Exhibit 10.19
                                                                  -------------


                             DICTAPHONE CORPORATION

           THIRD AMENDMENT (TECHNICAL CORRECTION) TO CREDIT AGREEMENT


           This THIRD AMENDMENT (TECHNICAL CORRECTION) TO CREDIT AGREEMENT (this
"AMENDMENT")  is  dated  as of July  21,  1997  and  entered  into by and  among
DICTAPHONE  CORPORATION  (formerly  Dictaphone  Acquisition  Inc.),  a  Delaware
corporation ("COMPANY"),  and the financial institutions listed on the signature
pages hereof  ("LENDERS"),  and is made with  reference  to that certain  Credit
Agreement  dated as of August 7,  1995,  as  amended  to the date  hereof (as so
amended, the "CREDIT AGREEMENT"),  by and among Company,  Lenders,  NationsBank,
N.A. (Carolinas), as documentation agent for Lenders, and Bankers Trust Company,
as  administrative  agent for  Lenders.  Capitalized  terms used herein  without
definition  shall  have the same  meanings  herein  as set  forth in the  Credit
Agreement.


                                    RECITALS

           WHEREAS,   pursuant  to  that  certain  Second  Amendment  to  Credit
Agreement  dated as of June 27,  1997  (the  "SECOND  AMENDMENT"),  Company  and
Lenders amended certain  provisions of the Credit  Agreement for the purpose of,
among other things,  permitting Company and Subsidiary Guarantors to incur up to
$10,000,000 of Indebtedness  under subsection  7.1(viii) of the Credit Agreement
("OUTSIDE INDEBTEDNESS");

           WHEREAS, the purpose of increasing the amount of Outside Indebtedness
that  Company  and  Subsidiary  Guarantors  are able to incur was,  among  other
things,  to permit  Company  and  Subsidiary  Guarantors  to  obtain  additional
financing for working capital purposes;

           WHEREAS,  a literal  interpretation  of the  provisions of subsection
2.4B(iii)(d)  of the Credit  Agreement  would require  Company to apply the Cash
proceeds of any debt Securities of Company or any of its Subsidiaries, including
Cash  proceeds  of  any  Outside  Indebtedness  as  well  as  Cash  proceeds  of
intercompany  Indebtedness  permitted  under  subsection  7.1(iv)  of the Credit
Agreement, Cash proceeds of Indebtedness of Foreign Subsidiaries permitted under
subsection 7.1(v) of the Credit  Agreement,  and Cash proceeds of purchase-money
Indebtedness  permitted under subsection  7.1(vii) of the Credit  Agreement,  to
prepay the Term Loans;

           WHEREAS,  such application would cause the proceeds of such permitted
Indebtedness  (including any Outside  Indebtedness)  to be  unavailable  for the
purposes  for  which   Lenders   intended  to  permit   Company  to  incur  such
Indebtedness; and

           WHEREAS, Company and Lenders desire to correct such unintended result
of the provisions of subsection 2.4B(iii)(d) of the Credit Agreement by amending
such  subsection   2.4B(iii)(d)  to  clarify  that  the  Cash  proceeds  of  any
Indebtedness permitted under subsection 7.1 of the Credit Agreement are excluded
from the prepayment requirements of such subsection 2.4B(iii)(d):

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

<PAGE>

                  SECTION 1. AMENDMENT TO THE CREDIT AGREEMENT

           Subsection  2.4B(iii)(d) of the Credit Agreement is hereby amended by
adding  the phrase ", other than Cash  proceeds  of any  Indebtedness  permitted
under  subsection  7.1,"  immediately  after  the  phrase  "any  debt or  equity
Securities of Company or any of its Subsidiaries" contained therein.


                    SECTION 2. COMPANY'S REPRESENTATIONS AND
                                   WARRANTIES

           In order to induce  Lenders to enter into this Amendment and to amend
the Credit  Agreement in the manner  provided  herein,  Company  represents  and
warrants to each  Lender that the  following  statements  are true,  correct and
complete:

           A.    CORPORATE  POWER AND  AUTHORITY.  Company  has  all  requisite
corporate  power and authority to enter into this Amendment and to carry out the
transactions  contemplated  by, and perform its  obligations  under,  the Credit
Agreement as amended by this Amendment (the "AMENDED AGREEMENT").

           B.    AUTHORIZATION OF AGREEMENTS.  The  execution  and  delivery of 
this  Amendment  and the  performance  of the Amended  Agreement  have been duly
authorized by all necessary corporate action on the part of Company.

           C. NO  CONFLICT.  The  execution  and  delivery  by  Company  of this
Amendment  and the  performance  by Company of the Amended  Agreement do not and
will  not (i)  violate  any  provision  of any law or any  governmental  rule or
regulation applicable to Company or any of its Subsidiaries,  the Certificate or
Articles of Incorporation or Bylaws of Company or any of its Subsidiaries or any
order,  judgment or decree of any court or other agency of government binding on
Company or any of its Subsidiaries, (ii) conflict with, result in a breach of or
constitute  (with  due  notice  or lapse of time or both) a  default  under  any
Contractual Obligation of Company or any of its Subsidiaries, (iii) result in or
require the creation or  imposition  of any Lien upon any of the  properties  or
assets of Company or any of its Subsidiaries (other than Liens created under any
of the Loan  Documents in favor of Agent on behalf of Lenders),  or (iv) require
any approval of  stockholders or any approval or consent of any Person under any
Contractual Obligation of Company or any of its Subsidiaries.

           D.    GOVERNMENTAL CONSENTS.  The execution and  delivery  by Company
of this Amendment and the performance by Company of the Amended Agreement do not
and will not require any  registration  with,  consent or approval of, or notice
to, or other  action to, with or by, any  federal,  state or other  governmental
authority or regulatory body.

           E. BINDING OBLIGATION.  This Amendment and the Amended Agreement have
been duly  executed  and  delivered  by Company  and are the  legally  valid and
binding  obligations of Company,  enforceable against Company in accordance with
their  respective  terms,  except as may be limited by  bankruptcy,  insolvency,
reorganization,  moratorium or similar laws  relating to or limiting  creditors'
rights generally or by equitable principles relating to enforceability.

           F.  INCORPORATION  OF  REPRESENTATIONS  AND  WARRANTIES  FROM  CREDIT
AGREEMENT.  The  representations  and  warranties  contained in Section 4 of the
Credit  Agreement  are and will be true,  correct and  complete in all  material
respects on and as of the date of  effectiveness  of this  Amendment (the "THIRD
AMENDMENT  EFFECTIVE  DATE") to the same extent as though made on and as of that
date,  except to the extent such  representations  and  warranties  specifically
relate to an earlier date, in which case they were true, correct and complete in
all material respects on and as of such earlier date.

           G.    ABSENCE OF DEFAULT.  No event has occurred and is continuing or
will result  from the  consummation  of the  transactions  contemplated  by this
Amendment  that would  constitute  an Event of Default or a  Potential  Event of
Default.


<PAGE>

                            SECTION 3. MISCELLANEOUS

           A.    REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT
                 AND THE OTHER LOAN DOCUMENTS.

           (i) On and after the Third  Amendment  Effective Date, each reference
      in the  Credit  Agreement  to  "this  Agreement",  "hereunder",  "hereof",
      "herein" or words of like import  referring to the Credit  Agreement,  and
      each  reference  in the other Loan  Documents  to the "Credit  Agreement",
      "thereunder",  "thereof"  or words of like import  referring to the Credit
      Agreement shall mean and be a reference to the Amended Agreement.

           (ii) Except as  specifically  amended by this  Amendment,  the Credit
      Agreement  and the other  Loan  Documents  shall  remain in full force and
      effect and are hereby ratified and confirmed.

           (iii) The execution, delivery and performance of this Amendment shall
      not,  except as  expressly  provided  herein,  constitute  a waiver of any
      provision  of, or  operate  as a waiver of any  right,  power or remedy of
      Agent or any Lender under,  the Credit  Agreement or any of the other Loan
      Documents.

           B.    FEES AND EXPENSES.  Company  acknowledges  that all costs, fees
and expenses as described in subsection 10.2 of the Credit Agreement incurred by
Agent and its counsel  with  respect to this  Amendment  and the  documents  and
transactions contemplated hereby shall be for the account of Company.

           C.    HEADINGS.  Section and subsection  headings in  this Amendment
are included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.

           D.  APPLICABLE  LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES  HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN  ACCORDANCE  WITH,  THE  INTERNAL  LAWS OF THE  STATE OF NEW YORK  (INCLUDING
WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF
NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

           E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and  delivered  shall be deemed an original,  but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single  counterpart so that all signature pages are physically  attached to
the same document. This Amendment shall become effective upon the execution of a
counterpart  hereof by Company and Requisite  Lenders and receipt by Company and
Agent of written or telephonic  notification of such execution and authorization
of delivery thereof.

<PAGE>



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<PAGE>
           IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to
be duly  executed and  delivered by their  respective  officers  thereunto  duly
authorized as of the date first written above.

                           COMPANY:

                           DICTAPHONE CORPORATION


                           By:  /s/ Joseph D. Skrzypczak
                           Title: Chief Financial Officer



                           LENDERS:

                           BANKERS TRUST COMPANY


                           By:  /s/ Robert R. Telesca
                           Title:  Assistant Vice President



                           NATIONSBANK, N.A. (CAROLINAS)


                           By:  /s/ Robert Wilson
                           Title:  Vice President



                           BANQUE PARIBAS


                           By: /s/ Douglas Gouchoe
                           Title:  Vice President

                           By:  /s/ Edward Irwin
                           Title:  Vice President



                           THE CHASE MANHATTAN BANK


                           By:  /s/ Neil Sweeny
                           Title:  Vice President



                           THE BANK OF NOVA SCOTIA


                           By:___________________________
                           Title:________________________

<PAGE>


                           THE FUJI BANK, LTD.
                           NEW YORK BRANCH


                           By:___________________________
                           Title:________________________



                           U.S. BANK


                           By:  /s/ Monica J. Treacy
                           Title:  Assistant Vice President



                           THE BANK OF TOKYO-MITSUBISHI, LIMITED


                           By:___________________________
                           Title:________________________


                           PILGRIM AMERICA PRIME RATE TRUST


                           By:  /s/ Thomas C. Hunt
                           Title:  Assistant Portfolio Manager



                           MERRILL LYNCH SENIOR
                           FLOATING RATE FUND, INC.


                           By:___________________________
                           Title:________________________



                           MERRILL LYNCH PRIME RATE PORTFOLIO


                           By:___________________________
                           Title:________________________



                           MERRILL LYNCH DEBT STRATEGIES
                           PORTFOLIO INC.


                           By:___________________________
                           Title:________________________




<PAGE>

                           ML CBO IV (CAYMAN) LTD.


                           By:  /s/ James Dondero CPA, CFA
                           Title:  President-Protective Asset Management, L.L.C.




                           ORIX USA CORPORATION


                           By:___________________________
                           Title:________________________



                           FIRST SOURCE FINANCIAL LLP

                           BY:  First Source Financial, Inc., its
                                Agent/Manager


                           By:  /s/ James W. Wilson
                           Title:  Senior Vice President



                           CREDIT AGRICOLE INDOSUEZ


                           By:___________________________
                           Title:________________________



                           MORGAN STANLEY SENIOR FUNDING, INC.


                           By:  /s/ Christopher A. Pucillo
                           Title:  Vice President



                           GOLDMAN SACHS CREDIT PARTNERS L.P.


                           By:  /s/ John E. Urban
                           Title:  Authorized Signer


                           THE LONG-TERM CREDIT BANK OF JAPAN,
                           LIMITED, NEW YORK BRANCH


                           By:  /s/ Shuichi Tajima
                           Title:  Deputy General Manager


                           CARGILL FINANCIAL SERVICES CORPORATION


                           By:  /s/ Patrick Halloran
                           Title:  Vice President