EXHIBIT 2.11


                            CERTIFICATE OF OWNERSHIP
                                   AND MERGER
                                     MERGING
                             DICTAPHONE CORPORATION
                                  WITH AND INTO
                          DICTAPHONE CORPORATION (U.S.)


                  Dictaphone   Corporation   ("Parent   Company"),   a  Delaware
corporation, HEREBY CERTIFIES AS FOLLOWS:

                  FIRST:  That  Parent  Company  was  originally incorporated on
April 20, 1995, pursuant to the General Corporation Law of the State of Delaware
(the "DGCL").

                  SECOND:  That   Parent   Company   owns   all  the  shares  of
outstanding  stock  of  Dictaphone  Corporation  (U.S.) ("Operating Company"), a
Delaware corporation and a wholly owned subsidiary of Parent Company.

                  THIRD: The Parent Company, by the following resolutions of its
Board of Directors,  duly adopted by the unanimous  written consent of the Board
of Directors,  filed with the minutes of its Board of  Directors,  as of January
27, 1998, determined to merge with and into the Operating Company:

                  RESOLVED, that  the  Parent  Company merge (the "Merger") with
                  and into the Operating Company;

                  RESOLVED, that 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");

                  RESOLVED,  that, at the  Effective  Time,  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;

                  RESOLVED,  that,  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;

                  RESOLVED,  that  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.

                  RESOLVED,  that 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;

                  RESOLVED,  that at the  Effective  Time,  (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;

                  RESOLVED,   that  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").

                  RESOLVED,  that 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.

                  RESOLVED,  that the proper  officers of the Parent Company be,
                  and each of them acting  alone hereby is,  authorized  to take
                  all  actions  and to  prepare,  execute,  deliver and file all
                  agreements,  instruments,  documents and  certificates  in the
                  name and on  behalf  of the  Parent  Company,  and  under  its
                  corporate  seal or  otherwise,  and to pay all  such  fees and
                  expenses  as  they,  or any one of them,  may deem  necessary,
                  proper or advisable in order to effect the Merger.

                  FOURTH:  The Merger has been approved by holders of at least a
majority  of the  outstanding  stock  of the  Parent  Company  entitled  to vote
thereon,  acting by written  consent and without prior notice in accordance with
Section 228 of the DGCL.

                  IN WITNESS WHEREOF, Parent Company has caused this Certificate
of Merger to be signed by John H. Duerden, its Chairman, Chief Executive Officer
and  President,  and attested by Daniel P. Hart,  its  Secretary,  and Operating
Company has caused this  Certificate  of Merger to be signed by John H. Duerden,
its Chairman,  Chief Executive Officer and President,  and attested by Daniel P.
Hart, its Secretary, each as of this 27th day of January, 1998.


                                       DICTAPHONE CORPORATION



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

ATTEST:


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


                                       DICTAPHONE CORPORATION (U.S.)



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


ATTEST:


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