<PAGE>   1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 1995
                                                 REGISTRATION NO. 33-___________
================================================================================

                       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
                            (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 E. Bonham, Esq.
                    WILSON, SONSINI, GOODRICH & ROSATI, P.C.
                               650 Page Mill Road
                          Palo Alto, California 94306

<TABLE>
<CAPTION>
                                             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
- -------------------------------------------------------------------------------------------------------------------------
 <S>                                                  <C>                  <C>             <C>                 <C>
 Common Stock, $.001 par value                        475,000 shares       $28.475(1)      $13,525,625(1)      $4,664
=========================================================================================================================
</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
         $33.50 per share reported in the Nasdaq National Market on
         December 12, 1995.
<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, 1995, 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, 1995, 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 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
4,000 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.
         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 15th day of
December, 1995.


                                         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 in the
capacities and on the dates indicated:


<TABLE>
<CAPTION>
                  Signature                                Title                                  Date
  ----------------------------------           --------------------------------           --------------------

  <S>                                          <C>                                        <C>
  /s/ ROBERT COHN                              Chairman of the Board and                  December 15, 1995
  ----------------------------------           Chief Executive Officer
  (Robert Cohn)                                (Principal Executive Officer)


  /s/ W. MICHAEL WEST                          President, Chief Operating                 December 15, 1995
  ----------------------------------           Officer and Director                                                            
  (W. Michael West)


  /s/ JEAN-YVES DEXMIER                        Senior Vice President and Chief            December 15, 1995
  ----------------------------------           Financial Officer (Principal
  (Jean-Yves Dexmier)                          Financial Officer)


  /s/ HERZEL ASHKENAZI                         Vice President and Corporate               December 15, 1995
  ----------------------------------           Controller (Principal Accounting
  (Herzel Ashkenazi)                           Officer)


  /s/ ANSON M. BEARD, JR.                      Director                                   December 15, 1995
  ----------------------------------                                                                       
  (Anson M. Beard, Jr.)


  /s/ LEO J. CHAMBERLAIN                       Director                                   December 15, 1995
  ----------------------------------                                                                       
  (Leo J. Chamberlain)


  /s/ DEBORAH A. COLEMAN                       Director                                   December 15, 1995
  ----------------------------------                                                                       
  (Deborah A. Coleman)


  /s/ NATHANIEL DE ROTHSCHILD                  Director                                   December 15, 1995
  ----------------------------------                                                                       
  (Nathaniel de Rothschild)


  /s/ DAG TELLEFSEN                            Director                                   December 15, 1995
  ----------------------------------                                                                       
  (Dag Tellefsen)
</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, 1995, relating to the consolidated balance sheets of Octel
Communications Corporation and subsidiaries as of June 30, 1995 and 1994, 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, 1995, and
the related schedule, which report is incorporated by reference in the June 30,
1995 annual report on Form 10-K of Octel Communications Corporation and
subsidiaries.


                                                KPMG PEAT MARWICK LLP


Palo Alto, California
December 15, 1995

                                     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   . . . . . . . . . . . . . . . . .

     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>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 DATED DECEMBER 15, 1995", "secsgml_size_bytes": 17583}]
{"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": "033-65083", "film-number": "95602172"}, "business-address": {"street1": "890 TASMAN DR", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4083212000"}}
1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 1995
                                                 REGISTRATION NO. 33-___________
================================================================================

                       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
                            (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 E. Bonham, Esq.
                    WILSON, SONSINI, GOODRICH & ROSATI, P.C.
                               650 Page Mill Road
                          Palo Alto, California 94306
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
- -------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value                        475,000 shares       $28.475(1)      $13,525,625(1)      $4,664
=========================================================================================================================
(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
         $33.50 per share reported in the Nasdaq National Market on
         December 12, 1995.
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, 1995, 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, 1995, 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 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
4,000 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.
         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 15th day of
December, 1995.

                                         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 in the
capacities and on the dates indicated:
Signature                                Title                                  Date
  ----------------------------------           --------------------------------           --------------------
/s/ ROBERT COHN                              Chairman of the Board and                  December 15, 1995
  ----------------------------------           Chief Executive Officer
  (Robert Cohn)                                (Principal Executive Officer)

  /s/ W. MICHAEL WEST                          President, Chief Operating                 December 15, 1995
  ----------------------------------           Officer and Director                                                            
  (W. Michael West)

  /s/ JEAN-YVES DEXMIER                        Senior Vice President and Chief            December 15, 1995
  ----------------------------------           Financial Officer (Principal
  (Jean-Yves Dexmier)                          Financial Officer)

  /s/ HERZEL ASHKENAZI                         Vice President and Corporate               December 15, 1995
  ----------------------------------           Controller (Principal Accounting
  (Herzel Ashkenazi)                           Officer)

  /s/ ANSON M. BEARD, JR.                      Director                                   December 15, 1995
  ----------------------------------                                                                       
  (Anson M. Beard, Jr.)

  /s/ LEO J. CHAMBERLAIN                       Director                                   December 15, 1995
  ----------------------------------                                                                       
  (Leo J. Chamberlain)

  /s/ DEBORAH A. COLEMAN                       Director                                   December 15, 1995
  ----------------------------------                                                                       
  (Deborah A. Coleman)

  /s/ NATHANIEL DE ROTHSCHILD                  Director                                   December 15, 1995
  ----------------------------------                                                                       
  (Nathaniel de Rothschild)

  /s/ DAG TELLEFSEN                            Director                                   December 15, 1995
  ----------------------------------                                                                       
  (Dag Tellefsen)
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, 1995, relating to the consolidated balance sheets of Octel
Communications Corporation and subsidiaries as of June 30, 1995 and 1994, 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, 1995, and
the related schedule, which report is incorporated by reference in the June 30,
1995 annual report on Form 10-K of Octel Communications Corporation and
subsidiaries.

                                                KPMG PEAT MARWICK LLP

Palo Alto, California
December 15, 1995

                                     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   . . . . . . . . . . . . . . . . .

     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) . . . . . . . . . . . . . . . . . .