<PAGE>   1
    As filed with the Securities and Exchange Commission on November 10, 1998

                                                      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)

                       1998 ACQUISITION STOCK OPTION PLAN


                            ________________________
                            (Full title of the Plan)


                            W. Robert Kellegrew, Esq.
                                 General Counsel
                             PictureTel Corporation
                               100 Minuteman 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
-------------------------------------------------------------------------------------------------
<S>                      <C>             <C>                  <C>                  <C>
 Common Stock,
 Par Value $.01          400,000 shares         $7.25              $2,900,000          $807.00
=================================================================================================
</TABLE>

(1)  ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE. FOR
     THE PURPOSE OF DETERMINING THE REGISTRATION FEE, THE MAXIMUM OFFERING PRICE
     PER SHARE AND AGGREGATE OFFERING PRICE HAVE BEEN DETERMINED, PURSUANT TO
     RULE 457(H) OF THE SECURITIES ACT OF 1933, ON THE BASIS OF THE AVERAGE OF
     THE HIGH AND LOW PRICES OF THE COMMON STOCK, PAR VALUE $.01 PER SHARE (THE
     "COMMON STOCK"), OF PICTURETEL CORPORATION, REPORTED ON THE NATIONAL
     ASSOCIATION OF SECURITY DEALERS, INC. AUTOMATED QUOTATIONS NATIONAL MARKET
     SYSTEM ON NOVEMBER 6, 1998.

                           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 Prospectus filed with the Securities and Exchange
             Commission (the "Commission") on September 22, 1998 under the
             Securities Act of 1933, as amended, in connection with the
             Registrant's Registration Statement on Form S-4 relating to the
             Merger of SNI Acquisition Corporation, a California corporation and
             an indirect wholly owned subsidiary of PictureTel ("Merger Sub"),
             with and into Starlight Networks Incorporated, a California
             corporation ("Starlight"), pursuant to an Agreement and Plan of
             Merger dated as of August 14, 1998 by and among PictureTel,
             PictureTel Technology Corporation, a Delaware corporation and a
             wholly owned subsidiary of PictureTel, Merger Sub and Starlight.

        (b)  Quarterly Report on Form 10-Q for the quarter ended June 30, 1998,
             as filed with the Commission pursuant to Section 13 under the
             Securities Exchange Act of 1934, as amended (the "Exchange Act"),
             on August 12, 1998.

        (c)  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 in 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     1998 Acquisition Stock Option 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, 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 the Registration
                       Statement.

                 (2)   That, for the purpose of determining any liability under
                       the Securities Act of 1933, each such post-effective
                       amendment shall be deemed to be a new Registration
                       Statement relating to the securities offered herein, 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.

        (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



                                      II-3
<PAGE>   5
                 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 30th day of October, 1998.


                                PICTURETEL CORPORATION


                                By: /s/ Bruce R. Bond
                                    --------------------------------------------
                                    Name:  Bruce R. Bond
                                    Title: Chairman of the Board
                                           President and Chief Executive Officer



                                POWER OF ATTORNEY

Dated: October 30, 1998

        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.

<TABLE>
<CAPTION>
Signature                     Capacity in Which Signed                 Date
---------                     ------------------------                 ----
<S>                           <C>                               <C>
/s/ Bruce R. Bond             Chairman of the Board,            October 30, 1998
--------------------------    President and Chief Executive
Bruce R. Bond                 Officer (Principal Executive
                              Officer)


/s/ Norman E. Gaut            Director                          October 30, 1998
-------------------------
Norman E. Gaut


                              Director                          October 30, 1998
-------------------------
David B. Levi


/s/ Robert T. Knight          Director                          October 30, 1998
-------------------------
Robert T. Knight


/s/ Enzo Torresi              Director                          October 30, 1998
-------------------------
Enzo Torresi


/s/ Arthur L. Fatum           Vice President and Chief          November 9, 1998
-------------------------     Financial Officer (Principal
Arthur L. Fatum               Accounting Officer and
                              Principal Financial Officer)
</TABLE>              



                                      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           1998 Acquisition Stock Option 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": 17881}]
{"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": "333-67079", "film-number": "98743508"}, "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 November 10, 1998

                                                      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)

                       1998 ACQUISITION STOCK OPTION PLAN

                            ________________________
                            (Full title of the Plan)

                            W. Robert Kellegrew, Esq.
                                 General Counsel
                             PictureTel Corporation
                               100 Minuteman 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          400,000 shares         $7.25              $2,900,000          $807.00
=================================================================================================
(1)  ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE. FOR
     THE PURPOSE OF DETERMINING THE REGISTRATION FEE, THE MAXIMUM OFFERING PRICE
     PER SHARE AND AGGREGATE OFFERING PRICE HAVE BEEN DETERMINED, PURSUANT TO
     RULE 457(H) OF THE SECURITIES ACT OF 1933, ON THE BASIS OF THE AVERAGE OF
     THE HIGH AND LOW PRICES OF THE COMMON STOCK, PAR VALUE $.01 PER SHARE (THE
     "COMMON STOCK"), OF PICTURETEL CORPORATION, REPORTED ON THE NATIONAL
     ASSOCIATION OF SECURITY DEALERS, INC. AUTOMATED QUOTATIONS NATIONAL MARKET
     SYSTEM ON NOVEMBER 6, 1998.

                           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 Prospectus filed with the Securities and Exchange
             Commission (the "Commission") on September 22, 1998 under the
             Securities Act of 1933, as amended, in connection with the
             Registrant's Registration Statement on Form S-4 relating to the
             Merger of SNI Acquisition Corporation, a California corporation and
             an indirect wholly owned subsidiary of PictureTel ("Merger Sub"),
             with and into Starlight Networks Incorporated, a California
             corporation ("Starlight"), pursuant to an Agreement and Plan of
             Merger dated as of August 14, 1998 by and among PictureTel,
             PictureTel Technology Corporation, a Delaware corporation and a
             wholly owned subsidiary of PictureTel, Merger Sub and Starlight.

        (b)  Quarterly Report on Form 10-Q for the quarter ended June 30, 1998,
             as filed with the Commission pursuant to Section 13 under the
             Securities Exchange Act of 1934, as amended (the "Exchange Act"),
             on August 12, 1998.

        (c)  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 in 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     1998 Acquisition Stock Option 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, 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 the Registration
                       Statement.

                 (2)   That, for the purpose of determining any liability under
                       the Securities Act of 1933, each such post-effective
                       amendment shall be deemed to be a new Registration
                       Statement relating to the securities offered herein, 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.

        (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

                                      II-3
5
                 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 30th day of October, 1998.

                                PICTURETEL CORPORATION

                                By: /s/ Bruce R. Bond
                                    --------------------------------------------
                                    Name:  Bruce R. Bond
                                    Title: Chairman of the Board
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

Dated: October 30, 1998

        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
---------                     ------------------------                 ----
/s/ Bruce R. Bond             Chairman of the Board,            October 30, 1998
--------------------------    President and Chief Executive
Bruce R. Bond                 Officer (Principal Executive
                              Officer)

/s/ Norman E. Gaut            Director                          October 30, 1998
-------------------------
Norman E. Gaut

                              Director                          October 30, 1998
-------------------------
David B. Levi

/s/ Robert T. Knight          Director                          October 30, 1998
-------------------------
Robert T. Knight

/s/ Enzo Torresi              Director                          October 30, 1998
-------------------------
Enzo Torresi

/s/ Arthur L. Fatum           Vice President and Chief          November 9, 1998
-------------------------     Financial Officer (Principal
Arthur L. Fatum               Accounting Officer and
                              Principal Financial Officer)
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           1998 Acquisition Stock Option 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