EXHIBIT 10.15


     STOCK  OPTION  AGREEMENT  dated as of  August 1,  1997  between  DICTAPHONE
CORPORATION,  a Delaware  corporation (the "Company"),  and JOHN H. DUERDEN (the
"Participant").

     WHEREAS, the Participant is currently President and Chief Executive Officer
of the Company and,  pursuant to the Company's  Management Stock Option Plan, as
amended  (the  "Plan"),  and  upon  the  terms  and  subject  to the  conditions
hereinafter set forth,  the Company  desires to provide the Participant  with an
incentive to remain in its employ or the employ of one of its  Subsidiaries  and
to  increase  his  interest  in the  success of the  Company by  granting to the
Participant  nonqualified  stock options (the  "Options") to purchase  shares of
Common Stock, par value $0.01, of the Company (the "Common Stock");

     NOW,  THEREFORE,  in consideration  of the covenants and agreements  herein
contained, the parties hereto agree as follows:

          1. DEFINITIONS;  INCORPORATION OF  PLAN TERMS.  Capitalized terms used
herein without  definition shall have the meanings assigned to them in the Plan,
a copy of which is attached hereto.  This Agreement,  the Options and the shares
of Common Stock issued pursuant to the exercise of Options (the "Option Shares")
shall be subject to the Plan, the terms of which are hereby  incorporated herein
by reference, and in the event of any conflict or inconsistency between the Plan
and this Agreement, the Plan shall govern. The Date of Grant with respect to the
Options shall be the date specified at the foot of the signature page hereof.

          2. STOCKHOLDERS  AGREEMENT;  CERTAIN RESTRICTIONS.  In accordance with
Section 6(f) of the Plan, the  Participant  and the Company hereby confirm that,
effective  as of the date hereof,  the  Participant  shall,  for purposes of the
Stockholders  Agreement,  be deemed to be a  "Stockholder"  with  respect to the
Options and the Option Shares and the Participant  agrees to be bound by all the
terms of the Stockholders  Agreement  applicable to such a Stockholder.  None of
the Option  Shares may be sold,  transferred,  assigned,  pledged,  or otherwise
encumbered  or disposed  of to any third party other than the Company  except as
provided in the  Stockholders  Agreement or the Plan. None of the Options may be
sold,  transferred,  assigned,  pledged, or otherwise encumbered or disposed of,
except by will or the laws of descent and distribution. During the Participant's
lifetime, an Option shall be exercisable only by the Participant. Each Permitted
Transferee  (other than the Company) of any Option or Option  Share shall,  as a
condition to the  transfer  thereof,  execute an agreement  pursuant to which it
shall become a party to the Stockholders Agreement and this Agreement.

          3. GRANT OF  OPTIONS.  Subject to the terms and  conditions  contained
herein and in the Plan, the Company hereby grants to the Participant,  effective
as of the Date of Grant, 325,000 Service Options. Each such Option shall entitle
the  Participant to purchase,  upon payment of the Option Price specified at the
foot of the signature page hereof,  one share of Common Stock. The Options shall
be exercisable as hereinafter provided.

          4. TERMS AND CONDITIONS OF OPTIONS.  The Options  evidenced hereby are
subject to the following terms and conditions:

               (a) DURATION OF OPTIONS.  The period for which these  Options are
     effective  shall  commence upon the Date of Grant and shall  continue until
     these Options are terminated as hereinafter provided (the "Option Period").
     Except as otherwise  expressly provided in Section 4(a) hereof, the Options
     (whether  or  not  exercisable)   shall  terminate   immediately  upon  the
     Participant's ceasing to be an employee. The Option Period of these Options
     shall terminate upon the earliest to occur of (1) the tenth  anniversary of
     the date hereof; (2) the close of business on the date on which the Company
     acquires any shares of any class of Common  Stock owned by the  Participant
     or his  Permitted  Transferees  (as defined in the  Stockholders  Agreement
     dated August 11, 1995, by and among the Company,  the Management  Investors
     (as defined in the  Stockholders  Agreement),  the Stonington  Investor (as
     defined in the Stockholders  Agreement) and the Institutional Investors (as
     defined in the Stockholders  Agreement)(as in effect from time to time, the
     "Stockholders Agreement")) or any Option held by him or his estate, in each
     case  in  connection  with a Put  Event  (as  defined  in the  Stockholders
     Agreement);  (3) the close of  business  on the date on which  the  Company
     acquires  all  shares  of  Common  Stock  owned by the  Participant  or his
     Permitted Transferee and Options held by him or his estate, in each case in
     connection  with a Call Event (as defined in the  Stockholders  Agreement);
     and (4) the following dates:

               (i)  the  six-month  anniversary  of  the  date  upon  which  the
          Participant  holding  such  Option  ceases  to be an  employee  of the
          Company or its subsidiaries by reason of death;

               (ii) unless  otherwise  specifically  provided  in any  agreement
          between the  Participant  and the Company or one of its  subsidiaries,
          the thirty-day anniversary of the date of the Retirement or Disability
          (as such  terms are  defined  in the  Stockholders  Agreement)  of the
          Participant  if  the  Participant  retires  or is  disabled  while  an
          employee of the Company or any of its subsidiaries,  or the thirty-day
          anniversary of the date of Involuntary  Termination (as defined in the
          Stockholders Agreement) of the Participant; or

               (iii) immediately upon a Participant's  Voluntary Resignation (as
          defined in the  Stockholders  Agreement) or  termination of employment
          with the Company or any of its  subsidiaries  for Cause (as defined in
          the Stockholders Agreement);  provided,  however, that notwithstanding
          anything to the contrary  contained  in clauses (i),  (ii) or (iii) of
          this Section 4(a), in the event that prior to the time that any Option
          would otherwise cease to be exercisable  pursuant to such clauses (i),
          (ii),  or (iii),  the  Participant  (A)  exercises  a "Put Right" with
          respect to such "Put  Options" (as such terms are described in Section
          3.1 of the  Stockholders  Agreement)  and (B) withdraws all of his Put
          Options as  provided  in the last  sentence  of Section  3.1(b) of the
          Stockholders  Agreement  because  a  Restriction  (as  defined  in the
          Stockholders  Agreement)  prevents  payment by the  Company in cash in
          respect of such Put Options,  then such Options shall not expire,  and
          shall  continue  to be  exercisable  until  the  earlier  of  (x)  the
          acquisition  by the Company  for cash of such Put Options  pursuant to
          Section  3.1(e) or 3.2(d) (or by the  Company's  designee  pursuant to
          Section 3.1(f) or 3.2(c)) of the Stockholders Agreement; (y) the later
          of (1) the  thirtieth  day  after  the  expiration  of any  applicable
          "holdback" or similar  arrangement  that the  Participant  has entered
          into  with  one or more  underwriters  in  connection  with an IPO (as
          defined in the  Stockholders  Agreement),  (2) if no such agreement is
          entered into,  the thirtieth day after an IPO or (3) the thirtieth day
          following the  effectiveness  of a registration  statement on Form S-8
          with respect to the Option  Shares;  and (z) the tenth  anniversary of
          the date hereof.  In addition,  in the event that the  Participant has
          delivered to the Company a Put Notice (as defined in the  Stockholders
          Agreement) with respect to Put Options, and has not withdrawn such Put
          Notice pursuant to Section 3.1(b) of the Stockholders  Agreement,  the
          related  Option  shall not expire  until it has been  acquired  by the
          Company (or a designee of the Company)  pursuant to Section 3.1 or 3.2
          of the Stockholders Agreement.

               (b)  EXERCISABILITY  AND  VESTING  OF  OPTIONS.  Options  granted
          hereunder shall become exercisable pursuant to the following terms and
          (except  as  otherwise  expressly  provided  for  hereunder  or in any
          agreement  between  the  Company  and  the  Participant)  only  if the
          Participant is employed by the Company or any of its  subsidiaries (as
          determined  pursuant  to  Section 10 of the Plan) on the date on which
          such Option becomes exercisable.  An Option (or portion thereof) which
          becomes  exercisable  pursuant  to the terms of this  Section  4(b) is
          referred to as a "Vested Option." The Options granted  hereunder shall
          vest  and  become   exercisable   on  a  cumulative   basis  in  three
          installments of 108,334, 108,333 and 108,333 Options on, respectively,
          the  first,  second  and  third  anniversaries  of the Date of  Grant;
          provided that the Participant remains in the employ of the Company (as
          determined pursuant to Section 10 of the Plan); and provided, further,
          that in the  event of a Sale (as  defined  in the  Plan) or an IPO (as
          defined  in the  Plan) of the  Company  (x) all  outstanding  unvested
          Options held by the Participant shall become fully vested  immediately
          prior to the Effective  Date of such Sale or IPO, and (y)  appropriate
          provisions  shall be made by the Company to permit the  Participant to
          realize the value of his Options in  connection  with such Sale to the
          same extent as if he had  exercised in full  immediately  prior to the
          effective  date of such Sale and  participated  therein  (which,  with
          respect to consideration  other than cash, shall be determined in good
          faith by the Board of Directors).

               (c)  PROCEDURE  FOR EXERCISE AND PAYMENT FOR SHARES.  Exercise of
          these Options shall be made by the Participant's giving written notice
          to the Company.  Such written  notice shall be deemed  sufficient  for
          this  purpose  only  if it (i) is  delivered  to  the  Company  at its
          principal  offices,  (ii)  states  the  number of Option  Shares  with
          respect to which the Option is being  exercised,  and (iii) states the
          date, no earlier than the fifth business day after,  and no later than
          the tenth business day after, the date of such notice,  upon which the
          Option Shares shall be purchased and payment  therefor  shall be made.
          The payments for Option Shares purchased pursuant to exercise of these
          Options  shall be made at the principal  offices of the Company.  Upon
          (x) the exercise of any Option,  in compliance  with the provisions of
          this Section  4(c),  (y) receipt by the Company of the payment for the
          Option Shares so purchased together with cash in the amount of (or the
          making of  arrangements  referred  to in  Section  13 of the Plan with
          respect to) any taxes required to be collected or withheld as a result
          of the exercise of this  Option,  and (z) receipt by the Company of an
          executed copy of the Stockholders  Agreement  (unless such Participant
          is already a party thereto or the Company receives such other evidence
          as the Company may reasonably require to ensure that the Option Shares
          issuable   upon  exercise  of  the  Option  will  be  subject  to  the
          Stockholders  Agreement),  the  Company  shall  deliver or cause to be
          delivered to the  Participant so exercising an Option a certificate or
          certificates  for the number of Option  Shares  with  respect to which
          these  Options are  exercised  and payment is made.  The Option Shares
          shall  be  registered  in  the  name  of the  exercising  Participant;
          provided that in no event shall any Option  Shares be issued  pursuant
          to exercise of an Option until full payment  therefor  shall have been
          made in one of the manners set forth  below;  and  provided,  further,
          that until such  payment  has been made,  the  exercising  Participant
          shall have no rights of a shareholder. For purposes of this paragraph,
          the date of issuance  shall be the date upon which payment in full has
          been received by the Company as provided herein.  Notwithstanding  the
          foregoing,  if a Put Right has been exercised by the  Participant or a
          Call  Right  has  been  exercised  by  the  Company  pursuant  to  the
          Stockholders Agreement,  with respect to the Option, such Option shall
          be  cancelled,  effective  upon  receipt  by  the  Participant  of the
          consideration provided for in the Stockholders Agreement. The exercise
          price shall be payable at the election of the Participant, in whole or
          in part,  in any one or a  combination  of cash or Mature Common Stock
          valued at the Fair Value Price (as  defined  below) as of the date the
          notice of exercise is given.  Mature Common Stock is defined as shares
          of Common Stock held by such Participant for more than six months.

               (d) CASH-OUT OF CERTAIN OPTIONS.

                    (i) Without  limiting  any rights of the  Company  under the
               Stockholders  Agreement,  the Committee or the Board of Directors
               may in its sole  discretion  cancel  the  vested  portion  of any
               Option or Options  held by a person who is at such time no longer
               an employee or  director  of the Company or its  subsidiaries  in
               exchange for a cash  payment  equal to the excess of (x) the Fair
               Value Price (as defined in the Plan) of the Option Shares subject
               to such Vested Option,  over (y) the Option Price for such Option
               Shares, multiplied by the number of Option Shares subject to such
               cancelled Options;  PROVIDED,  HOWEVER,  that the exercise of the
               right of the Committee or Board of Directors  hereunder shall not
               be made in contemplation of a Sale or an IPO.

                    (ii) Without  limiting  any rights of the Company  under the
               Stockholders  Agreement,  the Committee or the Board of Directors
               may  cancel  any  outstanding  Options  in  exchange  for a  cash
               payment,  or in the  discretion  of the Committee or the Board of
               Directors payment of other property,  to the Participant equal to
               the excess of (x) the fair market  value (as  determined  in good
               faith  by  the  Board  of   Directors  of  the  Company)  of  the
               consideration  received per  Stonington  Share by the  Stonington
               Investor in any sale (by merger,  stock purchase or otherwise) to
               a  Person  which  is  not an  Affiliate  of  the  Company  or any
               Stonington  Investor  of all  the  then  issued  and  outstanding
               Stonington  Shares (as defined in the Stockholders  Agreement) (a
               "TRANSFER  EVENT"),  over (y) the  Option  Price for such  Option
               Shares, multiplied by the number of Option Shares subject to such
               cancelled  Options,  in each case effective upon the consummation
               of the Transfer Event.

                    (e) STOCKHOLDER RIGHTS. The Participant shall have no rights
               as a  stockholder  with  respect to any Option  Shares until such
               Participant  shall have exercised the related Options and until a
               certificate  or  certificates  evidencing  such shares shall have
               been issued to the  Participant,  and no adjustment shall be made
               for dividends or  distributions or other rights in respect of any
               share for which the  record  date is prior to the date upon which
               the Participant shall become the holder of record thereof.

                    (f) DIVIDENDS AND DISTRIBUTIONS.  Any shares of Common Stock
               or other securities of the Company received by the Participant as
               a result of a stock  distribution to holders of Option Shares, as
               a stock  dividend  on  Option  Shares  or  pursuant  to a similar
               transaction  shall be  subject to the same  restrictions  as such
               Option  Shares,  and all  references to Option  Shares  hereunder
               shall be deemed to include  such shares of Common  Stock or other
               securities.

          5.  REQUIREMENTS OF LAW AND OF CERTAIN  AGREEMENTS.  If any law or any
regulation of any commission or agency of competent  jurisdiction  shall require
the Company or the exercising Participant to take any action with respect to any
Option  Shares,  then the date upon which the Company shall issue or cause to be
issued the certificate or certificates for such Option Shares shall be postponed
until  full  compliance  has been  made  with all  such  requirements  of law or
regulation;  provided that the Company shall use reasonable  efforts to take all
necessary action to comply with such requirements of law or regulation. Further,
if  requested  by the  Company,  at or before the time of the  issuance  of such
Option  Shares,  the  Participant  shall  deliver  to the  Company  his  written
statements  satisfactory in form and content to the Company,  that he intends to
hold the Option Shares so acquired by him for  investment and not with a view to
resale  or  other  distribution  thereof  to  the  public  in  violation  of the
Securities Act or any applicable state  securities or "blue sky" law.  Moreover,
in the event that the Company shall  determine in its sole  discretion  that, in
compliance with the Securities Act or any applicable  state  securities or "blue
sky" law, it is necessary to register  any of the Option  Shares,  or to qualify
any  such  Option  Shares  for  exemption  from any of the  requirements  of the
Securities Act or any other applicable statute or regulation,  no Options may be
exercised  until the  required  action  has been  completed;  provided  that the
Company shall use reasonable efforts to take all necessary action to comply with
such requirements of law or regulation. All Option Shares shall bear the legends
provided for in the Stockholders Agreement.


               6. MISCELLANEOUS.

               (a) NO RIGHTS TO GRANTS OR CONTINUED EMPLOYMENT.  The Participant
          shall not have any claim or right to receive  grants of Options  under
          the Plan.  Neither the Plan nor this Agreement nor any action taken or
          omitted to be taken hereunder or thereunder  shall be deemed to create
          or confer on the Participant any right to be retained in the employ of
          the  Company  or any  Subsidiary  or other  affiliate  thereof,  or to
          interfere  with or to limit in any way the right of the Company or any
          Subsidiary or other  affiliate  thereof to terminate the employment of
          the Participant at any time.

               (b) TAX WITHHOLDING. No later than the date as of which an amount
          first becomes  includible in the gross income of the  Participant  for
          Federal  income tax purposes  with respect to Option  Shares  acquired
          pursuant to the  exercise of any Option  hereunder,  such  Participant
          shall pay to the Company, or make arrangements reasonably satisfactory
          to the Company regarding the payment of, any Federal,  state, local or
          foreign  taxes of any kind required by law to be withheld with respect
          to such amount;  PROVIDED,  HOWEVER,  that such  arrangements need not
          involve  the  advancement  by the  Company  of any funds to, for or on
          behalf of any  Participant or the incurrence or payment by the Company
          of any costs or expenses.  The  obligations  of the Company  hereunder
          shall be conditional on such payment or arrangements,  and the Company
          shall,  to the extent  permitted by law,  have the right to deduct any
          such taxes from any payment otherwise due to the Participant.

               (c) NO  RESTRICTION  ON  RIGHT OF  COMPANY  TO  EFFECT  CORPORATE
          CHANGES.  Neither the Plan nor this Agreement  shall affect in any way
          the  right or  power of the  Company  or its  stockholders  to make or
          authorize any or all adjustments,  recapitalizations,  reorganizations
          or other changes in the capital  structure or business of the Company,
          or any merger or consolidation  of the Company,  or any issue of stock
          or of  options,  warrants  or  rights to  purchase  stock or of bonds,
          debentures,  preferred  or prior  preference  stocks  whose rights are
          superior to or affect the Common Stock or the rights  thereof or which
          are  convertible  into  or  exchangeable  for  Common  Stock,  or  the
          dissolution or liquidation of the Company,  or any sale or transfer of
          all or any part of the assets or business of the Company, or any other
          corporate  act  or  proceeding,  whether  of a  similar  character  or
          otherwise.

               (d) 1934 ACT.  Notwithstanding  anything contained in the Plan or
          this Agreement to the contrary, if the consummation of any transaction
          under  the  Plan  or  this  Agreement  would  result  in the  possible
          imposition of liability to the  Participant  pursuant to Section 16(b)
          of the 1934 Act, the Board of Directors  or the  Committee  shall have
          the right,  in its sole  discretion,  but shall not be  obligated,  to
          defer  such   transaction  to  the  extent  necessary  to  avoid  such
          liability, but in no event for a period in excess of 180 days.

               7. SURVIVAL; ASSIGNMENT.

               (a) All  agreements,  representations  and warranties made herein
          and in any  certificates  delivered  pursuant hereto shall survive the
          issuance to the  Participant of the Options and the Option Shares and,
          notwithstanding any investigation  heretofore or hereafter made by the
          Participant  or the Company or on the  Participant's  or the Company's
          behalf,  shall  continue in full force and  effect.  Without the prior
          written consent of the Company,  the Participant may not assign any of
          his  rights  hereunder  except  by will or the  laws  of  descent  and
          distribution.  Whenever in this Agreement any of the parties hereto is
          referred to, such  reference  shall be deemed to include the heirs and
          permitted  successors  and assigns of such party;  and all  agreements
          herein  by or on  behalf  of the  Company,  or by or on  behalf of the
          Participant,  shall  bind and  inure to the  benefit  of the heirs and
          permitted successors and assigns of such parties hereto.

               (b) The  Company  shall  have the  right to  assign to any of its
          affiliates any of its rights,  or to delegate to any of its affiliates
          any of its obligations, under this Agreement.

          8. CERTAIN REMEDIES. Without intending to limit the remedies available
to  the  Company,  the  Participant  agrees  that  damages  at  law  will  be an
insufficient  remedy  in the event the  Participant  violates  the terms of this
Agreement.  The  Participant  agrees  that the  Company  may  apply for and have
injunctive or other equitable  relief in any court of competent  jurisdiction to
restrain  the breach or  threatened  breach  of, or  otherwise  specifically  to
enforce, any of the provisions hereof.

          9. NOTICES. All notices and other  communications  provided for herein
shall be in  writing  and shall be  delivered  by hand or sent by  certified  or
registered mail, return receipt requested, postage prepaid, addressed, if to the
Participant,  to his  attention at the mailing  address set forth at the foot of
this Agreement (or to such other address as the Participant shall have specified
to the Company in writing)  and, if to the  Company,  c/o  Stonington  Partners,
Inc.,  767 Fifth Avenue,  New York,  New York 10153,  Attention:  Scott M. Shaw,
Principal.  All such  notices  shall be  conclusively  deemed to be received and
shall  be  effective,  if sent by hand  delivery,  upon  receipt,  or if sent by
registered  or  certified  mail,  on the fifth  day after the day on which  such
notice is mailed.

          10.  WAIVER.  The  waiver  by  either  party  of  compliance  with any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any  other  provision  of this  Agreement,  or of any  subsequent
breach by such party of a provision of this Agreement.

          11. ENTIRE  AGREEMENT;  GOVERNING  LAW.  This  Agreement and the other
related  agreements  expressly referred to herein set forth the entire agreement
and understanding  between the parties hereto and supersede all prior agreements
and understandings  relating to the subject matter hereof. This Agreement may be
executed  in one or more  counterparts,  each of which  shall be deemed to be an
original,  but all such counterparts shall together  constitute one and the same
agreement.  The headings of sections and subsections  herein are included solely
for  convenience  of  reference  and shall not affect the  meaning of any of the
provisions of this Agreement. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.

          IN WITNESS  WHEREOF,  the  Company  has caused  this  Agreement  to be
executed by its duly  authorized  officer and the  Participant has executed this
Agreement, both as of the day and year first written above.

                                   DICTAPHONE CORPORATION


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


                                   PARTICIPANT


                                   /S/ JOHN H. DUERDEN
                                   _________________________________________
                                   Name:     John H. Duerden
                                   Address:



Option Price:    $10.00

Date of Grant:   August 1, 1997