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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

DIALOGIC INC.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

25250T100

(CUSIP Number)

October 1, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

TABLE OF CONTENTS


	Item 1(a). Name of Issuer:
	Item 1(b). Address of Issuer’s Principal Executive Offices:
	Item 2(a). Name of Person Filing:
	Item 2(b). Address of Principal Business Office or, if None, Residence:
	Item 2(c). Citizenship:
	Item 2(d). Title of Class of Securities:
	Item 2(e). CUSIP Number:
	Item 3 If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	Item 4. Ownership:
	Item 5. Ownership of Five Percent or Less of a Class:
	Item 6. Ownership of More than Five Percent on Behalf of Another Person:
	Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
	Item 8. Identification and Classification of Members of the Group:
	Item 9. Notice of Dissolution of Group:
	Item 10. Certification:
SIGNATURE


CUSIP No.		25250T100		Page		2		of		10


1.	NAME OF REPORTING PERSON I. R. S. Identification No. of Above Person (entities only) TowerBrook Investors L.P.


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5.	SOLE VOTING POWER

NUMBER OF			2,309,445

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,309,445

WITH		8.	SHARED DISPOSITIVE POWER

			-0-

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,309,445

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.45%⁽¹⁾

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

⁽¹⁾

Assumes a total of 31,000,000 shares of Common Stock of Dialogic Inc. are outstanding, which is based on the Form 8-K filed by Dialogic Inc. on October 6, 2010, in which Dialogic Inc. stated that as of October 1, 2010, Dialogic Inc. had approximately 31,000,000 shares of its Common Stock outstanding.


CUSIP No.		25250T100		Page		3		of		10


1.	NAME OF REPORTING PERSON I. R. S. Identification No. of Above Person (entities only) TCP General Partner L.P.


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5.	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,309,445⁽¹⁾

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8.	SHARED DISPOSITIVE POWER

			2,309,445⁽¹⁾

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,309,445⁽¹⁾

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.45%⁽²⁾

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

⁽¹⁾		With respect to TCP General Partner L.P., solely in its capacity as the general partner of TowerBrook Investors L.P. TowerBrook Investors L.P. owns 2,309,445 shares of Common Stock of Dialogic Inc.

⁽²⁾		Assumes a total of 31,000,000 shares of Common Stock of Dialogic Inc. are outstanding, which is based on the Form 8-K filed by Dialogic Inc. on October 6, 2010, in which Dialogic Inc. stated that as of October 1, 2010, Dialogic Inc. had approximately 31,000,000 shares of its Common Stock outstanding.


CUSIP No.		25250T100		Page		4		of		10


1.	NAME OF REPORTING PERSON I. R. S. Identification No. of Above Person (entities only) TowerBrook Capital Partners LLC


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5.	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			2,309,445⁽¹⁾

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8.	SHARED DISPOSITIVE POWER

			2,309,445⁽¹⁾

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,309,445⁽¹⁾

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.45%⁽²⁾

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

⁽¹⁾		With respect to TowerBrook Capital Partners LLC, solely in its capacity as the general partner of TCP General Partner L.P. TCP General Partner L.P. is the general partner of TowerBrook Investors L.P., and TowerBrook Investors L.P. owns 2,309,445 shares of Common Stock of Dialogic Inc.

⁽²⁾		Assumes a total of 31,000,000 shares of Common Stock of Dialogic Inc. are outstanding, which is based on the Form 8-K filed by Dialogic Inc. on October 6, 2010, in which Dialogic Inc. stated that as of October 1, 2010, Dialogic Inc. had approximately 31,000,000 shares of its Common Stock outstanding.


CUSIP No.		25250T100		Page		5		of		10

Introduction

Pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, TowerBrook Investors L.P., TCP General Partner L.P. and TowerBrook Capital Partners LLC are making this joint filing on Schedule 13G.


CUSIP No.		25250T100		Page		6		of		10


Item 3	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

	(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

	(j)	o	Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

	Not Applicable


CUSIP No.		25250T100		Page		7		of		10


Item 4.		Ownership:

(a)

Amount beneficially owned and (b) Percent of class:

	(I)		TowerBrook Investors L.P. owns 2,309,445 shares of Common Stock of Dialogic Inc., which represents approximately 7.45%⁽¹⁾ of the total number of shares of Dialogic Inc.’s Common Stock outstanding.

	(II)		TCP General Partner L.P. is the general partner of TowerBrook Investors L.P.; therefore, TCP General Partner L.P. may be deemed to indirectly beneficially own the shares of Dialogic Inc.’s Common Stock held directly by TowerBrook Investors L.P.

	(III)		TowerBrook Capital Partners LLC is the general partner of TCP General Partners L.P., and TCP General Partner L.P. is the general partner of TowerBrook Investors L.P.; therefore TowerBrook Capital Partners LLC may be deemed to indirectly beneficially own the shares of Dialogic Inc.’s Common Stock held directly by TowerBrook Investors L.P. The Managing Members of TowerBrook Capital Partners LLC are Neal Moszkowski and Ramez Sousou.

		By virtue of the relationships described above, each of TCP General Partner L.P. and TowerBrook Capital Partners LLC may be deemed to have an indirect beneficial ownership of 2,309,445 shares of Common Stock of Dialogic Inc., which represents approximately 7.45%⁽¹⁾ of the total number of shares of Dialogic Inc.’s Common Stock outstanding.

		Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by TCP General Partner L.P. or TowerBrook Capital Partners LLC that it is the beneficial owner of any shares of Dialogic Inc.’s Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and, except to the extent of its respective pecuniary interest, such beneficial ownership is expressly disclaimed by each of TCP General Partner L.P. and TowerBrook Capital Partners LLC.

(c)

Number of shares as to which the person has:

	(i)		Sole power to vote or direct the vote:

			See Item 5 of each cover page

	(ii)		Shared power to vote or direct the vote:

			See Item 6 of each cover page

	(iii)		Sole power to dispose or to direct the disposition of:

			See Item 7 of each cover page

	(iv)		Shared power to dispose or to direct the disposition of:

			See Item 8 of each cover page


⁽¹⁾		Assumes a total of 31,000,000 shares of Common Stock of Dialogic Inc. are outstanding, which is based on the Form 8-K filed by Dialogic Inc. on October 6, 2010, in which Dialogic Inc. stated that as of October 1, 2010, Dialogic Inc. had approximately 31,000,000 shares of its Common Stock outstanding.


CUSIP No.		25250T100		Page		8		of		10


Item 5.		Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. o

Not Applicable.


Item 6.		Ownership of More than Five Percent on Behalf of Another Person:

See response to Items 4(a) and 4(b) above.


Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Not Applicable


Item 8.		Identification and Classification of Members of the Group:

TowerBrook Investors L.P., TCP General Partner L.P., TowerBrook Capital Partners LLC are the members of the group filing this Schedule 13G pursuant to Rule 13d-1(c) of the Act; provided that each of them expressly disclaims that they have agreed to act as a group other than as described in this statement.


Item 9.		Notice of Dissolution of Group:

Not Applicable


Item 10.		Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

[Remainder of Page Intentionally Left Blank]


CUSIP No.		25250T100		Page		9		of		10

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


October 8, 2010	TOWERBROOK INVESTORS L.P.
	By:	TCP General Partner L.P.
	Its:	General Partner

	By:	TowerBrook Capital Partners LLC
	Its:	General Partner

	By:	Neal Moszkowski and Ramez Sousou
	Its:	Managing Members

	By:	/s/ Neal Moszkowski
		Name:	Neal Moszkowski
		Title:	Managing Member

	By:	/s/ Ramez Sousou
		Name:	Ramez Sousou
		Title:	Managing Member

October 8, 2010	TCP GENERAL PARTNER L.P.
	By:	TowerBrook Capital Partners LLC
	Its:	General Partner

	By:	Neal Moszkowski and Ramez Sousou
	Its:	Managing Members

	By:	/s/ Neal Moszkowski
		Name:	Neal Moszkowski
		Title:	Managing Member

	By:	/s/ Ramez Sousou
		Name:	Ramez Sousou
		Title:	Managing Member

October 8, 2010	TOWERBROOK CAPITAL PARTNERS LLC
	By:	Neal Moszkowski and Ramez Sousou
	Its:	Managing Members

	By:	/s/ Neal Moszkowski
		Name:	Neal Moszkowski
		Title:	Managing Member

	By:	/s/ Ramez Sousou
		Name:	Ramez Sousou
		Title:	Managing Member


CUSIP No.		25250T100		Page		10		of		10

EXHIBIT A
JOINT FILING AGREEMENT

EXHIBIT A

SCHEDULE 13G
JOINT FILING AGREEMENT

This Agreement is dated as of October 8, 2010 by and among TowerBrook Investors L.P. (“TBI”), TCP General Partner L.P. (“TCP GP”) and TowerBrook Capital Partners LLC (“TCP LLC”).

WHEREAS, pursuant to paragraph (k)(1) of Rule 13d-1 promulgated under Section 13d(1) of the Securities Exchange Act of 1934, as amended (the “Act”), the parties hereto have decided to satisfy their filing obligations under the Act by a single joint filing.

NOW, THEREFORE, the undersigned do hereby agree as follows:

1. The Schedule 13G (the “Schedule 13G”) with respect to Dialogic Inc., a Delaware corporation, to which this Agreement is attached as Exhibit A is filed on behalf of TBI, TCP GP and TCP LLC. TCP GP and TCP LLC hereby authorize TBI to file the Schedule 13G on their behalf.

2. Each of TBI, TCP GP and TCP LLC is responsible for the completeness and accuracy of the information concerning such person or entity contained therein, but is not responsible for the completeness or accuracy of the information concerning any other person or entity making such filing.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned hereto signed this Agreement as of the date first above written.


October 8, 2010	TOWERBROOK INVESTORS L.P.
	By:	TCP General Partner L.P.
	Its:	General Partner

	By:	TowerBrook Capital Partners LLC
	Its:	General Partner

	By:	Neal Moszkowski and Ramez Sousou
	Its:	Managing Members

	By:	/s/ Neal Moszkowski
		Name:	Neal Moszkowski
		Title:	Managing Member

	By:	/s/ Ramez Sousou
		Name:	Ramez Sousou
		Title:	Managing Member

October 8, 2010	TCP GENERAL PARTNER L.P.
	By:	TowerBrook Capital Partners LLC
	Its:	General Partner

	By:	Neal Moszkowski and Ramez Sousou
	Its:	Managing Members

	By:	/s/ Neal Moszkowski
		Name:	Neal Moszkowski
		Title:	Managing Member

	By:	/s/ Ramez Sousou
		Name:	Ramez Sousou
		Title:	Managing Member

October 8, 2010	TOWERBROOK CAPITAL PARTNERS LLC
	By:	Neal Moszkowski and Ramez Sousou
	Its:	Managing Members

	By:	/s/ Neal Moszkowski
		Name:	Neal Moszkowski
		Title:	Managing Member

	By:	/s/ Ramez Sousou
		Name:	Ramez Sousou
		Title:	Managing Member

Item 1(a).

Name of Issuer:

Dialogic Inc., a Delaware corporation