<PAGE>   1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 1997
                                                REGISTRATION NO. 333-___________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                        OCTEL COMMUNICATIONS CORPORATION
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

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

       DELAWARE                                         77-0029449
(STATE OF INCORPORATION)                 (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
                    

                             1001 MURPHY RANCH ROAD
                         MILPITAS, CALIFORNIA 95035-7912
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                              --------------------
                        1987 EMPLOYEE STOCK PURCHASE PLAN
                          1996 SUPPLEMENTAL STOCK PLAN
                            (FULL TITLE OF THE PLAN)
                              --------------------
                              DEREK S. DALEY, ESQ.
                            VICE PRESIDENT, SECRETARY
                               AND GENERAL COUNSEL
                        OCTEL COMMUNICATIONS CORPORATION
                             1001 MURPHY RANCH ROAD
                         MILPITAS, CALIFORNIA 95035-7912
                                 (408) 321-2000
            (NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                              --------------------
                                    Copy to:
                                Mark Bonham, Esq.
                    WILSON, SONSINI, GOODRICH & ROSATI, P.C.
                               650 Page Mill Road
                        Palo Alto, California 94304-1050

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
                                                                            PROPOSED             PROPOSED
                                                                            MAXIMUM               MAXIMUM            AMOUNT OF
                TITLE OF SECURITIES                AMOUNT TO BE          OFFERING PRICE          AGGREGATE         REGISTRATION
                  TO BE REGISTERED                  REGISTERED             PER SHARE          OFFERING PRICE            FEE
------------------------------------------------------------------------------------------------------------------------------------

<S>                                              <C>                      <C>              <C>                        <C>   
  - 1987 Employee Stock Purchase Plan            1,500,000 shares         $15.0875(1)      $22,631,250(1)             $  6,858
  - 1996 Supplemental Stock Plan                 1,000,000 shares         $  17.75(2)      $17,750,000                $  5,379
     TOTAL                                       2,500,000 SHARES                          $40,381,250                $ 12,237
====================================================================================================================================
</TABLE>

(1) Estimated pursuant to Rule 457(h) solely for purposes of calculating the
    registration fee on the basis of 85% of the closing price of $17.75 per
    share reported in the Nasdaq National Market on January 24, 1997.

(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating the
    registration fee on the basis of the closing price of $17.75 per share
    reported in the Nasdaq National Market on January 24, 1997.
<PAGE>   2
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents and information previously filed with the
Securities and Exchange Commission by Octel Communications Corporation (the
"Company") are hereby incorporated by reference in this Registration Statement:

         (1) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996, filed pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act").

         (2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1996, filed pursuant to Section 13 of the Exchange Act.

         (3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-B filed February 12, 1990 pursuant to
Section 12(g) of the Exchange Act.

         (4) The description of the Company's Common Share Purchase Rights
contained in the Company's Registration Statement on Form 8-A filed August 1,
1990, as amended, pursuant to Section 12(g) of the Exchange Act.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Counsel for the Company, Wilson, Sonsini, Goodrich & Rosati,
Professional Corporation, 650 Page Mill Road, Palo Alto, California 94304, has
rendered an opinion to the effect that the Common Stock offered hereby, when
offered and sold in accordance with the related plans and agreements, will be
duly and validly issued, fully paid and nonassessable. Certain members of
Wilson, Sonsini, Goodrich & Rosati, Professional Corporation, or investment
partnerships of which such persons are partners, beneficially own approximately
7,500 shares of the Company's Common Stock.

                                      II-1
<PAGE>   3
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act"). Further, in accordance with the Delaware General Corporation Law, the
Company's Certificate of Incorporation eliminates the liability of a director of
the Company to the Company and its stockholders for monetary damages for
breaches of such director's fiduciary duty of care in certain instances. Article
VI of the Bylaws of the Company provides for indemnification of certain agents
to the maximum extent permitted by the Delaware General Corporation Law. Persons
covered by this indemnification include any current or former directors,
officers, employees and other agents of the Company, as well as persons who
serve at the request of the Company as directors, officers, employees or agents
of another enterprise.

         In addition, the Company has entered into contractual agreements with
each director and certain officers of the Company designated by the Board to
indemnify such individuals to the full extent permitted by law. These Agreements
also resolve certain procedural and substantive matters that are not covered, or
are covered in less detail, in the Bylaws or by the Delaware General Corporation
Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER                         DESCRIPTION
     ------                         -----------

<S>               <C>                                                                      
          5.1     Opinion of counsel as to legality of securities being registered.

         10.1     1987 Employee Stock Purchase Plan.

         10.2     1996 Supplemental Stock Plan and form of agreement used thereunder.

         23.1     Consent of counsel (contained in Exhibit 5.1).

         23.2     Consent of KPMG Peat Marwick LLP (see page II-6).

         24.1     Power of Attorney (see page II-4).
</TABLE>

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.

                                                        
                                      II-2
<PAGE>   4
                  (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.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 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
Securities 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-3
<PAGE>   5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milpitas, State of California, on this 31st day of
January, 1997.

                                      OCTEL COMMUNICATIONS CORPORATION

                                      /s/ DEREK S. DALEY, ESQ.
                                      ---------------------------------
                                      Derek S. Daley, Esq.
                                      Vice President, Secretary and
                                       General Counsel

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert Cohn and Derek S. Daley,
and each of them acting individually, as his attorney-in-fact, each with full
power of substitution, for him in any and all capacities, to sign any and all
amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitutes, may do or cause to be done by virtue
hereof.

                                                     
                                      II-4
<PAGE>   6
         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on January 31,
1997 in the capacities indicated:

<TABLE>
<CAPTION>
          SIGNATURE                                       TITLE
          ---------                                       -----

<S>                                         <C> 
/s/ ROBERT COHN                             Chairman of the Board and Chief Executive
-------------------------                   Officer (Principal Executive Officer)
(Robert Cohn)                               

/s/ W. MICHAEL WEST                         President, Chief Operating Officer and Director
-------------------------
(W. Michael West)

/s/ JEAN-YVES DEXMIER                       Senior Vice President and Chief Financial
-------------------------                   Officer (Principal Financial Officer and
(Jean-Yves Dexmier)                         Principal Accounting Officer)           
                                            
/s/ ANSON M. BEARD, JR.                     Director
-------------------------
(Anson M. Beard, Jr.)

                                            Director
-------------------------
(Leo J. Chamberlain)

/s/ DEBORAH A. COLEMAN                      Director
-------------------------
(Deborah A. Coleman)

/s/ NATHANIEL DE ROTHSCHILD                 Director
-------------------------
(Nathaniel de Rothschild)

/s/ JAMES A MCDIVITT                        Director
-------------------------
(James A. McDivitt)
</TABLE>

                                      II-5
<PAGE>   7
                                                                   EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Octel Communications Corporation

We consent to incorporation by reference in the registration statement
on Form S-8 of Octel Communications Corporation and subsidiaries of our report
dated July 25, 1996, relating to the consolidated balance sheets of Octel
Communications Corporation and subsidiaries as of June 30, 1996 and 1995, and
the related consolidated statements of income, stockholders' equity, and cash
flows for each of the years in the three-year period ended June 30, 1996, and
the related financial statement schedule, which report appears in the June 30,
1996 annual report on Form 10-K of Octel Communications Corporation and
subsidiaries.

                                                       KPMG PEAT MARWICK LLP

Palo Alto, California
January 28, 1997

                                                     
                                      II-6
<PAGE>   8
                        OCTEL COMMUNICATIONS CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                                                         Sequentially
     Exhibit                                                                                               Numbered
     Number                                          Description                                             Page
     ------                                          -----------                                             ----

<S>                  <C>                                                                                  <C>                     
       5.1           Opinion of counsel as to legality of securities being registered............


      10.1           1987 Employee Stock Purchase Plan ..........................................


      10.2           1996 Supplemental Stock Plan and form of agreement used
                     thereunder..................................................................

      23.1           Consent of Counsel (contained in Exhibit 5.1)...............................


      23.2           Consent of KPMG Peat Marwick LLP (see page II-6)............................


      24.1           Power of Attorney (see page II-4)...........................................
</TABLE>




                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17550}]
{"company-data": {"conformed-name": "OCTEL COMMUNICATIONS CORP", "cik": "0000792723", "assigned-sic": "3661", "irs-number": "770029449", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20789", "film-number": "97514828"}, "business-address": {"street1": "1001 MURPHY RANCH RD", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4083212000"}, "mail-address": {"street1": "1001 MURPHY RANCH RD", "city": "MILPITAS", "state": "CA", "zip": "95035-7912"}}
1
        AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 31, 1997
                                                REGISTRATION NO. 333-___________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                        OCTEL COMMUNICATIONS CORPORATION
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

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

       DELAWARE                                         77-0029449
(STATE OF INCORPORATION)                 (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
                    

                             1001 MURPHY RANCH ROAD
                         MILPITAS, CALIFORNIA 95035-7912
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                              --------------------
                        1987 EMPLOYEE STOCK PURCHASE PLAN
                          1996 SUPPLEMENTAL STOCK PLAN
                            (FULL TITLE OF THE PLAN)
                              --------------------
                              DEREK S. DALEY, ESQ.
                            VICE PRESIDENT, SECRETARY
                               AND GENERAL COUNSEL
                        OCTEL COMMUNICATIONS CORPORATION
                             1001 MURPHY RANCH ROAD
                         MILPITAS, CALIFORNIA 95035-7912
                                 (408) 321-2000
            (NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                              --------------------
                                    Copy to:
                                Mark Bonham, Esq.
                    WILSON, SONSINI, GOODRICH & ROSATI, P.C.
                               650 Page Mill Road
                        Palo Alto, California 94304-1050

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                            PROPOSED             PROPOSED
                                                                            MAXIMUM               MAXIMUM            AMOUNT OF
                TITLE OF SECURITIES                AMOUNT TO BE          OFFERING PRICE          AGGREGATE         REGISTRATION
                  TO BE REGISTERED                  REGISTERED             PER SHARE          OFFERING PRICE            FEE
------------------------------------------------------------------------------------------------------------------------------------
- 1987 Employee Stock Purchase Plan            1,500,000 shares         $15.0875(1)      $22,631,250(1)             $  6,858
  - 1996 Supplemental Stock Plan                 1,000,000 shares         $  17.75(2)      $17,750,000                $  5,379
     TOTAL                                       2,500,000 SHARES                          $40,381,250                $ 12,237
====================================================================================================================================
(1) Estimated pursuant to Rule 457(h) solely for purposes of calculating the
    registration fee on the basis of 85% of the closing price of $17.75 per
    share reported in the Nasdaq National Market on January 24, 1997.

(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating the
    registration fee on the basis of the closing price of $17.75 per share
    reported in the Nasdaq National Market on January 24, 1997.
2
                       REGISTRATION STATEMENT ON FORM S-8

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents and information previously filed with the
Securities and Exchange Commission by Octel Communications Corporation (the
"Company") are hereby incorporated by reference in this Registration Statement:

         (1) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996, filed pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act").

         (2) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1996, filed pursuant to Section 13 of the Exchange Act.

         (3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-B filed February 12, 1990 pursuant to
Section 12(g) of the Exchange Act.

         (4) The description of the Company's Common Share Purchase Rights
contained in the Company's Registration Statement on Form 8-A filed August 1,
1990, as amended, pursuant to Section 12(g) of the Exchange Act.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Counsel for the Company, Wilson, Sonsini, Goodrich & Rosati,
Professional Corporation, 650 Page Mill Road, Palo Alto, California 94304, has
rendered an opinion to the effect that the Common Stock offered hereby, when
offered and sold in accordance with the related plans and agreements, will be
duly and validly issued, fully paid and nonassessable. Certain members of
Wilson, Sonsini, Goodrich & Rosati, Professional Corporation, or investment
partnerships of which such persons are partners, beneficially own approximately
7,500 shares of the Company's Common Stock.

                                      II-1
3
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act"). Further, in accordance with the Delaware General Corporation Law, the
Company's Certificate of Incorporation eliminates the liability of a director of
the Company to the Company and its stockholders for monetary damages for
breaches of such director's fiduciary duty of care in certain instances. Article
VI of the Bylaws of the Company provides for indemnification of certain agents
to the maximum extent permitted by the Delaware General Corporation Law. Persons
covered by this indemnification include any current or former directors,
officers, employees and other agents of the Company, as well as persons who
serve at the request of the Company as directors, officers, employees or agents
of another enterprise.

         In addition, the Company has entered into contractual agreements with
each director and certain officers of the Company designated by the Board to
indemnify such individuals to the full extent permitted by law. These Agreements
also resolve certain procedural and substantive matters that are not covered, or
are covered in less detail, in the Bylaws or by the Delaware General Corporation
Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.
EXHIBIT
     NUMBER                         DESCRIPTION
     ------                         -----------
5.1     Opinion of counsel as to legality of securities being registered.

         10.1     1987 Employee Stock Purchase Plan.

         10.2     1996 Supplemental Stock Plan and form of agreement used thereunder.

         23.1     Consent of counsel (contained in Exhibit 5.1).

         23.2     Consent of KPMG Peat Marwick LLP (see page II-6).

         24.1     Power of Attorney (see page II-4).
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.

                                                        
                                      II-2
4
                  (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.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 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
Securities 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-3
5
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milpitas, State of California, on this 31st day of
January, 1997.

                                      OCTEL COMMUNICATIONS CORPORATION

                                      /s/ DEREK S. DALEY, ESQ.
                                      ---------------------------------
                                      Derek S. Daley, Esq.
                                      Vice President, Secretary and
                                       General Counsel

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert Cohn and Derek S. Daley,
and each of them acting individually, as his attorney-in-fact, each with full
power of substitution, for him in any and all capacities, to sign any and all
amendments to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitutes, may do or cause to be done by virtue
hereof.

                                                     
                                      II-4
6
         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on January 31,
1997 in the capacities indicated:
SIGNATURE                                       TITLE
          ---------                                       -----
/s/ ROBERT COHN                             Chairman of the Board and Chief Executive
-------------------------                   Officer (Principal Executive Officer)
(Robert Cohn)                               

/s/ W. MICHAEL WEST                         President, Chief Operating Officer and Director
-------------------------
(W. Michael West)

/s/ JEAN-YVES DEXMIER                       Senior Vice President and Chief Financial
-------------------------                   Officer (Principal Financial Officer and
(Jean-Yves Dexmier)                         Principal Accounting Officer)           
                                            
/s/ ANSON M. BEARD, JR.                     Director
-------------------------
(Anson M. Beard, Jr.)

                                            Director
-------------------------
(Leo J. Chamberlain)

/s/ DEBORAH A. COLEMAN                      Director
-------------------------
(Deborah A. Coleman)

/s/ NATHANIEL DE ROTHSCHILD                 Director
-------------------------
(Nathaniel de Rothschild)

/s/ JAMES A MCDIVITT                        Director
-------------------------
(James A. McDivitt)
II-5
7
                                                                   EXHIBIT 23.2

                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Octel Communications Corporation

We consent to incorporation by reference in the registration statement
on Form S-8 of Octel Communications Corporation and subsidiaries of our report
dated July 25, 1996, relating to the consolidated balance sheets of Octel
Communications Corporation and subsidiaries as of June 30, 1996 and 1995, and
the related consolidated statements of income, stockholders' equity, and cash
flows for each of the years in the three-year period ended June 30, 1996, and
the related financial statement schedule, which report appears in the June 30,
1996 annual report on Form 10-K of Octel Communications Corporation and
subsidiaries.

                                                       KPMG PEAT MARWICK LLP

Palo Alto, California
January 28, 1997

                                                     
                                      II-6
8
                        OCTEL COMMUNICATIONS CORPORATION

                       REGISTRATION STATEMENT ON FORM S-8

                                INDEX TO EXHIBITS
Sequentially
     Exhibit                                                                                               Numbered
     Number                                          Description                                             Page
     ------                                          -----------                                             ----
5.1           Opinion of counsel as to legality of securities being registered............

      10.1           1987 Employee Stock Purchase Plan ..........................................

      10.2           1996 Supplemental Stock Plan and form of agreement used
                     thereunder..................................................................

      23.1           Consent of Counsel (contained in Exhibit 5.1)...............................

      23.2           Consent of KPMG Peat Marwick LLP (see page II-6)............................

      24.1           Power of Attorney (see page II-4)...........................................
II-7