<PAGE>   1
     As filed with the Securities and Exchange Commission on August 31, 1999

                                                             File No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------


                             PICTURETEL CORPORATION
             (Exact name of registrant as specified in its charter)

              DELAWARE                               04-2835972
    (State or Other Jurisdiction                  (I.R.S. Employer
  of Incorporation or Organization)              Identification No.)


                               100 Minutemen Road
                          Andover, Massachusetts 01810
                    (Address of Principal Executive Offices)

                                1999 EQUITY PLAN

                            ------------------------
                            (Full Title of the Plan)

                            W. Robert Kellegrew, Esq.
                                 General Counsel
                             PictureTel Corporation
                               100 Minutemen Road
                          Andover, Massachusetts 01810
                                 (978) 292-5000

 -------------------------------------------------------------------------------
 (Name, Address and Telephone Number, including Area Code, of Agent for Service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
===================== ================== ==================== ==================== ==============
 Title Of Securities        Amount         Proposed Maximum     Proposed Maximum      Amount Of
       To Be                To Be         Offering Price Per   Aggregate Offering   Registration
    Registered            Registered          Share (1)            Price (1)             Fee
--------------------- ------------------ -------------------- -------------------- --------------
Common Stock,
<S>                    <C>                     <C>                 <C>                 <C>
Par Value $.01         3,000,000 shares        $ 5.625             $16,875,000         $4,691.25
===================== ================== ==================== ==================== ==============
</TABLE>

(1)  ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
     PURSUANT TO RULE 457(H) ON THE BASIS OF THE HIGH AND LOW PRICES OF
     PICTURETEL CORPORATION COMMON STOCK, PAR VALUE $.01, REPORTED ON THE
     NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. AUTOMATED QUOTATIONS
     NATIONAL MARKET SYSTEM ON AUGUST 25, 1999.

                           EXHIBIT INDEX ON PAGE II-6
                               PAGE 1 OF 6 PAGES.
================================================================================


<PAGE>   2



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         PictureTel Corporation (the "Registrant" or the "Company") hereby
incorporates the following documents herein by reference:

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1998, as filed with the Securities and
                  Exchange Commission (the "Commission") on March 31, 1999
                  pursuant to Section 13 under the Securities Exchange Act of
                  1934, as amended (the "Exchange Act.")

         (b)      Quarterly Reports on Form 10-Q for the quarters ended April 4,
                  1999 and July 4, 1999, as filed with the Commission pursuant
                  to Section 13 under the Exchange Act, on May 19, 1999 and
                  August 18, 1999, respectively.


         (c)      Current Report on Form 8-K, as filed with the Commission
                  pursuant to Section 13 under the Exchange Act, on January 25,
                  1999.

         (d)      Form of the Registrant's Common Stock Certificate
                  (Incorporated by Reference to Exhibit 4(b) to the Registrant's
                  Registration Statement on Form S-8, No. 33-36315, as filed
                  with the Commission on August 10, 1990.)

         All documents subsequently filed by the Registrant pursuant to Section
13(a), Section 13(c), Section 14 and Section 15(d) of the Exchange Act prior to
the filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of the Delaware General Corporation Law, as
amended, provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. Section 145 further provides that a corporation similarly
may indemnify any such person serving in any such capacity who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the

                                      II-1


<PAGE>   3



corporation to procure a judgment in its favor, against expenses actually and
reasonably incurred in connection with the defense or settlement of such action
or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interest of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or such other court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

         Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided, however, that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law (relating to
unlawful payment of dividends and unlawful stock purchase and redemption) or
(iv) for any transaction from which the director derived an improper personal
benefit.

         The Registrant's Third Restated Certificate of Incorporation provides
that the Registrant's directors shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent and only to the extent that exculpation from liabilities is
not permitted under the Delaware General Corporation Law as in effect at the
time such liability is determined.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


                                      II-2


<PAGE>   4




Item 8.  EXHIBITS.

         Exhibit

         3.1.   Third Restated Certificate of Incorporation of the Registrant
                (Incorporated by Reference to Exhibit 3.1.4 of the Registrant's
                Quarterly Report on Form 10-Q for the quarter ended June 27,
                1992).

         3.2.   Amended and Restated By-Laws of the Registrant (Incorporated by
                Reference to Exhibit 1 to the Registrant's Current Report on
                Form 8-K as filed with the Commission on September 14, 1994).

         5.     Opinion of Ropes & Gray.

         10.1.  1999 Equity Plan

         23.1.  Consent of Ropes & Gray (See Exhibit 5).

         23.2.  Consent of PricewaterhouseCoopers LLP.

         24.    Power of Attorney (Included on Signature Page).

Item 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           registration statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in this Registration Statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                  above shall not apply if the information required to be
                  included in a post-effective amendment by those paragraphs is
                  contained in periodic reports filed with or furnished to the
                  Securities and Exchange Commission by the Registrant pursuant
                  to Section 13 or Section 15(d) of the Exchange Act that are
                  incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act, each such post-effective amendment shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

                                      II-3


<PAGE>   5





         (b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the Registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 that is incorporated by reference in the
                  Registration Statement shall be deemed to be a new
                  Registration Statement relating to the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial bona fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than the payment by the Registrant of
                  expenses incurred or paid by a director, officer or
                  controlling person of the Registrant in the successful defense
                  of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Act and will be
                  governed by the final adjudication of such issue.





                                      II-4


<PAGE>   6



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Andover, The Commonwealth
of Massachusetts, on this 31st day of August, 1999.

                             PICTURETEL CORPORATION

                             By: /s/ Arthur L. Fatum
                                -----------------------------------------
                                Name:  Arthur L. Fatum
                                Title: Vice President and Chief Financial
                                Officer (Principal Financial Officer and
                                Principal Accounting Officer)


                                POWER OF ATTORNEY
Dated:  August 31, 1999

         Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and constitutes W. Robert Kellegrew and Bruce R. Bond, and
each of them singly, his true and lawful attorneys, with full power to them, to
execute in the name and on behalf of such person in the capacities indicated
below any and all amendments (including any post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, making such changes in this Registration
Statement as the Registrant deems appropriate, and hereby ratifies and confirms
his signature as it may be signed by said attorneys, or any of them, to any and
all such amendments.


SIGNATURE                     CAPACITY IN WHICH SIGNED           DATE
---------                     ------------------------           ----


                                                                 August 31, 1999
/s/ Bruce R. Bond             Chairman of the Board,
---------------------------   President and Chief Executive
Bruce R. Bond                 Officer (Principal Executive
                              Officer)



                                                                 August 31, 1999
/s/ Arthur L. Fatum           Vice President and Chief
---------------------------   Financial Officer (Principal
Arthur L. Fatum               Financial Officer and Principal
                              Accounting Officer)



                                                                 August 31, 1999
/s/ Norman E. Gaut            Director
---------------------------
Norman E. Gaut

                                                                 August 31, 1999
/s/ David B. Levi             Director
---------------------------
David B. Levi

                                                                 August 31, 1999
/s/ Robert T. Knight          Director
---------------------------
Robert T. Knight


                              Director
---------------------------
Enzo Torresi

                                      II-5


<PAGE>   7



EXHIBIT INDEX
   NUMBER                                     TITLE OF EXHIBIT
-------------                                 ----------------

3.1.                       Third Restated Certificate of Incorporation of the
                           Registrant (Incorporated by Reference to Exhibit
                           3.1.4 of the Registrant's Quarterly Report on Form
                           10-Q for the quarter ended June 27, 1992).

3.2.                       Amended and Restated By-Laws of the Registrant
                           (Incorporated by Reference to Exhibit 1 to the
                           Registrant's Current Report on Form 8-K as filed with
                           the Commission on September 14, 1994)

5.                         Opinion of Ropes & Gray

10.1                       1999 Equity Plan

23.1.                      Consent of Ropes & Gray (See Exhibit 5).

23.2.                      Consent of PricewaterhouseCoopers LLP.

24.                        Power of Attorney (Included on Signature Page).





                                      II-6
[{"type": "S-8", "sequence": "1", "description": "PICTURETEL CORPORATION", "secsgml_size_bytes": 19084}]
{"company-data": {"conformed-name": "PICTURETEL CORP", "cik": "0000755095", "assigned-sic": "3661", "irs-number": "042835972", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86287", "film-number": "99704100"}, "business-address": {"street1": "100 MINUTEMAN RD", "city": "ANDOVER", "state": "MA", "zip": "01810", "phone": "5087625000"}, "mail-address": {"street1": "222 ROSEWOOD DR", "city": "DANVERS", "state": "MA", "zip": "01923"}, "former-company": {"former-conformed-name": "PICTEL CORP", "date-changed": "19870505"}}
1
     As filed with the Securities and Exchange Commission on August 31, 1999

                                                             File No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------

                             PICTURETEL CORPORATION
             (Exact name of registrant as specified in its charter)

              DELAWARE                               04-2835972
    (State or Other Jurisdiction                  (I.R.S. Employer
  of Incorporation or Organization)              Identification No.)

                               100 Minutemen Road
                          Andover, Massachusetts 01810
                    (Address of Principal Executive Offices)

                                1999 EQUITY PLAN

                            ------------------------
                            (Full Title of the Plan)

                            W. Robert Kellegrew, Esq.
                                 General Counsel
                             PictureTel Corporation
                               100 Minutemen Road
                          Andover, Massachusetts 01810
                                 (978) 292-5000

 -------------------------------------------------------------------------------
 (Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
===================== ================== ==================== ==================== ==============
 Title Of Securities        Amount         Proposed Maximum     Proposed Maximum      Amount Of
       To Be                To Be         Offering Price Per   Aggregate Offering   Registration
    Registered            Registered          Share (1)            Price (1)             Fee
--------------------- ------------------ -------------------- -------------------- --------------
Common Stock,
Par Value $.01         3,000,000 shares        $ 5.625             $16,875,000         $4,691.25
===================== ================== ==================== ==================== ==============
(1)  ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
     PURSUANT TO RULE 457(H) ON THE BASIS OF THE HIGH AND LOW PRICES OF
     PICTURETEL CORPORATION COMMON STOCK, PAR VALUE $.01, REPORTED ON THE
     NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. AUTOMATED QUOTATIONS
     NATIONAL MARKET SYSTEM ON AUGUST 25, 1999.

                           EXHIBIT INDEX ON PAGE II-6
                               PAGE 1 OF 6 PAGES.
================================================================================
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         PictureTel Corporation (the "Registrant" or the "Company") hereby
incorporates the following documents herein by reference:

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1998, as filed with the Securities and
                  Exchange Commission (the "Commission") on March 31, 1999
                  pursuant to Section 13 under the Securities Exchange Act of
                  1934, as amended (the "Exchange Act.")

         (b)      Quarterly Reports on Form 10-Q for the quarters ended April 4,
                  1999 and July 4, 1999, as filed with the Commission pursuant
                  to Section 13 under the Exchange Act, on May 19, 1999 and
                  August 18, 1999, respectively.

         (c)      Current Report on Form 8-K, as filed with the Commission
                  pursuant to Section 13 under the Exchange Act, on January 25,
                  1999.

         (d)      Form of the Registrant's Common Stock Certificate
                  (Incorporated by Reference to Exhibit 4(b) to the Registrant's
                  Registration Statement on Form S-8, No. 33-36315, as filed
                  with the Commission on August 10, 1990.)

         All documents subsequently filed by the Registrant pursuant to Section
13(a), Section 13(c), Section 14 and Section 15(d) of the Exchange Act prior to
the filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of the Delaware General Corporation Law, as
amended, provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful. Section 145 further provides that a corporation similarly
may indemnify any such person serving in any such capacity who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the

                                      II-1
3

corporation to procure a judgment in its favor, against expenses actually and
reasonably incurred in connection with the defense or settlement of such action
or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interest of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or such other court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

         Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided, however, that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law (relating to
unlawful payment of dividends and unlawful stock purchase and redemption) or
(iv) for any transaction from which the director derived an improper personal
benefit.

         The Registrant's Third Restated Certificate of Incorporation provides
that the Registrant's directors shall not be liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent and only to the extent that exculpation from liabilities is
not permitted under the Delaware General Corporation Law as in effect at the
time such liability is determined.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                      II-2
4

Item 8.  EXHIBITS.

         Exhibit

         3.1.   Third Restated Certificate of Incorporation of the Registrant
                (Incorporated by Reference to Exhibit 3.1.4 of the Registrant's
                Quarterly Report on Form 10-Q for the quarter ended June 27,
                1992).

         3.2.   Amended and Restated By-Laws of the Registrant (Incorporated by
                Reference to Exhibit 1 to the Registrant's Current Report on
                Form 8-K as filed with the Commission on September 14, 1994).

         5.     Opinion of Ropes & Gray.

         10.1.  1999 Equity Plan

         23.1.  Consent of Ropes & Gray (See Exhibit 5).

         23.2.  Consent of PricewaterhouseCoopers LLP.

         24.    Power of Attorney (Included on Signature Page).

Item 9.  UNDERTAKINGS.

         (a)      The undersigned Registrant hereby undertakes:

                  (1)      To file, during any period in which offers or sales
                           are being made, a post-effective amendment to this
                           registration statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act of
                                    1933;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in this Registration Statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                  above shall not apply if the information required to be
                  included in a post-effective amendment by those paragraphs is
                  contained in periodic reports filed with or furnished to the
                  Securities and Exchange Commission by the Registrant pursuant
                  to Section 13 or Section 15(d) of the Exchange Act that are
                  incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act, each such post-effective amendment shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

                                      II-3
5

         (b)      The undersigned Registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities Act
                  of 1933, each filing of the Registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 that is incorporated by reference in the
                  Registration Statement shall be deemed to be a new
                  Registration Statement relating to the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial bona fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling persons of the Registrant pursuant to the
                  foregoing provisions, or otherwise, the Registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Act and is, therefore, unenforceable. In the
                  event that a claim for indemnification against such
                  liabilities (other than the payment by the Registrant of
                  expenses incurred or paid by a director, officer or
                  controlling person of the Registrant in the successful defense
                  of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the Registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Act and will be
                  governed by the final adjudication of such issue.

                                      II-4
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Andover, The Commonwealth
of Massachusetts, on this 31st day of August, 1999.

                             PICTURETEL CORPORATION

                             By: /s/ Arthur L. Fatum
                                -----------------------------------------
                                Name:  Arthur L. Fatum
                                Title: Vice President and Chief Financial
                                Officer (Principal Financial Officer and
                                Principal Accounting Officer)

                                POWER OF ATTORNEY
Dated:  August 31, 1999

         Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and constitutes W. Robert Kellegrew and Bruce R. Bond, and
each of them singly, his true and lawful attorneys, with full power to them, to
execute in the name and on behalf of such person in the capacities indicated
below any and all amendments (including any post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, making such changes in this Registration
Statement as the Registrant deems appropriate, and hereby ratifies and confirms
his signature as it may be signed by said attorneys, or any of them, to any and
all such amendments.

SIGNATURE                     CAPACITY IN WHICH SIGNED           DATE
---------                     ------------------------           ----

                                                                 August 31, 1999
/s/ Bruce R. Bond             Chairman of the Board,
---------------------------   President and Chief Executive
Bruce R. Bond                 Officer (Principal Executive
                              Officer)

                                                                 August 31, 1999
/s/ Arthur L. Fatum           Vice President and Chief
---------------------------   Financial Officer (Principal
Arthur L. Fatum               Financial Officer and Principal
                              Accounting Officer)

                                                                 August 31, 1999
/s/ Norman E. Gaut            Director
---------------------------
Norman E. Gaut

                                                                 August 31, 1999
/s/ David B. Levi             Director
---------------------------
David B. Levi

                                                                 August 31, 1999
/s/ Robert T. Knight          Director
---------------------------
Robert T. Knight

                              Director
---------------------------
Enzo Torresi

                                      II-5
7

EXHIBIT INDEX
   NUMBER                                     TITLE OF EXHIBIT
-------------                                 ----------------

3.1.                       Third Restated Certificate of Incorporation of the
                           Registrant (Incorporated by Reference to Exhibit
                           3.1.4 of the Registrant's Quarterly Report on Form
                           10-Q for the quarter ended June 27, 1992).

3.2.                       Amended and Restated By-Laws of the Registrant
                           (Incorporated by Reference to Exhibit 1 to the
                           Registrant's Current Report on Form 8-K as filed with
                           the Commission on September 14, 1994)

5.                         Opinion of Ropes & Gray

10.1                       1999 Equity Plan

23.1.                      Consent of Ropes & Gray (See Exhibit 5).

23.2.                      Consent of PricewaterhouseCoopers LLP.

24.                        Power of Attorney (Included on Signature Page).

                                      II-6