As filed with the Securities and Exchange Commission on June 4, 1997
                           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)                        (Zip Code)


      --------------------------------------------------------------------
                     VTEL CORPORATION 1996 STOCK OPTION PLAN
                            (Full title of the plan)
      --------------------------------------------------------------------

              RODNEY S. BOND                                  COPY TO:
         CHIEF FINANCIAL OFFICER                       L. STEVEN LESHIN, ESQ.
           108 WILD BASIN ROAD                          JENKENS & GILCHRIST,
           AUSTIN, TEXAS 78746                       A PROFESSIONAL CORPORATION
   (Name, address and telephone number              1445 ROSS AVENUE, SUITE 3200
including area code of agent for service)               DALLAS, TEXAS  75202

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                                         PROPOSED                PROPOSED
                                                  AMOUNT                  MAXIMUM                MAXIMUM                AMOUNT OF
             TITLE OF CLASS OF                     TO BE                OFFERING PRICE           AGGREGATE             REGISTRATION
        SECURITIES TO BE REGISTERED            REGISTERED(1)           PER SHARE(2)(3)      OFFERING PRICE(2)(3)          FEE(3)
---------------------------------------  ------------------------  ---------------------- ------------------------  ----------------
<S>                                           <C>                          <C>                 <C>                      <C>      
Common Stock, $0.01 par value per share       2,700,000 Shares             $5.9375             $16,509,987.64           $5,448.30
=======================================  ========================  ====================== ========================  ================
</TABLE>

         (1)  The  securities  to be  registered  consist  of  2,700,000  shares
reserved for  issuance  under the VTEL  Corporation  1996 Stock Option Plan (the
"Plan").  In addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
this Registration  Statement 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 Plan to
prevent dilution which may result from any future stock splits,  stock dividends
or similar transactions  affecting the Common Stock. These additional shares are
also being registered by this Registration Statement.
         (2) Estimated solely for  the purpose of  calculating the  registration
fee.
         (3) Calculated pursuant to Rule 457(c) and (h). Accordingly,  the price
per share of the Common Stock offered hereunder pursuant to the Plan is based on
(i) 2,147,012  shares of Common Stock  reserved for issuance under the Plan, but
not subject to outstanding stock options, at a price per share of $5.9375, which
is the average of the highest and lowest selling price per share of Common Stock
on the NASDAQ National Market on May 30, 1997, and (ii) the following  shares of
Common Stock reserved for issuance under the Plan and subject to options already
granted thereunder at the following exercise prices:


      NUMBER OF SHARES
      OF COMMON STOCK                                      EXERCISE PRICE
   RESERVED FOR ISSUANCE                                     PER SHARE
   ---------------------                                   --------------
           1,734                                               4.063
          10,000                                               4.532
          84,015                                               6.688
           9,880                                               8.125
         101,000                                               9.000
          11,250                                               9.063
          15,000                                               9.938
          14,789                                               4.094
           4,345                                               5.938
          50,975                                               5.688
         250,000                                               6.125





CORPDAL:52067.3 22768-00001

<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


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The registrant  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  registrant's  Annual Report on Form 10-K filed with the Commission
for the transition period ended July 31, 1996;

     (2) the registrant's Annual Report on Form 10-K/A filed with the Commission
for the transition period ended July 31, 1996;

     (3) the registrant's  Quarterly Reports on Form 10-Q for the quarters ended
October 31, 1996, and January 31, 1997, filed with the Commission;

     (4) the  registrant's  Current Report on Form 8-K dated May 23, 1996, filed
with the Commission;

     (5) the registrant's  Current Report on Form 8-K dated July 10, 1996, filed
with the Commission;

     (6) the  registrant's  Current  Report on Form 8-K dated  January  6, 1997,
filed with the Commission; and

     (7) the  description of the Common Stock of the registrant 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.

         All documents filed by the registrant  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 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 Act of 1933 and the Note to Part I of Form S-8.

CORPDAL:52067.3 22768-00001
                                                       II-1

<PAGE>
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Fourth Amended and Restated  Certificate of  Incorporation
         of the registrant 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

CORPDAL:52067.3 22768-00001
                                                       II-2
<PAGE>

         (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 8.  EXHIBITS.

         (a)      Exhibits.

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

         Exhibit           Description of Exhibit

         4.1*     VTEL Corporation 1996 Stock Option Plan

         4.2*     Form of Option Agreement

         5.1*     Opinion of Jenkens & Gilchrist, a Professional Corporation


CORPDAL:52067.3 22768-00001
                                                       II-3

<PAGE>



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

         23.2*    Consent of Price Waterhouse LLP.
--------------------

*        Filed herewith.


ITEM 9.  UNDERTAKINGS.

         A.       The undersigned registrant hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to this registration  statement
         to  include  any  material  information  with  respect  to the  plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement;

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act, 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  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 (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  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  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 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  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.



CORPDAL:52067.3 22768-00001
                                                       II-4

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant 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 April 29, 1997.


                                           VTEL CORPORATION


                                      By:  /s/ F. H. (Dick) Moeller
                                         --------------------------
                                         F. H. (Dick) Moeller,
                                         Chief Executive Officer and Chairman
                                         of the Board of Directors


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below  constitutes  and appoints F.H.  (Dick) Moeller and Rodney S. Bond
and each of this,  each with full power to act without  the other,  his true and
lawful  attorneys-in-fact  and agents,  each with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign any and all amendments to this Registration Statement,  and
to file the same with all  exhibits,  thereto,  and all  documents in connection
therewith, with the SEC, granting unto each of said attorneys-in-fact and agents
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  all  that  each  of  said   attorneys-in-fact   and  agents  or  his
substitutes, 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 indicated.


     SIGNATURE                         CAPACITY                       DATE
     ---------                         --------                       ----

/s/ F.H. (Dick) Moeller  Chief Executive Officer and Chairman     April 29, 1997
-----------------------  of the Board of Directors (Principal 
F.H. (Dick) Moeller      Executive Officer)           

/s/ Rodney S. Bond       Chief Financial Officer, Vice President  April 29, 1997
-----------------------  - Finance, Treasurer and Secretary
Rodney S. Bond           (Principal Financial Officer and 
                         Principal Accounting Officer)

/s/ John V. Jaggers      Director                                 April 30, 1997
-----------------------
John V. Jaggers

/s/ Eric L. Jones        Director                                  April 30,1997
-----------------------
Eric L. Jones

/s/ Gordon H. Matthews   Director                                    May 4, 1997
-----------------------
Gordon H. Matthews

Max D. Hopper            Director                                 April 30, 1997
-----------------------
Max D. Hopper


CORPDAL:52067.3 22768-00001

<PAGE>



                                  EXHIBIT INDEX



                                                                      Sequential
   Exhibit                                                               Page
    Number              Document Description                            Number
   -------              --------------------                          ----------
     4.1        VTEL Corporation 1996 Stock Option Plan
     4.2        Form of Stock Option Agreement
     5.1        Opinion of Jenkens & Gilchrist, P.C.
     23.1       Consent of Jenkens & Gilchrist, P.C. 
                    (included in their opinion filed as Exhibit 5.1)
     23.2       Consent of Price Waterhouse LLP


CORPDAL:52067.3 22768-00001
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25287}]
{"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": "333-28499", "film-number": "97619218"}, "business-address": {"street1": "108 WILD BASIN RD", "city": "AUSTIN", "state": "TX", "zip": "78746", "phone": "5123142700"}, "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 4, 1997
                           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)                        (Zip Code)

      --------------------------------------------------------------------
                     VTEL CORPORATION 1996 STOCK OPTION PLAN
                            (Full title of the plan)
      --------------------------------------------------------------------

              RODNEY S. BOND                                  COPY TO:
         CHIEF FINANCIAL OFFICER                       L. STEVEN LESHIN, ESQ.
           108 WILD BASIN ROAD                          JENKENS & GILCHRIST,
           AUSTIN, TEXAS 78746                       A PROFESSIONAL CORPORATION
   (Name, address and telephone number              1445 ROSS AVENUE, SUITE 3200
including area code of agent for service)               DALLAS, TEXAS  75202

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

                         CALCULATION OF REGISTRATION FEE
PROPOSED                PROPOSED
                                                  AMOUNT                  MAXIMUM                MAXIMUM                AMOUNT OF
             TITLE OF CLASS OF                     TO BE                OFFERING PRICE           AGGREGATE             REGISTRATION
        SECURITIES TO BE REGISTERED            REGISTERED(1)           PER SHARE(2)(3)      OFFERING PRICE(2)(3)          FEE(3)
---------------------------------------  ------------------------  ---------------------- ------------------------  ----------------
Common Stock, $0.01 par value per share       2,700,000 Shares             $5.9375             $16,509,987.64           $5,448.30
=======================================  ========================  ====================== ========================  ================
(1)  The  securities  to be  registered  consist  of  2,700,000  shares
reserved for  issuance  under the VTEL  Corporation  1996 Stock Option Plan (the
"Plan").  In addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
this Registration  Statement 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 Plan to
prevent dilution which may result from any future stock splits,  stock dividends
or similar transactions  affecting the Common Stock. These additional shares are
also being registered by this Registration Statement.
         (2) Estimated solely for  the purpose of  calculating the  registration
fee.
         (3) Calculated pursuant to Rule 457(c) and (h). Accordingly,  the price
per share of the Common Stock offered hereunder pursuant to the Plan is based on
(i) 2,147,012  shares of Common Stock  reserved for issuance under the Plan, but
not subject to outstanding stock options, at a price per share of $5.9375, which
is the average of the highest and lowest selling price per share of Common Stock
on the NASDAQ National Market on May 30, 1997, and (ii) the following  shares of
Common Stock reserved for issuance under the Plan and subject to options already
granted thereunder at the following exercise prices:

      NUMBER OF SHARES
      OF COMMON STOCK                                      EXERCISE PRICE
   RESERVED FOR ISSUANCE                                     PER SHARE
   ---------------------                                   --------------
           1,734                                               4.063
          10,000                                               4.532
          84,015                                               6.688
           9,880                                               8.125
         101,000                                               9.000
          11,250                                               9.063
          15,000                                               9.938
          14,789                                               4.094
           4,345                                               5.938
          50,975                                               5.688
         250,000                                               6.125

CORPDAL:52067.3 22768-00001
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

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The registrant  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  registrant's  Annual Report on Form 10-K filed with the Commission
for the transition period ended July 31, 1996;

     (2) the registrant's Annual Report on Form 10-K/A filed with the Commission
for the transition period ended July 31, 1996;

     (3) the registrant's  Quarterly Reports on Form 10-Q for the quarters ended
October 31, 1996, and January 31, 1997, filed with the Commission;

     (4) the  registrant's  Current Report on Form 8-K dated May 23, 1996, filed
with the Commission;

     (5) the registrant's  Current Report on Form 8-K dated July 10, 1996, filed
with the Commission;

     (6) the  registrant's  Current  Report on Form 8-K dated  January  6, 1997,
filed with the Commission; and

     (7) the  description of the Common Stock of the registrant 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.

         All documents filed by the registrant  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 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 Act of 1933 and the Note to Part I of Form S-8.

CORPDAL:52067.3 22768-00001
                                                       II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The Fourth Amended and Restated  Certificate of  Incorporation
         of the registrant 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

CORPDAL:52067.3 22768-00001
                                                       II-2
(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 8.  EXHIBITS.

         (a)      Exhibits.

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

         Exhibit           Description of Exhibit

         4.1*     VTEL Corporation 1996 Stock Option Plan

         4.2*     Form of Option Agreement

         5.1*     Opinion of Jenkens & Gilchrist, a Professional Corporation

CORPDAL:52067.3 22768-00001
                                                       II-3
23.1*    Consent of Jenkens & Gilchrist, a Professional Corporation 
                    (included in their opinion filed as Exhibit 5.1)

         23.2*    Consent of Price Waterhouse LLP.
--------------------

*        Filed herewith.

ITEM 9.  UNDERTAKINGS.

         A.       The undersigned registrant hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
         being made, a post-effective  amendment to this registration  statement
         to  include  any  material  information  with  respect  to the  plan of
         distribution not previously disclosed in the registration  statement or
         any material change to such information in the registration statement;

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act, 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  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 (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  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  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 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  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.

CORPDAL:52067.3 22768-00001
                                                       II-4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant 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 April 29, 1997.

                                           VTEL CORPORATION

                                      By:  /s/ F. H. (Dick) Moeller
                                         --------------------------
                                         F. H. (Dick) Moeller,
                                         Chief Executive Officer and Chairman
                                         of the Board of Directors

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below  constitutes  and appoints F.H.  (Dick) Moeller and Rodney S. Bond
and each of this,  each with full power to act without  the other,  his true and
lawful  attorneys-in-fact  and agents,  each with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign any and all amendments to this Registration Statement,  and
to file the same with all  exhibits,  thereto,  and all  documents in connection
therewith, with the SEC, granting unto each of said attorneys-in-fact and agents
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  all  that  each  of  said   attorneys-in-fact   and  agents  or  his
substitutes, 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 indicated.

     SIGNATURE                         CAPACITY                       DATE
     ---------                         --------                       ----

/s/ F.H. (Dick) Moeller  Chief Executive Officer and Chairman     April 29, 1997
-----------------------  of the Board of Directors (Principal 
F.H. (Dick) Moeller      Executive Officer)           

/s/ Rodney S. Bond       Chief Financial Officer, Vice President  April 29, 1997
-----------------------  - Finance, Treasurer and Secretary
Rodney S. Bond           (Principal Financial Officer and 
                         Principal Accounting Officer)

/s/ John V. Jaggers      Director                                 April 30, 1997
-----------------------
John V. Jaggers

/s/ Eric L. Jones        Director                                  April 30,1997
-----------------------
Eric L. Jones

/s/ Gordon H. Matthews   Director                                    May 4, 1997
-----------------------
Gordon H. Matthews

Max D. Hopper            Director                                 April 30, 1997
-----------------------
Max D. Hopper

CORPDAL:52067.3 22768-00001
EXHIBIT INDEX

                                                                      Sequential
   Exhibit                                                               Page
    Number              Document Description                            Number
   -------              --------------------                          ----------
     4.1        VTEL Corporation 1996 Stock Option Plan
     4.2        Form of Stock Option Agreement
     5.1        Opinion of Jenkens & Gilchrist, P.C.
     23.1       Consent of Jenkens & Gilchrist, P.C. 
                    (included in their opinion filed as Exhibit 5.1)
     23.2       Consent of Price Waterhouse LLP

CORPDAL:52067.3 22768-00001