EXHIBIT 3(i)

                          CERTIFICATE OF INCORPORATION

                                       OF

                             DICTAPHONE CORPORATION



                                    ARTICLE I

                                      NAME

    The name of the corporation is DICTAPHONE CORPORATION (the"CORPORATION").


                                   ARTICLE II

                     REGISTERED OFFICE AND REGISTERED AGENT

                  The address of the registered office of the Corporation in the
State of Delaware is Corporation  Trust Center,  1209 Orange Street, in the City
of Wilmington,  County of New Castle.  The name of the  registered  agent of the
Corporation at such address is The Corporation Trust Company.


                                   ARTICLE III

                                CORPORATE PURPOSE

                  The nature of the  business  or purposes  to be  conducted  or
promoted is:

                           (i) to engage in any lawful act or activity for which
         corporations may be organized under the General Corporation Law.


                                   ARTICLE IV

                                  CAPITAL STOCK

                  The aggregate  number of shares of capital stock  (referred to
herein as  "Shares")  which the  Corporation  shall have  authority  to issue is
thirty million (30,000,000) Shares, of which twenty million (20,000,000) will be
common  stock,  par value $.01 per share (the "Common  Stock"),  and ten million
(10,000,000)  will be series  preferred  stock,  par value  $.01 per share  (the
"Series Preferred Stock").  The Series Preferred Stock may be issued,  from time
to time, in one or more series as authorized by the Board of Directors. Prior to
issuance of a series,  the Board of Directors by resolution  shall  designate it
from other  series and classes of stock of the  Corporation,  shall  specify the
number of shares to be included in the series, and shall fix the terms,  rights,
restrictions  and  qualifications  of the  shares  of a  series,  including  any
preferences,  voting powers, dividend rights and redemptions,  sinking funds and
conversion  rights.  Subject to the express terms of the Series  Preferred Stock
outstanding  at the time, the Board of Directors may increase (but not above the
total number of  authorized  shares of the class) or decrease (but not below the
total number of shares  thereof then  outstanding)  the number of shares of such
Series Preferred Stock.

         14% PAY-IN-KIND PERPETUAL PREFERRED STOCK

                  1. DESIGNATION  AMOUNT.  The distinctive serial designation of
         this  series  shall  be "14%  Pay-In-Kind  Perpetual  Preferred  Stock"
         ("Pay-In-Kind  Preferred  Stock").  The number of authorized  shares of
         Pay-In-Kind Preferred Stock shall initially be 7,500,000,  which number
         may from time to time be increased by the Board of Directors. Shares of
         Pay-In-Kind  Preferred  Stock redeemed or purchased by the  Corporation
         shall be cancelled and shall revert to authorized  but unissued  shares
         of Preferred Stock undesignated as to series;  PROVIDED,  HOWEVER, that
         no such issued and  reacquired  shares of such series shall be reissued
         or sold as shares of Pay-In-Kind  Preferred  Stock unless reissued as a
         stock dividend on outstanding shares of Pay-In-Kind Preferred Stock.

                  2. DEFINITIONS.  For   purposes   of   this   Certificate   of
        Designation, the following terms shall have the meanings indicated:

                  "Accrued  dividends"  shall mean, with respect to any share of
         any class or series of the Capital Stock of the Corporation,  an amount
         computed at the annual  dividend  rate for the class or series of which
         the  particular  share is a part,  from the date on which  dividends on
         such share are to accrued,  less the aggregate  amount of all dividends
         theretofore paid thereon.

                 "Affiliate"  shall mean, with respect to any specified Person,
         any other Person, directly or indirectly,  controlling or controlled by
         or under direct or indirect common control with such specified  Person.
         For the purposes of this  definition,  "control" when used with respect
         to any Person means the power to direct the  management and policies of
         such Person,  directly or indirectly,  whether through the ownership of
         voting   securities,   by   contract  or   otherwise;   and  the  terms
         "controlling"  and  "controlled"  have  meanings   correlative  to  the
         foregoing.

                  "Bank  Credit   Agreement"   shall  mean  the  senior  secured
         revolving credit and term loan  facilities,  dated as of August 7, 1995
         among  the  Corporation,   Dictaphone  U.S.,   Bankers  Trust  Company,
         NationsBank  N.A.  (Carolinas)  and certain other parties  thereto,  as
         amended,  supplemented,  replaced or  otherwise  modified  from time to
         time, including any agreement extending the maturity of, refinancing or
         otherwise  restructuring  all or any portion of the indebtedness  under
         such facilities.

                  "Catch Up Dividends"  shall mean the amount of  dividends,  if
         any,  at any  time  required  to be  paid  on a  share  of  Pay-In-Kind
         Preferred Stock so that the amount of dividends paid on such share from
         its issue date to the payment  date shall equal the amount of dividends
         which a holder of such share  would have  received on such share and on
         all Pay-In-Kind Preferred Stock dividend shares traceable to such share
         directly or by reason of Pay-In-Kind  Preferred Stock dividends on such
         Pay-In-Kind  Preferred Stock dividend shares,  had the Corporation made
         timely payment of all  Pay-In-Kind  Preferred Stock dividends from such
         issue date.

                  "Change  of  Control"  shall  mean  (I)   Stonington   Capital
         Appreciation 1994 Fund, L.P., a Delaware limited  partnership,  and its
         Affiliates,  shall cease to own beneficially and control (a) at least a
         majority of the voting Common Stock on a fully diluted basis and (b) at
         least a majority  of the voting  power of the  Corporation  entitled to
         vote for the  election  of  members  of the board of  directors  of the
         Corporation  or (II)  all or  substantially  all of the  assets  of the
         Corporation and its Subsidiaries shall be sold, leased,  transferred or
         otherwise disposed of.

                  "Capital  Stock" shall mean,  with respect to any Person,  any
         and all  shares,  interests,  rights to  purchase,  warrants,  options,
         participations  or  other  equivalents  of  or  interests  in  (however
         designated)  equity of such Person,  including any  preferred  stock of
         such Person,  but excluding any debt securities  convertible  into such
         equity.

                  "Closing Date" shall mean August 11, 1995.

                  "Dictaphone U.S." shall  mean Dictaphone Corporation (U.S.), a
         Delaware corporation.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended.

                  "Indenture"  shall mean the Indenture  between the Corporation
         and Shawmut Bank Connecticut,  National Association,  Trustee, dated as
         of August 1, 1995.

                  "Management Investors"  shall   mean   the   members  of   the
         management  of  the  Corporation  and  Dictaphone  U.S. that shall have
         invested in Common Stock on the Closing Date and  any other employee or
         non-employee director of the Corporation or Dictaphone U.S. who becomes
         a party to the Stockholders Agreement.

                  "Person" shall mean any individual, corporation,  partnership,
         joint venture, association,  joint-stock company, trust, unincorporated
         organization, government or any agency or political subdivision thereof
         or any other entity.

                  "Public  Equity  Offering"  shall  mean  one  or a  series  of
         offerings   of  Common  Stock   pursuant  to  one  or  more   effective
         registration  statements  under the Securities Act of 1933, as amended,
         resulting in net proceeds to the Corporation of at least $50 million.

                  "Stockholders Agreement" shall mean the Stockholders Agreement
         among the  Corporation,  the  Management  Investors  and certain  other
         investors in Common Stock and in the Pay-in-Kind Preferred, dated as of
         the Closing Date.

                  "Voting  Stock" of a  corporation  shall  mean all  classes of
         Capital  Stock  of  such  corporation  then  outstanding  and  normally
         entitled to vote in the election of directors.

                  "Wholly  Owned  Subsidiary"  shall mean a  subsidiary  all the
         Capital  Stock of which (other than  directors'  qualifying  shares and
         shares held by other  Persons to the extent such shares are required by
         applicable  law to be held by a Person other than the  Corporation or a
         subsidiary)  is owned by the  Corporation  or one or more Wholly  Owned
         Subsidiaries.

                  3. RANK. The Pay-In-Kind  Preferred Stock shall,  with respect
         to  dividend  rights  and  rights  on   liquidation,   winding  up  and
         dissolution,  rank  senior to all  classes  and  series of stock of the
         Corporation  now  or  hereafter   authorized,   issued  or  outstanding
         (collectively, the "Junior Securities"), including, without limitation,
         the  Corporation's  Common  Stock,  par value $0.01 per share  ("Common
         Stock"), and all other series of the Corporation's  Preferred Stock. So
         long as any shares of Pay-In-Kind Preferred Stock are outstanding,  the
         Corporation may not authorize or create,  or issue, any class or series
         of stock that ranks senior to ("Senior  Securities") or pari passu with
         ("Parity  Securities") the Pay-In-Kind  Preferred Stock with respect to
         either  dividend  rights  or  rights  on  liquidation,  winding  up and
         dissolution,  nor may the  Corporation  issue any additional  shares of
         Pay-In-Kind  Preferred  Stock  (other  than  as  a  stock  dividend  on
         outstanding  shares  of  Pay-In-Kind  Preferred  Stock),   without  the
         affirmative  vote  of  the  holders  of  at  least  two-thirds  of  the
         outstanding shares of Pay-In-Kind  Preferred Stock voting as a separate
         class.

                  4.  DIVIDENDS.  (a)  The  holders  of  shares  of  Pay-In-Kind
         Preferred Stock shall be entitled to receive,  when, as and if declared
         by the Board of  Directors  of the  Corporation,  out of funds  legally
         available therefor, any Catch Up Dividends plus dividends at the annual
         rate per share of $1.40 per annum until July 31, 2006,  and  thereafter
         the annual dividend rate will increase by 200 basis points every twelve
         months,  provided that under no circumstances shall the annual dividend
         rate per share on the Pay-In-Kind  Preferred Stock  (exclusive of Catch
         Up  Dividends)  exceed the greater of $2.40 per annum or $1.60 plus the
         amount  obtained by multiplying  above the prime rate from time to time
         of Bankers Trust Company times $10. Such dividends  shall be cumulative
         and shall be payable  quarterly  in arrears on December  31,  March 31,
         June 30 and September 30 (each of such dates being a "Dividend  Payment
         Date" and each period  between  such dates being a "Dividend  Period"),
         commencing  September  30,  1995,  to  stockholders  of  record  on the
         respective  date, not exceeding 50 days preceding such Dividend Payment
         Date,  as shall be fixed for this  purpose by the Board of Directors in
         advance of payment of each particular  dividend.  Any dividend payments
         made with respect to shares of Pay-In-Kind Preferred Stock will be made
         in  additional  fully  paid and  nonassessable  shares  of  Pay-In-Kind
         Preferred  Stock  valued at $10 per  share,  and the  issuance  of such
         additional  shares shall constitute full payment of such dividend.  The
         Corporation  shall make such dividend  payment on such Dividend Payment
         Date in additional shares of Pay-In-Kind  Preferred Stock to the extent
         permitted  by  applicable  law,  regardless  of the  terms of any other
         securities  of the  Corporation  or any contract or other  agreement to
         which it may be a party.  All dividends  paid with respect to shares of
         Pay-In-Kind  Preferred  Stock  pursuant to this paragraph 4(a) shall be
         paid pro rata to the holders  entitled  thereto.  The Corporation  will
         issue,  if  necessary,  fractions of a share of  Pay-In-Kind  Preferred
         Stock as part of the payment of any dividend paid in additional  shares
         of Pay-In-Kind  Preferred  Stock.  All shares of Pay-In-Kind  Preferred
         Stock which may be issued as a dividend with respect to the Pay-In-Kind
         Preferred  Stock will  thereupon be duly  authorized,  validly  issued,
         fully paid and nonassessable and free of all liens and charges.

                  (b) Dividends on shares of Pay-In-Kind  Preferred Stock issued
         on the Closing Date shall be fully cumulative and shall accrue (whether
         or not earned or declared)  from the Closing Date;  PROVIDED,  HOWEVER,
         that  dividends on any share of Pay-In-Kind  Preferred  Stock issued as
         dividends  shall be fully  cumulative and shall accrue  (whether or not
         earned  or  declared)  from  the  applicable   Dividend  Payment  Date.
         Accumulated  unpaid  dividends  for any past  Dividend  Periods  may be
         declared  by the Board of  Directors  and paid on any date fixed by the
         Board of Directors,  whether or not a regular Dividend Payment Date, to
         holders of record on the books of the  Corporation  on such record date
         as may be  fixed  by the  Board  of  Directors.  Except  for  Catch  Up
         Dividends,  Holders of Pay-In-Kind Preferred Stock will not be entitled
         to any dividends in excess of full cumulative dividends. No interest or
         sum of money in lieu of  interest  shall be  payable  in respect of any
         accumulated unpaid dividends.

                  (c) So long as any shares of Pay-In-Kind  Preferred  Stock are
         outstanding,  the Corporation  shall not (i) declare,  pay or set apart
         for payment any  dividend  on the Common  Stock or any other  shares of
         Junior  Securities,  (ii) make any  payment on account of, or set apart
         for  payment  money  for a  sinking  or other  similar  fund  for,  the
         purchase, redemption,  retirement or other acquisition for value of any
         of, or redeem, purchase,  retire or otherwise acquire for value any of,
         the  Junior  Securities  or any  warrants,  rights,  calls  or  options
         exercisable  for or  convertible  into any of the Junior  Securities or
         (iii) make any distribution in respect of the Junior  Securities or any
         warrants,  rights, calls or options exercisable for or convertible into
         any of the  Junior  Securities,  in any such case  either  directly  or
         indirectly,   and  whether  in  cash,  obligations  or  shares  of  the
         Corporation or other property (other than distributions or dividends of
         a particular  class or series of Junior  Securities  to holders of such
         Junior  Securities),  and shall not  permit  any  corporation  or other
         entity  directly  or  indirectly   controlled  by  the  Corporation  to
         purchase,  redeem or  otherwise  acquire  for  value any of the  Junior
         Securities or any warrants, rights, calls or options exercisable for or
         convertible into any of the Junior Securities;  provided, however, that
         the Corporation may pay regular dividends on the Common Stock following
         a Public Equity Offering;  and PROVIDED,  FURTHER, that the Corporation
         may redeem or  repurchase  shares of Common Stock issued to  Management
         Investors, pursuant to the terms of the Stockholders Agreement, if such
         Management  Investor has been  terminated  from his  position  with the
         Corporation  or any of its  subsidiaries  due to death,  Disability (as
         defined in the Stockholders  Agreement),  Retirement (as defined in the
         Stockholders  Agreement) or Involuntary  Termination (as defined in the
         Stockholders Agreement).

                  5. LIQUIDATION  PREFERENCE.  (a) In the event of any voluntary
         or involuntary liquidation, dissolution or winding up of the affairs of
         the Corporation, then, before any distribution or payment shall be made
         to the holders of any Junior  Securities,  including  the Common Stock,
         the holders of Pay-In-Kind  Preferred Stock then  outstanding  shall be
         entitled to be paid out of the assets of the Corporation  available for
         distribution  to its  stockholders  an amount in cash  equal to $10 for
         each share outstanding (which amount is hereinafter  referred to as the
         "liquidation preference"), together with an amount in cash equal to all
         accrued and unpaid dividends thereon,  including Catch Up Dividends, to
         the date fixed for  liquidation,  dissolution  or winding up. Except as
         provided in the preceding  sentence,  holders of Pay-In-Kind  Preferred
         Stock  shall not be entitled  to any  distribution  in the event of any
         liquidation,   dissolution   or  winding  up  of  the  affairs  of  the
         Corporation. If the assets of the Corporation are not sufficient to pay
         in full the liquidation  payments payable to the holders of outstanding
         shares of  Pay-In-Kind  Preferred  Stock,  then the holders of all such
         shares shall share ratably in any  distribution of assets in accordance
         with the amount  which  would be payable  on such  distribution  if the
         amounts  to which the  holders  of  outstanding  shares of  Pay-In-Kind
         Preferred  Stock are entitled  were paid in full.  After payment of the
         full  amount of the  liquidation  preference  to which  each  holder is
         entitled,  such holders of shares of Pay-In-Kind  Preferred  Stock will
         not be entitled to any further participation in any distribution of the
         assets of the Corporation.

                  (b) For the purpose of this paragraph 5, neither the voluntary
         sale,  conveyance,  exchange  or transfer  (for cash,  shares of stock,
         securities or other  consideration)  of all or substantially all of the
         property or assets of the Corporation nor the  consolidation  or merger
         of the Corporation with any other  corporation  shall be deemed to be a
         voluntary or involuntary liquidation,  dissolution or winding up of the
         Corporation,  unless  such  voluntary  sale,  conveyance,  exchange  or
         transfer shall be in connection with a plan of liquidation, dissolution
         or winding up of the Corporation.

                  6.  REDEMPTION.  (a)  Subject  to  subparagraph  (d)  of  this
         paragraph  6, to the extent the  Corporation  shall have funds  legally
         available for such redemption,  the  Corporation,  at the option of the
         Board of  Directors,  may  redeem,  in whole or in part,  the shares of
         Pay-In-Kind  Preferred  Stock at the time  outstanding,  at any time or
         from time to time,  upon  notice  given as  hereinafter  specified,  at
         $10.50  per share  together  with all  accrued  and  unpaid  dividends,
         including Catch Up Dividends,  reducing on August 1, 1996 to $10.40 per
         share  plus all  accrued  and  unpaid  dividends,  on August 1, 1997 to
         $10.30 per share plus all  accrued and unpaid  dividends,  on August 1,
         1998 to $10.20 per share plus all  accrued  and  unpaid  dividends,  on
         August  1,  1999 to  $10.10  per  share  plus all  accrued  and  unpaid
         dividends  and on August 1, 2000 to $10 per share plus all  accrued and
         unpaid dividends.

                  (b)  In  the  event  of  partial  redemptions  of  Pay-In-Kind
         Preferred Stock, the shares to be redeemed will be determined by lot or
         pro rata,  at the sole option of the  Corporation;  provided,  however,
         that the Board of  Directors  may redeem all shares held by any holders
         of a number of  shares  not to exceed  100 as may be  specified  by the
         Corporation.  On and after a redemption  date,  unless the  Corporation
         defaults in the payment of the redemption  price,  dividends will cease
         to  accrue  on  shares  of  Pay-In-Kind   Preferred  Stock  called  for
         redemption  and all  rights of holders of such  shares  will  terminate
         except for the right to receive  the  redemption  price and accrued and
         unpaid dividends thereon to the redemption date.

                  (c)  Upon  (i)  the  public  offering  of  securities  of  the
         Corporation  any of the net  proceeds of which are not used to pay down
         any  debt  obligations  of  the  Corporation  that  are  senior  to the
         Pay-In-Kind  Preferred  Stock  or are  used by the  Corporation  for an
         acquisition  or (ii) the  registration  of Common  Stock in a secondary
         offering,  each  holder of record  of shares of  Pay-In-Kind  Preferred
         Stock will have the right to require that the  Corporation  redeem such
         holder's  shares at a  redemption  price in cash equal to $10 per share
         plus all accrued and unpaid dividends, including Catch Up Dividends, to
         the date fixed for redemption.

                           In the case of an offering of the type  described  in
         clause  (i) or (ii),  the  Corporation  shall  provide  each  holder of
         Pay-In-Kind Preferred Stock notice in writing of such offering no later
         than 10 days after the  filing of the  initial  registration  statement
         related to such offering. Such notice shall provide a brief description
         of such  registration  statement and of such holder's rights under this
         subparagraph  (c), and shall  include a copy of this  paragraph 6. Each
         holder,  in order to exercise its rights pursuant to this  subparagraph
         (c),  shall,  within  twenty  days  of the  date of the  notice  of the
         Corporation described in the first sentence of this paragraph,  provide
         notice of its  election to exercise  such rights and shall  specify the
         number of shares of Pay-In-Kind  Preferred  Stock with respect to which
         it elects to exercise such rights.  The  Corporation  shall redeem such
         shares on a date no later than the 30th day  succeeding  the closing of
         an  offering  pursuant  to clause (i) or (ii),  as the case may be, and
         shall  provide  notice  thereof in  accordance  with the  provisions of
         paragraph 6(f).

                  (d)  Shares of  Pay-In-Kind  Preferred  Stock  which have been
         issued and  reacquired  in any manner,  including  shares  purchased or
         redeemed,  shall (upon compliance with any applicable provisions of the
         laws of the  State of  Delaware)  have the  status  of  authorized  and
         unissued  shares of the class of  Preferred  Stock  undesignated  as to
         series and may be  redesignated  and  reissued as part of any series of
         Preferred Stock; provided,  however, that no such issued and reacquired
         shares of  Pay-In-Kind  Preferred  Stock  shall be  reissued or sold as
         Pay-In-Kind  Preferred  Stock,  unless  reissued as a stock dividend on
         outstanding shares of Pay-In-Kind Preferred Stock.

                  (e) Notwithstanding the foregoing provisions of paragraph 6(a)
         hereof,  unless  the  full  cumulative  dividends,  including  Catch Up
         Dividends,  on all  outstanding  shares of Pay-in-Kind  Preferred Stock
         shall have been paid or contemporaneously are declared and paid for all
         past  dividend  periods,  none of the shares of  Pay-In-Kind  Preferred
         Stock  shall be redeemed  pursuant to paragraph  6(a) hereof unless all
         outstanding  shares of  Pay-In-Kind  Preferred Stock are simultaneously
         redeemed.

                  (f)  Notice  of every  redemption  of  shares  of  Pay-In-Kind
         Preferred Stock shall be mailed by first class mail,  postage  prepaid,
         and  mailed  not less than 30 days nor more  than 60 days  prior to the
         redemption  date addressed to the holders of record of the shares to be
         redeemed at their respective last addresses as they shall appear on the
         books of the Corporation;  provided,  however,  that no failure to give
         such  notice or any defect  therein  or in the  mailing  thereof  shall
         affect the validity of the  proceeding for the redemption of any shares
         so to be redeemed  except as to the holder to whom the  Corporation has
         failed to give such  notice or except as to the  holder to whom  notice
         was defective.  Each such notice shall state:  (i) the redemption date;
         (ii) the total number of shares of  Pay-In-Kind  Preferred  Stock to be
         redeemed and, if less than all the shares held by such holder are to be
         redeemed, the number of the shares of such holder to be redeemed; (iii)
         the redemption price;  (iv) the place or places where  certificates for
         such shares are to be surrendered for payment of the redemption  price;
         and (v) that  dividends  on the  shares to be  redeemed  will  cease to
         accrue on such redemption date.

                  (g) Notice  having been mailed as aforesaid  and provided that
         on or before the  redemption  date  specified  in such notice all funds
         necessary  for  such  redemption  shall  have  been  set  aside  by the
         Corporation,  separate and apart from its other funds, in trust for the
         pro rata benefit of the holders of the shares so called for  redemption
         so as to be and to continue to be available  therefor,  then,  from and
         after the  redemption  date,  dividends  on the  shares of  Pay-In-Kind
         Preferred  Stock so called for  redemption  shall cease to accrue,  and
         said shares shall no longer be deemed to be  outstanding  and shall not
         have the  status of  shares of  Pay-In-Kind  Preferred  Stock,  and all
         rights  of the  holders  thereof  as  stockholders  of the  Corporation
         (except the right to receive from the Corporation the redemption  price
         and all dividends  accrued and unpaid to the date fixed for redemption)
         shall  cease.  Upon  surrender  in  accordance  with said notice of the
         certificates for any shares so redeemed  (properly endorsed or assigned
         for transfer, if the Board of Directors shall so require and the notice
         shall so state),  such shares shall be redeemed by the  Corporation  at
         the  redemption  price  aforesaid.  In case  fewer  than all the shares
         represented by any such certificate are redeemed,  a new certificate or
         certificates shall be issued representing the unredeemed shares without
         cost to the holder thereof.

                  (h) If such  notice of  redemption  shall have been duly given
         and if,  prior to the  redemption  date,  the  Corporation  shall  have
         irrevocably deposited the funds by the Corporation with a bank or trust
         company in trust for the pro rata  benefit of the holders of the shares
         called for redemption,  then,  notwithstanding that any certificate for
         shares so called for  redemption  shall not have been  surrendered  for
         cancellation,  from and after the time of such deposit,  holders of the
         shares of Pay-In-Kind Preferred Stock called for redemption shall cease
         to be  stockholders  with  respect to such shares and  thereafter  such
         shares shall no longer be  transferable on the books of the Corporation
         and  such  holders  shall  have no  interest  in or claim  against  the
         Corporation with respect to such shares  (including  dividends  thereon
         accrued after such redemption date) except the right to receive payment
         of the redemption price (including all dividends  accrued and unpaid to
         the date fixed for  redemption)  upon surrender of their  certificates.
         Any funds  deposited  and  unclaimed  at the end of one year and eleven
         months  from the date  fixed  for  redemption  shall be  repaid  to the
         Corporation  upon its  request,  after which  repayment  the holders of
         shares called for  redemption  shall look only to the  Corporation  for
         payment of the  redemption  price.  The aforesaid bank or trust company
         shall be organized  and in good  standing  under the laws of the United
         States of America or of the State of New York,  shall be doing business
         in the Borough of Manhattan,  The City of New York, shall have capital,
         surplus  and  undivided   profits   aggregating  at  least  $50,000,000
         according to its last  published  statement of condition,  and shall be
         identified in the notice of  redemption.  Any interest  accrued on such
         funds shall be paid to the Corporation from time to time.

                  7. CHANGE OF CONTROL.  (a) Upon the  occurrence of a Change of
         Control,  each holder of record of the shares of Pay-In-Kind  Preferred
         Stock will have the right to require that the  Corporation  redeem such
         holder's  shares at a  redemption  price in cash equal to $10 per share
         plus all accrued and unpaid dividends, including Catch Up Dividends, to
         the date fixed for redemption.

                  (b) On and after a  redemption  date,  unless the  Corporation
         defaults in the payment of the redemption  price,  dividends will cease
         to  accrue  on  shares  of  Pay-In-Kind   Preferred  Stock  called  for
         redemption  and all  rights of holders of such  shares  will  terminate
         except for the right to receive  the  redemption  price and accrued and
         unpaid  dividends,   including  Catch  Up  Dividends,  thereon  to  the
         redemption date.

                  (c)  Shares of  Pay-In-Kind  Preferred  Stock  which have been
         issued and  reacquired  or redeemed  pursuant to  paragraph  7(a) shall
         (upon  compliance  with any  applicable  provisions  of the laws of the
         State of Delaware) have the status of authorized and unissued shares of
         the class of  Preferred  Stock  undesignated  as to  series  and may be
         redesignated and reissued as part of any series of the Preferred Stock;
         provided,  however,  that no  such  issued  and  reacquired  shares  of
         Pay-In-Kind  Preferred  Stock shall be reissued or sold as  Pay-In-Kind
         Preferred  Stock,  unless  reissued as a stock  dividend on outstanding
         shares of Pay-In-Kind Preferred Stock.

                  (d) Following any Change of Control, notice shall be mailed by
         first class mail,  postage  prepaid,  and mailed within 30 days of such
         Change of Control  addressed  to the holders of record of the shares at
         their  respective  last  addresses as they shall appear on the books of
         the  Corporation.  Each such notice shall  state:  (i) that a Change of
         Control has  occurred and that such holder has the right to require the
         Corporation  to redeem such  holder's  shares at a redemption  price in
         cash  equal to $10 per  share,  together  with all  accrued  and unpaid
         dividends,  including  Catch Up Dividends,  to the date of  redemption;
         (ii) the  circumstances  and, to the extent  available,  relevant facts
         regarding such Change of Control (including information with respect to
         pro  forma  historical  income,  cash  flow and  capitalization  of the
         Corporation or other relevant entity after giving effect to such Change
         of Control); (iii) the redemption date (which shall be not less than 30
         days nor more than 60 days from the date such notice is  mailed);  (iv)
         the  place or  places  where  certificates  for such  shares  are to be
         surrendered for payment of the redemption  price; (v) that dividends on
         the shares to be redeemed will cease to accrue on such redemption date;
         and (vi) the  instructions  determined by the  Corporation,  consistent
         with such  provision,  that a holder  must  follow in order to have its
         shares redeemed.

                  (e) If the Corporation  shall fail to discharge its obligation
         to redeem shares of Pay-In-Kind  Preferred  Stock pursuant to paragraph
         6(c)  or 7(a)  hereof  (the  "Mandatory  Redemption  Obligation"),  the
         Mandatory  Redemption  Obligation  shall be  discharged  as soon as the
         Corporation is able to discharge such Mandatory Redemption  Obligation.
         If and so long as any Mandatory  Redemption  Obligation with respect to
         the  Pay-In-Kind  Preferred  Stock shall not be fully  discharged,  the
         Corporation  shall  not  declare  or  pay  any  dividend  or  make  any
         distribution  on,  or,  directly  or  indirectly,  purchase,  redeem or
         satisfy  any  mandatory   redemption  sinking  fund  or  other  similar
         obligations in respect of, Junior Securities (other than as a result of
         a reclassification of Junior Securities,  or the exchange or conversion
         of one class or series of Junior  Securities  for or into another class
         or series of Junior  Securities,  or other than  through the use of the
         proceeds  of a  substantially  contemporaneous  sale  of  other  Junior
         Securities)  or any  warrants,  rights or  options  exercisable  for or
         convertible into any of the Junior Securities.

                  (f) The provisions of paragraphs  6(g) and 6(h) shall apply to
         redemptions by the Corporation pursuant to paragraph 6(c) or 7(a).

                8. VOTING  RIGHTS.  (a) Except as  otherwise  provided in this
         paragraph 8 or as  otherwise  from time to time  provided  by law,  the
         holders of shares of Pay-In-Kind  Preferred  Stock shall have no voting
         rights  and all  voting  rights  in the  Corporation  shall  be  vested
         exclusively in the holders of the Common Stock of the Corporation.  The
         original holder of Pay-In-Kind Preferred Stock shall be entitled to one
         observer at the Corporation's Board of Directors meetings,  shall, upon
         execution  of  a   confidentiality   agreement   satisfactory   to  the
         Corporation,  be provided  with a copy of all  materials  furnished  to
         members of the Board of Directors and its observer shall be entitled to
         reimbursement  of his or her travel  expenses to such  meetings,  which
         rights  shall  be  transferable  to  a  successor  trustee  or  similar
         successor and to a Person acquiring a majority of the original holder's
         Pay-In-Kind Preferred Stock.

                  (b) (i) If and whenever six full quarterly  dividends (whether
         or not  consecutive)  payable on shares of Pay-In-Kind  Preferred Stock
         shall be in  arrears  in whole or in part  (whether  or not  earned  or
         declared)  or if the  Corporation  shall  have  failed to  fulfill  any
         redemption  obligation with respect to the Pay-In-Kind  Preferred Stock
         and such failure shall continue for a period of 30 days, in addition to
         any other legal or equitable remedy available to any Holder, the number
         of  directors  then   constituting   the  Board  of  Directors  of  the
         Corporation  shall be increased by two directors and the holders of all
         then  outstanding  shares  of  Pay-In-Kind   Preferred  Stock,   voting
         separately  as a class,  shall be  entitled  to elect  such  additional
         directors at any annual meeting of stockholders or special meeting held
         in place thereof, or at a special meeting of the holders of such shares
         of Pay-In-Kind Preferred Stock called as hereinafter provided.

                  (ii) Whenever such voting right shall have vested,  such right
         may be exercised  initially  either at a special meeting of the holders
         of Pay-In-Kind  Preferred Stock, called as hereinafter  provided, or at
         any annual  meeting of  stockholders  held for the  purpose of electing
         directors,  and  thereafter  at such  annual  meeting or by the written
         consent of the  holders of  Pay-In-Kind  Preferred  Stock  pursuant  to
         Section 228 of the Delaware General  Corporation Law. Such voting right
         shall  continue  until such time as (A) all  dividends  accumulated  on
         Pay-In-Kind  Preferred  Stock  shall have been paid in full and (B) the
         Corporation has fulfilled all redemption obligations to the extent such
         obligations  have  matured,  at which  time  such  voting  right of the
         holders of  Pay-In-Kind  Preferred  Stock shall  terminate,  subject to
         retesting  in the event of each and  every  subsequent  failure  of the
         Corporation for the requisite  period of time fully to pay dividends or
         to discharge its redemption obligations, as described above.

                  (iii) At any time after such  voting  power shall have been so
         vested in shares of  Pay-In-Kind  Preferred  Stock and such right shall
         not already  have been  initially  exercised,  a proper  officer of the
         Corporation  may, and upon the written  request of any holder of shares
         of  Pay-In-Kind  Preferred  Stock  (addressed  to the  Secretary at the
         principal office of the Corporation)  shall,  call a special meeting of
         the holders of shares of Pay-In-Kind  Preferred  Stock for the election
         of the two  directors  to be elected by them as herein  provided,  such
         call to be made by notice  similar to that  provided  in the by-laws of
         the  Corporation  for a  special  meeting  of  the  stockholders  or as
         required by law.

                           Such   meeting   shall   be  held  at  the   earliest
         practicable  date upon the  notice  required  for  annual  meetings  of
         stockholders  at the place for holding annual  meetings of stockholders
         of the Corporation or, if none, at a place  designated by the Secretary
         of the  Corporation.  If such meeting shall not be called by the proper
         officers of the Corporation  within 30 days after the personal  service
         of such written  request  upon the  Secretary  of the  Corporation,  or
         within 30 days after  mailing  the same  within  the  United  States by
         registered  mail,  addressed to the Secretary of the Corporation at its
         principal  office (such mailing to be evidenced by the registry receipt
         issued by the postal authorities), then the holders of record of 10% of
         the  shares  of  Pay-In-Kind   Preferred  Stock  then  outstanding  may
         designate  in writing a holder of Pay-In-Kind  Preferred  Stock to call
         such meeting at  the expense of the  Corporation,  and such meeting may
         be called by such  person so  designated  upon the notice  required for
         annual meetings of stockholders  and shall be held at the same place as
         it elsewhere  provided in this paragraph  (8)(b)(iii) or  at such other
         place as is  selected  by such  person  so  designated.  Any  holder of
         Pay-In-Kind  Preferred  Stock  which  would  be entitled to vote at any
         such meeting  shall have access to the stock  books of the  Corporation
         for the  purpose  of causing a meeting  of  stockholders  to  be called
         pursuant to the  provisions  of this  paragraph.   Notwithstanding  the
         provisions of this paragraph,  however,  no such  special meeting shall
         be called  during a period  within 90 days  immediately   preceding the
         date fixed for the next annual meeting of stockholders.

                  (iv) At any meeting held for the purpose of electing directors
         at which the  holders of  Pay-In-Kind  Preferred  Stock  shall have the
         right to elect directors as provided herein, the presence in person, or
         by proxy of the  holders of the  lesser of (A) a  majority  of the then
         outstanding  shares of Pay-In-Kind  Preferred Stock or (B) a percentage
         of the then outstanding  shares of Pay-In-Kind  Preferred Stock,  which
         percentage  is equal to the  percentage of then  outstanding  shares of
         Common Stock then  required to  constitute a quorum for the election of
         directors  by  holders  of  Common  Stock,  shall  be  required  and be
         sufficient  to  constitute  a quorum of such class for the  election of
         directors by such class. At any such meeting or adjournment thereof (x)
         the absence of a quorum of the holders of Pay-In-Kind  Preferred  Stock
         shall not prevent  the  election  of  directors  other than those to be
         elected  by the  holders  of stock of such  class and the  absence of a
         quorum or quorums of the  holders of capital  stock  entitled  to elect
         such other  directors shall not prevent the election of directors to be
         elected by the holders of  Pay-In-Kind  Preferred  Stock and (y) in the
         absence of a quorum of the  holders of any class of stock  entitled  to
         vote for the election of directors,  a majority of the holders  present
         in person or by proxy of such class shall have the power to adjourn the
         meeting for the election of  directors  which the holders of such class
         are entitled to elect,  from time to time,  without  notice  (except as
         required by law) other than announcement at the meeting, until a quorum
         shall be present.

                  (v) The term of office of all directors elected by the holders
         of Pay-In-Kind  Preferred Stock pursuant to paragraph  (8)(b)(i) hereof
         in office at any time when the  aforesaid  voting  rights are vested in
         the holders of Pay-In-Kind  Preferred Stock shall terminate in one year
         or upon the election of their successors at any meeting of stockholders
         for the purpose of electing  directors,  if later. Upon any termination
         of the aforesaid voting rights in accordance with paragraph  (8)(b)(ii)
         hereof,  the term of office of all directors  elected by the holders of
         Pay-In-Kind Preferred Stock pursuant to paragraph (8)(b)(i) hereof then
         in office  thereupon  shall  terminate  and upon such  termination  the
         number of directors  constituting the Board of Directors shall, without
         further  action,  be reduced by two,  subject always to the increase of
         the number of directors pursuant to paragraph  (8)(b)(i) hereof in case
         of the future right of the holders of  Pay-In-Kind  Preferred  Stock to
         elect directors as provided herein.

                  (vi) In case of any vacancy  occurring  among the directors so
         elected,  the  remaining  director  who shall have been so elected  may
         appoint  a  successor  to hold  office  for the  unexpired  term of the
         director  whose place shall be vacant.  If all  directors so elected by
         the  holders of  Pay-In-Kind  Preferred  Stock  shall cease to serve as
         directors  before their terms shall expire,  the holders of Pay-In-Kind
         Preferred  Stock  then  outstanding  may,  at a special  meeting of the
         holders called as provided above,  elect  successors to hold office for
         the unexpired terms of the directors whose place shall be vacant.

                  (c) In  addition  to  any  vote  or  consent  of  shareholders
         required by law or the Certificate of Incorporation, the consent of the
         holders  of at least  66-2/3% of the  shares of  Pay-In-Kind  Preferred
         Stock at the time outstanding,  given in person or by proxy,  either in
         writing  without a meeting  or by vote at any  meeting  called  for the
         purpose, shall be necessary for effecting or validating:

                  (i)  Any  amendment,  alteration  or  repeal  of  any  of  the
         provisions of the  Certificate of  Incorporation,  or of the by-laws of
         the Corporation,  which affects adversely the voting powers,  rights or
         preferences  of the holders of shares of Pay-In-Kind  Preferred  Stock;
         provided,  however,  that  the  amendment  of  the  provisions  of  the
         Certificate  of  Incorporation  so as to  authorize  or  create,  or to
         increase  the  authorized  amount of, any of the  Corporation's  Junior
         Securities,  shall not be deemed to affect adversely the powers, rights
         or preferences of the holders of shares of Pay-In-Kind Preferred Stock;
         or

                  (ii) The  authorization or creation of, or the increase in the
         authorized  amount  of,  any  shares  of  any  class  or  any  security
         convertible  into any Senior  Security  or Parity  Security;  provided,
         however,  that no such consent of the holders of Pay-In-Kind  Preferred
         Stock  shall  be  required  if,  at or  prior  to the  time  when  such
         amendment,  alteration or repeal is to take effect or when the issuance
         of any such Senior Security, Parity Security or convertible security is
         to be made, as the case may be, provision is made for the redemption of
         all shares of Pay-In-Kind Preferred Stock at the time outstanding;

                  (iii) The merger or  consolidation of the Corporation into any
         entity other than a corporation  organized under the laws of a state of
         the United States; or

                  (iv) The merger or  consolidation  of the Corporation in which
         the Corporation is not the surviving  entity,  unless any arrearages in
         dividends are either cured or preserved and the holders of  Pay-In-Kind
         Preferred Stock receive  preferred  stock in the surviving  entity with
         terms  substantially  identical to those of the  Pay-In-Kind  Preferred
         Stock.

                  (d) Subject to  paragraphs  3, 4 and 8(c) hereof,  none of (i)
         the  creation,  authorization  or  issuance of any shares of any Junior
         Securities  (provided that the terms of such Junior  Securities are not
         inconsistent, or in any way conflict, with the terms of the Pay-In-Kind
         Preferred  Stock) or the  creation,  authorization  or  issuance of any
         obligation  or security  convertible  into or  evidencing  the right to
         purchase any Junior  Securities,  (ii) the creation of any indebtedness
         of any kind of the  Corporation  (other than  indebtedness  convertible
         into any Senior Security or Parity Security), nor (iii) the increase or
         decrease  in the  amount  of  authorized  capital  stock of any  class,
         including the Preferred  Stock, or any increase,  decrease or change in
         the par value of any such class other than the Preferred  Stock,  shall
         be deemed to alter, change or affect adversely the powers,  preferences
         and special rights of shares of Pay-In-Kind  Preferred Stock and may be
         effected without the consent of the holders thereof.


                                    ARTICLE V

                                    DIRECTORS

                  (1) Elections  of  directors  of  the  Corporation need not be
by  written  ballot,  except  and  to  the extent provided in the By-laws of the
Corporation.

                  (2) To the fullest extent permitted by the General Corporation
Law as it now exists and as it may  hereafter  be  amended,  no  director of the
Corporation  shall be personally  liable to the Corporation or its  stockholders
for monetary damages for breach of fiduciary duty as a director.


                                   ARTICLE VI

                INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

                  (1) The Corporation shall 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 or
investigative  (other than an action by or in the right of the  Corporation)  by
reason of the fact that he or she is or was a  director,  officer,  employee  or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she  reasonably  believed to be
in, or not opposed to, the best interests of the Corporation,  and, with respect
to any criminal action or proceeding,  had no reasonable cause to believe his or
her conduct was unlawful.  The termination of any action,  suit or proceeding by
judgment,  order, settlement,  conviction,  or upon a plea of NOLO CONTENDERE or
its  equivalent,  shall not,  of itself,  create a  presumption  that the person
seeking  indemnification  did not act in good faith and in a manner  which he or
she  reasonably  believed to be in or not opposed to the best  interests  of the
Corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his or her conduct was unlawful.

                  (2) The Corporation shall indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed  action or suit by or in the  right of the  Corporation  to  procure a
judgment in its favor by reason of the fact that he or she is or was a director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint  venture,  trust or other  enterprise  against
expenses  (including  attorneys' fees) actually and reasonably  incurred by such
person in connection with the defense or settlement of such action or suit if he
or she acted in good faith and in a manner he or she  reasonably  believed to be
in or not  opposed to the best  interests  of the  Corporation,  except  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  Corporation
unless  and only to the  extent  that  the  Court of  Chancery  of the  State of
Delaware or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

                  (3) To the extent that a director,  officer, employee or agent
of the  Corporation has been successful on the merits or otherwise in defense of
any action,  suit or  proceeding  referred  to in  Sections  (1) and (2) of this
Article VI, or in defense of any claim, issue or matter therein, he or she shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by such person in connection therewith.

                  (4) Any  indemnification  under  Sections  (1) and (2) of this
Article VI (unless ordered by a court) shall be made by the Corporation  only as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in such Sections (1)
and (2). Such  determination  shall be made (a) by the Board of Directors of the
Corporation by a majority vote of a quorum  consisting of directors who were not
parties  to such  action,  suit or  proceeding,  or (b) if such a quorum  is not
obtainable,  or, even if  obtainable,  a quorum of  disinterested  directors  so
directs,  by  independent  legal  counsel  in a written  opinion,  or (c) by the
stockholders of the Corporation.

                  (5)  Expenses  (including  attorneys'  fees)  incurred  by  an
officer  or  director  in  defending  any  civil,  criminal,  administrative  or
investigative  action,  suit or  proceeding  may be paid by the  Corporation  in
advance of the final disposition of such action, suit or proceeding upon receipt
of an  undertaking  by or on behalf of such  director  or  officer to repay such
amount if it shall ultimately be determined that he or she is not entitled to be
indemnified  by the  Corporation  authorized  in this Article VI. Such  expenses
(including  attorneys'  fees)  incurred by other  employees and agents may be so
paid upon such terms and  conditions,  if any, as the Board of  Directors of the
Corporation deems appropriate.

                  (6) The  indemnification  and advancement of expenses provided
by, or granted  pursuant to, the other  sections of this Article VI shall not be
deemed exclusive of any other rights to which those seeking  indemnification  or
advancement of expenses may be entitled under any law, by-law,  agreement,  vote
of stockholders or disinterested directors or otherwise, both as to action in an
official  capacity  and as to action in  another  capacity  while  holding  such
office.

                  (7) The  Corporation  may purchase  and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability asserted against such
person and incurred by such person in any such  capacity,  or arising out of his
or her status as such,  whether or not the  Corporation  would have the power to
indemnify such person against such liability under the provisions of Section 145
of the General Corporation Law.

                  (8)  For  purposes  of this  Article  VI,  references  to "the
Corporation"  shall  include,  in addition  to the  resulting  corporation,  any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued,  would
have had power and authority to indemnify its directors,  officers, employees or
agents so that any person who is or was a director,  officer,  employee or agent
of such  constituent  corporation,  or is or was  serving at the request of such
constituent  corporation  as a director,  officer,  employee or agent of another
corporation,  partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article VI with respect to the
resulting or surviving  corporation as he or she would have with respect to such
constituent corporation if its separate existence had continued.

                  (9) For  purposes  of this  Article VI,  references  to "other
enterprises"  shall include employee benefit plans;  references to "fines" shall
include  any excise  taxes  assessed  on a person  with  respect to an  employee
benefit  plan;  and  references  to "serving at the request of the  Corporation"
shall  include  any  service as a  director,  officer,  employee or agent of the
Corporation  which  imposes  duties on, or involves  service by, such  director,
officer,  employee  or agent with  respect to any  employee  benefit  plan,  its
participants  or  beneficiaries;  and a person  who acted in good faith and in a
manner he or she reasonably  believed to be in the interest of the  participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the  Corporation" as referred to in
this Article VI.

                  (10) The  indemnification and advancement of expenses provided
by, or granted  pursuant to, this Article VI shall,  unless  otherwise  provided
when  authorized  or  ratified,  continue  as to a person who has ceased to be a
director,  officer,  employee  or agent and shall  inure to the  benefit  of the
heirs, executors and administrators of such a person.


                                   ARTICLE VII

                                     BY-LAWS

                  The  directors  of the  Corporation  shall  have the  power to
adopt, amend or repeal by-laws.


                                  ARTICLE VIII

                                    AMENDMENT

                  The Corporation  reserves the right to amend, alter, change or
repeal any provision of this Certificate of Incorporation,  in the manner now or
hereafter  prescribed by law, and all rights  conferred on  stockholders in this
Certificate of Incorporation are subject to this reservation.

                  IN WITNESS  WHEREOF,  DICTAPHONE  CORPORATION  has caused this
certificate  to be signed by John H.  Duerden,  its  Chairman,  Chief  Executive
Officer and President,  and attested to by Daniel P. Hart, its Secretary,  as of
the 27th day of January, 1998.


                                        DICTAPHONE CORPORATION


                                        By: /S/ JOHN H. DUERDEN
                                            ____________________________________
                                            Name:      John H. Duerden
                                            Title:     Chairman, Chief Executive
                                                       Officer and President

ATTEST


By: /S/ DANIEL P. HART
    ________________________________
    Name:    Daniel P. Hart
    Title:   Secretary