EXHIBIT 2.10
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                                FIRST AMENDMENT
                                        

                                      TO

           AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION
           ---------------------------------------------------------
                                        
                                        


     This Amendment is made as of the 24th day of October, 1997 by and among
VIALOG Corporation ("VIALOG"), CDC Acquisition Corporation (the "VIALOG Merger
Subsidiary"), Communication Development Corporation (the "Company") and Patti R.
Bisbano and Maurya Suda (the "Principal Stockholders").


     WHEREAS, VIALOG, the VIALOG Merger Subsidiary, the Company and the
Principal Stockholders are parties to that certain Amended Agreement and Plan of
Reorganization dated September 30, 1997 (the "Agreement"); and

     WHEREAS, VIALOG, the VIALOG Merger Subsidiary, the Company and the
Principal Stockholders desire to amend the Agreement.

     NOW THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained herein and of those contained in the
Agreement, VIALOG, the VIALOG Merger Subsidiary, the Company and the Principal
Stockholders covenant, agree, represent and warrant as follows:

1.   Terms.  Terms defined in the Agreement are used herein as so defined unless
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     otherwise specifically stated herein.

2.   Amendments.  The Agreement is hereby amended as follows:
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     (A)  Section 1 of the PREAMBLE is amended and shall hereafter read as
          follows:

          "1.      The Company and the VIALOG Merger Subsidiary have agreed to
          carry out a business combination transaction upon the terms and
          subject to the conditions of this Agreement and in accordance with the
          Connecticut Business Corporation Act (the "BCA") and the General
          Corporation Law of the State of Delaware (the "DBCL"), pursuant to
          which the VIALOG Merger Subsidiary will merge with and into the
          Company (the "Merger") and the Stockholders and other Persons holding
          equity interests in the Company will convert their holdings into cash
          and shares of common stock, $.01 par value per share of VIALOG
          ("VIALOG Stock"), determined in accordance with Section 2.1(a)."

 
      (B) Section 1.1(a) is amended and shall hereafter read as follows:

          "(a)     Upon the terms and subject to the conditions set forth in
          this Agreement, and in accordance with the BCA and the DBCL at the
          Effective Time the VIALOG Merger Subsidiary will be merged with and
          into the Company. As a result of the Merger, the separate existence of
          the VIALOG Merger Subsidiary will cease and the Company will continue
          as the surviving corporation of the Merger (the "Surviving
          Corporation")."

3.   Except as specifically amended hereby, all other terms and provisions of
     the Agreement shall remain in full force and effect.

4.   This Amendment shall be binding upon and inure to the benefit of the
     parties hereto, their successors and assigns.


     EXECUTED as an instrument under seal as of the date first above written.


COMMUNICATION DEVELOPMENT                   VIALOG CORPORATION
CORPORATION


By:  /s/  Patti Bisbano                     By:  /s/  Glenn D. Bolduc
   -----------------------                     --------------------------
Name:    Patti Bisbano                      Name:    Glenn D. Bolduc
Title:   President                          Title:   President


PRINCIPAL STOCKHOLDERS:                     CDC ACQUISITION CORPORATION


   /s/  Patti Bisbano                       By:  /s/  Glenn D. Bolduc
- ---------------------------                    ----------------------------
Name:     Patti Bisbano                     Name:    Glenn D. Bolduc
                                            Title:   President
   /s/  Maurya Suda
- ----------------------------
Name:     Maurya Suda


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