SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                     --------------------------------------

                                    FORM 8-K
                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

     Date of Report (date of earliest event reported):  March 2, 1999

                              DIALOGIC CORPORATION

                       -----------------------------------
             (Exact name of registrant as specified in its charter)

     New Jersey                33-59598                       22-2476114
     (State or other           (Commission                    (IRS Employer
     jurisdiction of             File Number)                 Identification
     incorporation)                                           Number)

     1515 Route 10, Parsippany, New Jersey                    07054
     (Address of principal executive offices)                 (Zip Code)

     Registrant's telephone number,
     Including area code:  (973) 993-3000






     Item 5.  Other Events


         On March 2,  1999,  Dialogic  Corporation  ("Dialogic")  and  Microsoft
Corporation  ("Microsoft")  announced  that they have  entered  into a strategic
alliance relating to Dialogic's CT server initiative and Dialogic's CT Media for
Windows NT middleware product.

         Under the terms of a license and development agreement,  Microsoft will
become a nonexclusive  licensee of Dialogic's CT Media for Windows NT middleware
product. Dialogic will enter into development activities for Microsoft to create
specific  applications  in the telephony  space which will be owned by Microsoft
and to provide other  support and  development  services.  Under the license and
development agreement, Microsoft's payments to Dialogic over the next four years
are expected to be $20 million for the initial licenses for CT Media for Windows
NT, the development  services and certain  support.  Microsoft and Dialogic have
agreed to work  jointly to assure a single code base for CT Media in the future.
Microsoft's license to CT Media is subject to certain  contractual  limitations,
and Dialogic will continue to own and remains free to license CT Media.

         In a separate  transaction,  also  occurring  March 2, 1999,  Microsoft
agreed,  for an aggregate  purchase price of $24.2 million,  to acquire  860,681
newly issued shares of Dialogic common stock and a warrant  entitling  Microsoft
to purchase  279,869 shares of Dialogic common stock.  The warrant has a term of
four years and is  exercisable  at a price of $35.19 per share.  Both the issued
shares and the shares  resulting from the exercise of the warrant are subject to
a lockup period beginning on the transaction  date. During the first year of the
lockup period,  Microsoft may sell none of the shares,  and may only sell 50% of
the shares in the second year of the lockup period. Thereafter all shares may be
freely  sold.  On March 2, 1999,  Dialogic  issued  the  shares  and  warrant to
Microsoft.

____________________
Microsoft, Windows and Windows NT are either registered trademarks or trademarks
of Microsoft Corp. in the United States and/or other countries. Dialogic and the
Dialogic logo are registered trademarks of Dialogic  Corporation.  Other product
and company names herein may be trademarks of their respective owners.

Statements  expressing  the beliefs and  expectations  of  management  regarding
future  performance and events  (including  expectation of Microsoft's  payments
under the license and  development  agreement)  are  forward-looking  statements
under the Private Securities Litigation Reform Act of 1995 and involve risks and
uncertainties.  These risks are detailed from time to time in Dialogic's filings
with the Securities and Exchange Commission,  including Dialogic's Form 10-K for
the year ended Dec. 31, 1997,  and its Form 10-Qs filed since December 31, 1997.
Actual results may differ from those expressed or implied in the forward-looking
statements.



                                   SIGNATURES

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                          DIALOGIC CORPORATION


                          By: /s/ Theodore M. Weitz
                                  Theodore M. Weitz
                                  Vice President, General Counsel and Secretary

Dated:  March 19, 1999