As filed with the Securities and Exchange Commission on June 29, 2001
                                                     Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        ---------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        ---------------------------------

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


            Delaware                                        74-2415696
 (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                        Identification No.)

                               108 Wild Basin Road
                               Austin, Texas 78746
          (Address of principal executive offices, including zip code)

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

                VTEL CORPORATION 1992 DIRECTOR STOCK OPTION PLAN
                                       AND
                  VTEL CORPORATION EMPLOYEE STOCK PURCHASE PLAN
                           (Full titles of the plans)
                       ----------------------------------

                                  Jay Peterson
                             Chief Financial Officer
                                VTEL CORPORATION
                               108 Wild Basin Road
                               Austin, Texas 78746
                     (Name and address of agent for service)

                                 (512) 437-2483
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

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

                                                      Proposed maximum      Proposed maximum
           Title of                 Amount to          offering price           aggregate              Amount of
 securities to be registered    Be registered (1)     per share (2)(3)    offering price (2)(3)   registration fee (3)
------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                   <C>                  <C>                     <C>

Common Stock, par value $.01         600,000               $1.09                $654,000                $164.00
per share
------------------------------------------------------------------------------------------------------------------------
<FN>

(1)  Consists  of  500,000  shares  and  100,000  shares  of common  stock  (and
associated  preferred stock purchase  rights) reserved for issuance to employees
and directors of VTEL Corporation (the  "Corporation")  pursuant to (i) the VTEL
Corporation  Employee Stock Purchase  Plan; and (ii) the VTEL  Corporation  1992
Director  Stock  Option  Plan,  respectively  (collectively,  the  "Plans").  In
addition,  pursuant  to  Rule  416  under  the  Securities  Act  of  1933,  this
Registration  Statement also covers an indeterminate number of additional shares
of the Corporation's  Common Stock (the "Common Stock") issuable pursuant to the
exercise of options  and/or  awards  granted or to be granted under the Plans to
prevent  dilution that may result from any future stock splits,  stock dividends
or similar transactions affecting the Common Stock.
(2)  Estimated solely for the purpose of computing the registration fee.
(3) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share
of Common Stock  offered  hereunder  pursuant to the Plans is based upon 600,000
shares of Common  Stock  reserved for  issuance  under the Plans,  at a price of
$1.09,  which is the average of the highest and lowest price per share of Common
Stock on the NASDAQ National Market System on June 28, 2001.

</FN>
</TABLE>

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information*
         ----------------

Item 2.  Registrant Information and Employee Plan Annual Information*
         -----------------------------------------------------------



                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

         The Corporation  hereby  incorporates by reference in this registration
statement the separate Registration  Statements on Form S-8 relating to the VTEL
Corporation  Employee  Stock Purchase Plan,  Registration  Numbers  33-65464 and
33-95754,  and the  Registration  Statements  on Form S-8  relating  to the VTEL
Corporation 1992 Director Stock Option Plan (f/k/a the  VideoTelecom  Corp. 1992
Director Stock Option Plan), Registration Numbers 33-65472 and 333-48885.

         The  Corporation   also  hereby   incorporates  by  reference  in  this
registration   statement  the  following  documents   previously  filed  by  the
registrant with the Securities and Exchange Commission (the "Commission"):

                  (1) the  Corporation's  Annual  Report on Form 10-K filed with
         the Commission for the fiscal year ended July 31, 2000;

                  (2) the  Corporation's  Quarterly  Reports  on Form 10-Q filed
         with the  Commission  for the three months  ended  October 31, 2000 and
         January 31, 2001;

                  (3) the description of the Common Stock of the Corporation set
         forth  in the  Registration  Statement  on Form  8-A,  filed  with  the
         Commission  on March 31, 1992,  including any amendment or report filed
         for the purpose of updating such description; and

                  (4) the description of the  Corporation's  Rights contained in
         the  Company's  Registration  Statement  on Form  8-A,  filed  with the
         Commission  on July 11, 1996,  including  any amendment or report filed
         for the purpose of updating such description.

         All documents filed by the Corporation with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  registration
statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

------------------------
         *Information  required by Part I to be contained  in the Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities and Exchange Act of 1933 and the Note to Part I of Form
S-8.

<PAGE>


Item 6.  Indemnification of Directors and Officers.

                  The Fourth Amended and Restated  Certificate of  Incorporation
         of the Corporation provides for indemnification as follows:

         "NINTH: The Corporation shall indemnify any person:

                  (a) 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, administrative or investigative (other than an
         action  by or in the  right of the  Corporation)  by reason of the fact
         that  he is or  was a  director,  officer,  employee  or  agent  of the
         Corporation,  or is or was serving at the request of the Corporation as
         a  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 him in connection with
         such  action,  suit or  proceeding  if he acted in good  faith and in a
         manner  he  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  his  conduct was
         unlawful.  The  termination  of  any  action,  suit  or  proceeding  by
         judgment,  order,  settlement,  conviction,  or  upon  a plea  of  nolo
         contendere  or  its  equivalent,   shall  not,  of  itself,   create  a
         presumption  that the  person did not act in good faith and in a manner
         which  he  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 reasonable cause to believe his action was unlawful,
         or

                  (b) 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  Corporation  to procure a judgment in its favor by reason
         of the fact that he is or was a director, officer, employee or agent of
         the Corporation, or is or was serving at the request of the Corporation
         as a  director,  officer,  employee  or agent of  another  corporation,
         partnership,  joint venture, trust or other enterprise against expenses
         (including  attorneys' fees) actually and reasonably incurred by him in
         connection  with the defense or settlement of such action or suit if he
         acted in good faith and in a manner he reasonably  believed to be in or
         not opposed to the best interests of the Corporation and except that no
         indemnification shall be made in respect of any claim, issue or matters
         as to which such  person  shall have been  adjudged to be liable to the
         Corporation unless and only to the extent that the Court of Chancery or
         the court in which such action or suit was brought shall determine upon
         application that,  despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses  which the Court of Chancery or
         such other court shall deem proper.

                  To the extent that a director,  officer,  employee or agent of
         the  Corporation  has been  successful  on the merits or  otherwise  in
         defense of any action,  suit or proceeding referred to in subparagraphs
         (a) and (b) of this  Article 9, or in  defense  of any claim,  issue or
         matter therein,  he shall be indemnified  against  expenses  (including
         attorneys' fees) actually and reasonably  incurred by him in connection
         therewith.

                  Any  indemnification  under  subparagraphs (a) and (b) of this
         Article 9 (unless  ordered by a court) shall be made by the Corporation
         only as  authorized  in the  specific  case upon a  determination  that
         indemnification of the director,  officer,  employee or agent is proper
         in the  circumstances  because he has met the  applicable  standard  of
         conduct set forth in subparagraphs  (a) and (b) of this Article 9. Such
         determination shall be made (i) by the Board of Directors by a majority
         vote of the quorum consisting of directors who were not parties to such
         action, suit or proceeding, or (ii) if such a quorum is not obtainable,
         or, even if obtainable a quorum of disinterested  directors so directs,
         by  independent  legal  counsel in a written  opinion,  or (iii) by the
         stockholders.



<PAGE>


                  Expenses (including attorneys' fees) incurred by an officer or
         director  in  defending   any  civil,   criminal,   administrative   or
         investigative   action,  suit  or  proceeding  shall  be  paid  by  the
         Corporation in advance of the final disposition of such action, suit or
         proceeding  upon  receipt  of an  undertaking  by or on  behalf of such
         director  or  officer to repay such  amount if it shall  ultimately  be
         determined that he is not entitled to be indemnified by the Corporation
         as authorized in this Article 9. Such  expenses  (including  attorneys'
         fees)  incurred by other  employees and agents may be so paid upon such
         terms  and  conditions,  if  any,  as  the  Board  of  Directors  deems
         appropriate.

                  The  indemnification  and advancement of expenses provided by,
         or granted pursuant to, this Article 9 shall not be deemed exclusive of
         any other rights to which those seeking  indemnification or advancement
         of  expenses  may be  entitled  under  any  bylaw,  agreement,  vote of
         stockholders or disinterested directors or otherwise, both as to action
         in his  official  capacity and as to action in another  capacity  while
         holding such office.

                  The Corporation may purchase and maintain  insurance on behalf
         of any person who is or was a director,  officer,  employee or agent of
         the Corporation, or is or was serving at the request of the Corporation
         as a  director,  officer,  employee  or agent of  another  corporation,
         partnership,  joint  venture,  trust or other  enterprise  against  any
         liability  asserted  against  him  and  incurred  by him  in  any  such
         capacity,  or  arising  out of his  status as such,  whether or not the
         Corporation  would  have  the  power  to  indemnify  him  against  such
         liability under the provisions of this Article 9.

                  For   purposes  of  this   Article  9,   references   to  "the
         Corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  shall stand in the same position under this Article 9 with
         respect to the resulting or surviving corporation as he would have with
         respect to such constituent  corporation if its separate  existence had
         continued.

                  For  purposes  of  this  Article  9,   references   to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to an employee  benefit plan; and references to "serving at the
         request of the  Corporation"  shall  include any service as a director,
         officer,  employee or agent of the Corporation which imposes duties on,
         or involves services by, such director, officer, employee or agent with
         respect to an employee benefit plan, its participants or beneficiaries;
         and a person  who acted in good  faith  and in a manner  he  reasonably
         believed to be in the interest of the participants and beneficiaries of
         an employee benefit plan shall be deemed to have acted in a manner "not
         opposed to the best  interests  of the  Corporation"  as referred to in
         this Article 9.

                  The  indemnification  and advancement of expenses provided by,
         or granted pursuant to, this Article 9 shall, unless otherwise provided
         when authorized or ratified,  continue as to a person who has ceased to
         be a  director,  officer,  employee  or agent  and  shall  inure to the
         benefit of the heirs, executors and administrators of such a person."

Item 7.  Exemption from Registration Claimed.

         None.



<PAGE>


Item 8.  Exhibits.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
                  registration statement.

         Exhibit  Description of Exhibit

         4.1      Fourth Amended and Restated  Certificate of Incorporation,  as
                  filed  July 7, 1993 with the  Secretary  of State of  Delaware
                  (incorporated  by  reference  to Exhibit 3.1 to the  Company's
                  quarterly report filed on Form 10-Q for the three months ended
                  June 30, 1993).

         4.2      Bylaws of the Company as adopted by the Board of  Directors of
                  the Company  effective  as of June 11, 1989  (incorporated  by
                  reference  to  Exhibit  3.3  to  the  Company's   Registration
                  Statement on Form S-1, File No. 33-45876, as amended).

         4.3      Amendment  to Bylaws of the Company as adopted by the Board of
                  Directors  of the  Company  effective  as of  April  28,  1992
                  (incorporated  by reference  to Exhibit 19.1 to the  Company's
                  Quarterly Report on Form 10-Q for the three months ended March
                  31, 1992).

         4.4      Amendment to the Bylaws of the Company as adopted by the Board
                  of  Directors  of the  Company  effective  as of July 10, 1996
                  (incorporated  by  reference  to Exhibit 4.5 to the  Company's
                  Current Report on Form 8-K dated July 10, 1996).

         4.5      Specimen  Certificate  for the Common Stock  (incorporated  by
                  reference  to  Exhibit  4.1  to  the  Company's   Registration
                  Statement on Form S-1, File No. 33-45876, as amended).

         4.6      Rights  Agreement  dated  as of July  10,  1996  between  VTEL
                  Corporation and First National Bank of Boston,  which includes
                  the form of Certificate of Designations for Designating Series
                  A  Preferred  Stock,  $.01  par  value,  the  form  of  Rights
                  Certificate,  and the Summary of Rights to  Purchase  Series A
                  Preferred   Stock,   $.01  par  value,   the  form  of  Rights
                  Certificate,  and the Summary of Rights to  Purchase  Series A
                  Preferred Stock  (incorporated  by reference to Exhibit 4.1 to
                  the Company's Current Report on Form 8-K dated July 10, 1996).

         4.7      VTEL Corporation 1992 Director Stock Option Plan (incorporated
                  by reference to the Company's  Registration  Statement on Form
                  S-8, File No. 33-65472)

         4.8      VTEL Corporation Employee Stock Purchase Plan (incorporated by
                  reference to the Company's Registration Statement on Form S-8,
                  File No. 33-65464)

         5.1*     Opinion of Jenkens & Gilchrist, a Professional Corporation

         23.1*    Consent of Jenkens &  Gilchrist,  a  Professional  Corporation
                  (included in opinion filed as Exhibit 5.1 hereto)

         23.2*    Consent of Ernst & Young LLP

         24.1     Power of  Attorney  (included  in the  signature  page of this
                  Registration Statement)

         -------

         *        Filed herewith.


<PAGE>


Item 9.  Undertakings.

         A.       The undersigned Corporation 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 this Registration Statement;

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

                  (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  Corporation hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Corporation's  annual  report  pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  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  Corporation  pursuant to the foregoing  provisions,  or  otherwise,  the
Corporation  has  been  advised  that  in the  opinion  of the  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 Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
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  Corporation  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 of whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.




<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the  Corporation  certifies  that it has  reasonable  grounds to believe that it
meets  all 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 Austin, Texas, on June 27, 2001.

                                      VTEL CORPORATION


                                      By: /s/ Richard Snyder
                                         ---------------------------------------
                                         Richard Snyder
                                         President and Chief Executive Officer,
                                         Assistant Secretary
                                         (Principal Executive Officer)

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENT,  that each  individual  whose  signature
appears below hereby constitutes and appoints Richard Snyder his true and lawful
attorney-in-fact  and agent, with full power of substitution and  resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement,  and to file the same with all
exhibits  thereto and other  documents in  connection  therewith,  with the SEC,
granting unto each of said  attorney-in-fact  and agent full power and authority
to do and perform  each and every act and thing  requisite  and  necessary to be
done in connection  therewith,  as fully to all intents and purposes as he might
or  could  do in  person  hereby  ratifying  and  confirming  that  each of said
attorney-in-fact and agent or his substitute may lawfully do or cause to be done
by virtue hereof.

         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 included:

<TABLE>
<CAPTION>

Signature                                   Capacity                                                    Date
---------                                   --------                                                    ----
<S>                                 <C>                                                          <C>

  /s/Richard Snyder                 President and Chief Executive Officer,                       June 27, 2001
---------------------------------   Assistant Secretary
Richard Snyder                      (Principal Executive Officer)


/s/ Jay Peterson                    Chief Financial Officer                                      June 27, 2001
---------------------------------   (Principal Financial Officer and
Jay Peterson                        Principal Accounting Officer)


/s/ F.H. (Dick) Moeller             Director                                                     June 27, 2001
---------------------------------
F.H. (Dick) Moeller

/s/ Gordon H. Matthews              Director                                                     June 27, 2001
---------------------------------
Gordon H. Matthews

/s/ T. Gary Trimm                   Director                                                     June 27, 2001
---------------------------------
T. Gary Trimm

/s/ Kathleen A. Cote                Director                                                     June 27, 2001
---------------------------------
Kathleen A. Cote

/s/ James H. Wells                  Director                                                     June 27, 2001
---------------------------------
James H. Wells

</TABLE>

<PAGE>




                                                  INDEX TO EXHIBITS


<TABLE>
<CAPTION>

                                                                                                       Sequential
   Exhibit                                                                                                Page
    Number                                      Document Description                                     Number
    ------                                      --------------------                                     ------
     <S>        <C>                                                                                       <C>


     4.1        Fourth  Amended and Restated  Certificate of  Incorporation,  as
                filed  July 7,  1993  with the  Secretary  of State of  Delaware
                (incorporated  by  reference  to  Exhibit  3.1 to the  Company's
                quarterly  report  filed on Form 10-Q for the three months ended
                June 30, 1993).

     4.2        Bylaws of the  Company as adopted by the Board of  Directors  of
                the  Company  effective  as of June 11,  1989  (incorporated  by
                reference to Exhibit 3.3 to the Company's Registration Statement
                on Form S-1, File No. 33-45876, as amended).

     4.3        Amendment  to Bylaws of the  Company  as adopted by the Board of
                Directors  of  the  Company  effective  as  of  April  28,  1992
                (incorporated  by  reference  to Exhibit  19.1 to the  Company's
                Quarterly  Report on Form 10-Q for the three  months ended March
                31, 1992).

     4.4        Amendment  to the Bylaws of the  Company as adopted by the Board
                of  Directors  of the  Company  effective  as of July  10,  1996
                (incorporated  by  reference  to  Exhibit  4.5 to the  Company's
                Current Report on Form 8-K dated July 10, 1996).

     4.5        Specimen  Certificate  for the  Common  Stock  (incorporated  by
                reference to Exhibit 4.1 to the Company's Registration Statement
                on Form S-1, File No. 33-45876, as amended).

     4.6        Rights  Agreement  dated  as  of  July  10,  1996  between  VTEL
                Corporation  and First  National Bank of Boston,  which includes
                the form of Certificate of Designations for Designating Series A
                Preferred Stock, $.01 par value, the form of Rights Certificate,
                and the Summary of Rights to Purchase Series A Preferred  Stock,
                $.01 par value, the form of Rights Certificate,  and the Summary
                of Rights to Purchase Series A Preferred Stock  (incorporated by
                reference to Exhibit 4.1 to the Company's Current Report on Form
                8-K dated July 10, 1996).

     4.7        VTEL Corporation  1992 Director Stock Option Plan  (incorporated
                by reference  to the  Company's  Registration  Statement on Form
                S-8, File No. 33-65472)

     4.8        VTEL Corporation  Employee Stock Purchase Plan  (incorporated by
                reference to the Company's  Registration  Statement on Form S-8,
                File No. 33-65464)

     5.1*       Opinion of Jenkens & Gilchrist, a Professional Corporation

    23.1*       Consent  of  Jenkens &  Gilchrist,  a  Professional  Corporation
                (included in opinion filed as Exhibit 5.1 hereto)

    23.2*       Consent of Ernst & Young LLP

    24.1        Power  of  Attorney  (included  on the  signature  page  of this
                Registration Statement)

---------

*        Filed herewith.

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "form_s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 30553}]
{"company-data": {"conformed-name": "VTEL CORP", "cik": "0000884144", "assigned-sic": "3663", "irs-number": "742415696", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64212", "film-number": "1672388"}, "business-address": {"street1": "108 WILD BASIN RD", "city": "AUSTIN", "state": "TX", "zip": "78746", "phone": "5124372700"}, "mail-address": {"street1": "108 WILD BASIN RD", "city": "AUSTIN", "state": "TX", "zip": "78746"}, "former-company": {"former-conformed-name": "VIDEO TELECOM CORP", "date-changed": "19960401"}}
As filed with the Securities and Exchange Commission on June 29, 2001
                                                     Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        ---------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        ---------------------------------

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

            Delaware                                        74-2415696
 (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                        Identification No.)

                               108 Wild Basin Road
                               Austin, Texas 78746
          (Address of principal executive offices, including zip code)

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

                VTEL CORPORATION 1992 DIRECTOR STOCK OPTION PLAN
                                       AND
                  VTEL CORPORATION EMPLOYEE STOCK PURCHASE PLAN
                           (Full titles of the plans)
                       ----------------------------------

                                  Jay Peterson
                             Chief Financial Officer
                                VTEL CORPORATION
                               108 Wild Basin Road
                               Austin, Texas 78746
                     (Name and address of agent for service)

                                 (512) 437-2483
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------

                                                      Proposed maximum      Proposed maximum
           Title of                 Amount to          offering price           aggregate              Amount of
 securities to be registered    Be registered (1)     per share (2)(3)    offering price (2)(3)   registration fee (3)
------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01         600,000               $1.09                $654,000                $164.00
per share
------------------------------------------------------------------------------------------------------------------------
(1)  Consists  of  500,000  shares  and  100,000  shares  of common  stock  (and
associated  preferred stock purchase  rights) reserved for issuance to employees
and directors of VTEL Corporation (the  "Corporation")  pursuant to (i) the VTEL
Corporation  Employee Stock Purchase  Plan; and (ii) the VTEL  Corporation  1992
Director  Stock  Option  Plan,  respectively  (collectively,  the  "Plans").  In
addition,  pursuant  to  Rule  416  under  the  Securities  Act  of  1933,  this
Registration  Statement also covers an indeterminate number of additional shares
of the Corporation's  Common Stock (the "Common Stock") issuable pursuant to the
exercise of options  and/or  awards  granted or to be granted under the Plans to
prevent  dilution that may result from any future stock splits,  stock dividends
or similar transactions affecting the Common Stock.
(2)  Estimated solely for the purpose of computing the registration fee.
(3) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share
of Common Stock  offered  hereunder  pursuant to the Plans is based upon 600,000
shares of Common  Stock  reserved for  issuance  under the Plans,  at a price of
$1.09,  which is the average of the highest and lowest price per share of Common
Stock on the NASDAQ National Market System on June 28, 2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information*
         ----------------

Item 2.  Registrant Information and Employee Plan Annual Information*
         -----------------------------------------------------------

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

         The Corporation  hereby  incorporates by reference in this registration
statement the separate Registration  Statements on Form S-8 relating to the VTEL
Corporation  Employee  Stock Purchase Plan,  Registration  Numbers  33-65464 and
33-95754,  and the  Registration  Statements  on Form S-8  relating  to the VTEL
Corporation 1992 Director Stock Option Plan (f/k/a the  VideoTelecom  Corp. 1992
Director Stock Option Plan), Registration Numbers 33-65472 and 333-48885.

         The  Corporation   also  hereby   incorporates  by  reference  in  this
registration   statement  the  following  documents   previously  filed  by  the
registrant with the Securities and Exchange Commission (the "Commission"):

                  (1) the  Corporation's  Annual  Report on Form 10-K filed with
         the Commission for the fiscal year ended July 31, 2000;

                  (2) the  Corporation's  Quarterly  Reports  on Form 10-Q filed
         with the  Commission  for the three months  ended  October 31, 2000 and
         January 31, 2001;

                  (3) the description of the Common Stock of the Corporation set
         forth  in the  Registration  Statement  on Form  8-A,  filed  with  the
         Commission  on March 31, 1992,  including any amendment or report filed
         for the purpose of updating such description; and

                  (4) the description of the  Corporation's  Rights contained in
         the  Company's  Registration  Statement  on Form  8-A,  filed  with the
         Commission  on July 11, 1996,  including  any amendment or report filed
         for the purpose of updating such description.

         All documents filed by the Corporation with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  registration
statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

------------------------
         *Information  required by Part I to be contained  in the Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities and Exchange Act of 1933 and the Note to Part I of Form
S-8.
Item 6.  Indemnification of Directors and Officers.

                  The Fourth Amended and Restated  Certificate of  Incorporation
         of the Corporation provides for indemnification as follows:

         "NINTH: The Corporation shall indemnify any person:

                  (a) 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, administrative or investigative (other than an
         action  by or in the  right of the  Corporation)  by reason of the fact
         that  he is or  was a  director,  officer,  employee  or  agent  of the
         Corporation,  or is or was serving at the request of the Corporation as
         a  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 him in connection with
         such  action,  suit or  proceeding  if he acted in good  faith and in a
         manner  he  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  his  conduct was
         unlawful.  The  termination  of  any  action,  suit  or  proceeding  by
         judgment,  order,  settlement,  conviction,  or  upon  a plea  of  nolo
         contendere  or  its  equivalent,   shall  not,  of  itself,   create  a
         presumption  that the  person did not act in good faith and in a manner
         which  he  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 reasonable cause to believe his action was unlawful,
         or

                  (b) 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  Corporation  to procure a judgment in its favor by reason
         of the fact that he is or was a director, officer, employee or agent of
         the Corporation, or is or was serving at the request of the Corporation
         as a  director,  officer,  employee  or agent of  another  corporation,
         partnership,  joint venture, trust or other enterprise against expenses
         (including  attorneys' fees) actually and reasonably incurred by him in
         connection  with the defense or settlement of such action or suit if he
         acted in good faith and in a manner he reasonably  believed to be in or
         not opposed to the best interests of the Corporation and except that no
         indemnification shall be made in respect of any claim, issue or matters
         as to which such  person  shall have been  adjudged to be liable to the
         Corporation unless and only to the extent that the Court of Chancery or
         the court in which such action or suit was brought shall determine upon
         application that,  despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses  which the Court of Chancery or
         such other court shall deem proper.

                  To the extent that a director,  officer,  employee or agent of
         the  Corporation  has been  successful  on the merits or  otherwise  in
         defense of any action,  suit or proceeding referred to in subparagraphs
         (a) and (b) of this  Article 9, or in  defense  of any claim,  issue or
         matter therein,  he shall be indemnified  against  expenses  (including
         attorneys' fees) actually and reasonably  incurred by him in connection
         therewith.

                  Any  indemnification  under  subparagraphs (a) and (b) of this
         Article 9 (unless  ordered by a court) shall be made by the Corporation
         only as  authorized  in the  specific  case upon a  determination  that
         indemnification of the director,  officer,  employee or agent is proper
         in the  circumstances  because he has met the  applicable  standard  of
         conduct set forth in subparagraphs  (a) and (b) of this Article 9. Such
         determination shall be made (i) by the Board of Directors by a majority
         vote of the quorum consisting of directors who were not parties to such
         action, suit or proceeding, or (ii) if such a quorum is not obtainable,
         or, even if obtainable a quorum of disinterested  directors so directs,
         by  independent  legal  counsel in a written  opinion,  or (iii) by the
         stockholders.
Expenses (including attorneys' fees) incurred by an officer or
         director  in  defending   any  civil,   criminal,   administrative   or
         investigative   action,  suit  or  proceeding  shall  be  paid  by  the
         Corporation in advance of the final disposition of such action, suit or
         proceeding  upon  receipt  of an  undertaking  by or on  behalf of such
         director  or  officer to repay such  amount if it shall  ultimately  be
         determined that he is not entitled to be indemnified by the Corporation
         as authorized in this Article 9. Such  expenses  (including  attorneys'
         fees)  incurred by other  employees and agents may be so paid upon such
         terms  and  conditions,  if  any,  as  the  Board  of  Directors  deems
         appropriate.

                  The  indemnification  and advancement of expenses provided by,
         or granted pursuant to, this Article 9 shall not be deemed exclusive of
         any other rights to which those seeking  indemnification or advancement
         of  expenses  may be  entitled  under  any  bylaw,  agreement,  vote of
         stockholders or disinterested directors or otherwise, both as to action
         in his  official  capacity and as to action in another  capacity  while
         holding such office.

                  The Corporation may purchase and maintain  insurance on behalf
         of any person who is or was a director,  officer,  employee or agent of
         the Corporation, or is or was serving at the request of the Corporation
         as a  director,  officer,  employee  or agent of  another  corporation,
         partnership,  joint  venture,  trust or other  enterprise  against  any
         liability  asserted  against  him  and  incurred  by him  in  any  such
         capacity,  or  arising  out of his  status as such,  whether or not the
         Corporation  would  have  the  power  to  indemnify  him  against  such
         liability under the provisions of this Article 9.

                  For   purposes  of  this   Article  9,   references   to  "the
         Corporation" shall include,  in addition to the resulting  corporation,
         any   constituent   corporation   (including   any   constituent  of  a
         constituent)  absorbed  in a  consolidation  or  merger  which,  if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was a  director,  officer,  employee  or agent of such
         constituent  corporation,  or is or was  serving at the request of such
         constituent  corporation as a director,  officer,  employee or agent of
         another  corporation,   partnership,  joint  venture,  trust  or  other
         enterprise,  shall stand in the same position under this Article 9 with
         respect to the resulting or surviving corporation as he would have with
         respect to such constituent  corporation if its separate  existence had
         continued.

                  For  purposes  of  this  Article  9,   references   to  "other
         enterprises"  shall  include  employee  benefit  plans;  references  to
         "fines"  shall  include  any excise  taxes  assessed  on a person  with
         respect to an employee  benefit plan; and references to "serving at the
         request of the  Corporation"  shall  include any service as a director,
         officer,  employee or agent of the Corporation which imposes duties on,
         or involves services by, such director, officer, employee or agent with
         respect to an employee benefit plan, its participants or beneficiaries;
         and a person  who acted in good  faith  and in a manner  he  reasonably
         believed to be in the interest of the participants and beneficiaries of
         an employee benefit plan shall be deemed to have acted in a manner "not
         opposed to the best  interests  of the  Corporation"  as referred to in
         this Article 9.

                  The  indemnification  and advancement of expenses provided by,
         or granted pursuant to, this Article 9 shall, unless otherwise provided
         when authorized or ratified,  continue as to a person who has ceased to
         be a  director,  officer,  employee  or agent  and  shall  inure to the
         benefit of the heirs, executors and administrators of such a person."

Item 7.  Exemption from Registration Claimed.

         None.
Item 8.  Exhibits.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
                  registration statement.

         Exhibit  Description of Exhibit

         4.1      Fourth Amended and Restated  Certificate of Incorporation,  as
                  filed  July 7, 1993 with the  Secretary  of State of  Delaware
                  (incorporated  by  reference  to Exhibit 3.1 to the  Company's
                  quarterly report filed on Form 10-Q for the three months ended
                  June 30, 1993).

         4.2      Bylaws of the Company as adopted by the Board of  Directors of
                  the Company  effective  as of June 11, 1989  (incorporated  by
                  reference  to  Exhibit  3.3  to  the  Company's   Registration
                  Statement on Form S-1, File No. 33-45876, as amended).

         4.3      Amendment  to Bylaws of the Company as adopted by the Board of
                  Directors  of the  Company  effective  as of  April  28,  1992
                  (incorporated  by reference  to Exhibit 19.1 to the  Company's
                  Quarterly Report on Form 10-Q for the three months ended March
                  31, 1992).

         4.4      Amendment to the Bylaws of the Company as adopted by the Board
                  of  Directors  of the  Company  effective  as of July 10, 1996
                  (incorporated  by  reference  to Exhibit 4.5 to the  Company's
                  Current Report on Form 8-K dated July 10, 1996).

         4.5      Specimen  Certificate  for the Common Stock  (incorporated  by
                  reference  to  Exhibit  4.1  to  the  Company's   Registration
                  Statement on Form S-1, File No. 33-45876, as amended).

         4.6      Rights  Agreement  dated  as of July  10,  1996  between  VTEL
                  Corporation and First National Bank of Boston,  which includes
                  the form of Certificate of Designations for Designating Series
                  A  Preferred  Stock,  $.01  par  value,  the  form  of  Rights
                  Certificate,  and the Summary of Rights to  Purchase  Series A
                  Preferred   Stock,   $.01  par  value,   the  form  of  Rights
                  Certificate,  and the Summary of Rights to  Purchase  Series A
                  Preferred Stock  (incorporated  by reference to Exhibit 4.1 to
                  the Company's Current Report on Form 8-K dated July 10, 1996).

         4.7      VTEL Corporation 1992 Director Stock Option Plan (incorporated
                  by reference to the Company's  Registration  Statement on Form
                  S-8, File No. 33-65472)

         4.8      VTEL Corporation Employee Stock Purchase Plan (incorporated by
                  reference to the Company's Registration Statement on Form S-8,
                  File No. 33-65464)

         5.1*     Opinion of Jenkens & Gilchrist, a Professional Corporation

         23.1*    Consent of Jenkens &  Gilchrist,  a  Professional  Corporation
                  (included in opinion filed as Exhibit 5.1 hereto)

         23.2*    Consent of Ernst & Young LLP

         24.1     Power of  Attorney  (included  in the  signature  page of this
                  Registration Statement)

         -------

         *        Filed herewith.
Item 9.  Undertakings.

         A.       The undersigned Corporation 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 this Registration Statement;

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

                  (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  Corporation hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Corporation's  annual  report  pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  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  Corporation  pursuant to the foregoing  provisions,  or  otherwise,  the
Corporation  has  been  advised  that  in the  opinion  of the  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 Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
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  Corporation  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 of whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the  Corporation  certifies  that it has  reasonable  grounds to believe that it
meets  all 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 Austin, Texas, on June 27, 2001.

                                      VTEL CORPORATION

                                      By: /s/ Richard Snyder
                                         ---------------------------------------
                                         Richard Snyder
                                         President and Chief Executive Officer,
                                         Assistant Secretary
                                         (Principal Executive Officer)

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENT,  that each  individual  whose  signature
appears below hereby constitutes and appoints Richard Snyder his true and lawful
attorney-in-fact  and agent, with full power of substitution and  resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement,  and to file the same with all
exhibits  thereto and other  documents in  connection  therewith,  with the SEC,
granting unto each of said  attorney-in-fact  and agent full power and authority
to do and perform  each and every act and thing  requisite  and  necessary to be
done in connection  therewith,  as fully to all intents and purposes as he might
or  could  do in  person  hereby  ratifying  and  confirming  that  each of said
attorney-in-fact and agent or his substitute may lawfully do or cause to be done
by virtue hereof.

         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 included:
Signature                                   Capacity                                                    Date
---------                                   --------                                                    ----
/s/Richard Snyder                 President and Chief Executive Officer,                       June 27, 2001
---------------------------------   Assistant Secretary
Richard Snyder                      (Principal Executive Officer)

/s/ Jay Peterson                    Chief Financial Officer                                      June 27, 2001
---------------------------------   (Principal Financial Officer and
Jay Peterson                        Principal Accounting Officer)

/s/ F.H. (Dick) Moeller             Director                                                     June 27, 2001
---------------------------------
F.H. (Dick) Moeller

/s/ Gordon H. Matthews              Director                                                     June 27, 2001
---------------------------------
Gordon H. Matthews

/s/ T. Gary Trimm                   Director                                                     June 27, 2001
---------------------------------
T. Gary Trimm

/s/ Kathleen A. Cote                Director                                                     June 27, 2001
---------------------------------
Kathleen A. Cote

/s/ James H. Wells                  Director                                                     June 27, 2001
---------------------------------
James H. Wells
INDEX TO EXHIBITS
Sequential
   Exhibit                                                                                                Page
    Number                                      Document Description                                     Number
    ------                                      --------------------                                     ------
4.1        Fourth  Amended and Restated  Certificate of  Incorporation,  as
                filed  July 7,  1993  with the  Secretary  of State of  Delaware
                (incorporated  by  reference  to  Exhibit  3.1 to the  Company's
                quarterly  report  filed on Form 10-Q for the three months ended
                June 30, 1993).

     4.2        Bylaws of the  Company as adopted by the Board of  Directors  of
                the  Company  effective  as of June 11,  1989  (incorporated  by
                reference to Exhibit 3.3 to the Company's Registration Statement
                on Form S-1, File No. 33-45876, as amended).

     4.3        Amendment  to Bylaws of the  Company  as adopted by the Board of
                Directors  of  the  Company  effective  as  of  April  28,  1992
                (incorporated  by  reference  to Exhibit  19.1 to the  Company's
                Quarterly  Report on Form 10-Q for the three  months ended March
                31, 1992).

     4.4        Amendment  to the Bylaws of the  Company as adopted by the Board
                of  Directors  of the  Company  effective  as of July  10,  1996
                (incorporated  by  reference  to  Exhibit  4.5 to the  Company's
                Current Report on Form 8-K dated July 10, 1996).

     4.5        Specimen  Certificate  for the  Common  Stock  (incorporated  by
                reference to Exhibit 4.1 to the Company's Registration Statement
                on Form S-1, File No. 33-45876, as amended).

     4.6        Rights  Agreement  dated  as  of  July  10,  1996  between  VTEL
                Corporation  and First  National Bank of Boston,  which includes
                the form of Certificate of Designations for Designating Series A
                Preferred Stock, $.01 par value, the form of Rights Certificate,
                and the Summary of Rights to Purchase Series A Preferred  Stock,
                $.01 par value, the form of Rights Certificate,  and the Summary
                of Rights to Purchase Series A Preferred Stock  (incorporated by
                reference to Exhibit 4.1 to the Company's Current Report on Form
                8-K dated July 10, 1996).

     4.7        VTEL Corporation  1992 Director Stock Option Plan  (incorporated
                by reference  to the  Company's  Registration  Statement on Form
                S-8, File No. 33-65472)

     4.8        VTEL Corporation  Employee Stock Purchase Plan  (incorporated by
                reference to the Company's  Registration  Statement on Form S-8,
                File No. 33-65464)

     5.1*       Opinion of Jenkens & Gilchrist, a Professional Corporation

    23.1*       Consent  of  Jenkens &  Gilchrist,  a  Professional  Corporation
                (included in opinion filed as Exhibit 5.1 hereto)

    23.2*       Consent of Ernst & Young LLP

    24.1        Power  of  Attorney  (included  on the  signature  page  of this
                Registration Statement)

---------

*        Filed herewith.