As filed with the Securities and Exchange Commission on March 30, 1998
                                                    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)
                       ----------------------------------

                                 RODNEY S. BOND
                             Chief Financial Officer
                                VTEL CORPORATION
                               108 Wild Basin Road
                               Austin, Texas 78746
                     (Name and address of agent for service)

                                 (512) 437-2702
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE


                                                     Proposed
                                     Proposed        maximum
    Title of       Amount to         maximum        aggregate        Amount of
 securities to   be registered    offering price     offering       registration
 be registered        (1)        per share (2)(3)  price (2)(3)      fee (3)
--------------   -------------   ----------------  ------------     ------------
Common Stock,
par value $.01
  per share         550,000           $6.375       $3,317,759.85        $979
share
--------------------------------------------------------------------------------

(1) Consists of 500,000 shares and 50,000 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 (i)
548,335 shares of Common Stock  reserved for issuance  under the Plans,  but not
subject to  outstanding  stock  options  issued  under the Plans,  at a price of
$6.03125,  which is the  average of the  highest  and lowest  price per share of
Common Stock on the NASDAQ  National  Market System on March 26, 1998;  and (ii)
1,665 shares of Common Stock  reserved for issuance and subject to stock options
already  granted  under the  Company's  1992  Director  Stock  Option Plan at an
exercise price of $6.375 per share.




<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  the  two  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  Statement  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 Number 33-65472.

Item 8. Exhibits

          Each of the following exhibits is filed herewith:

          5.1  - Opinion of Jenkens & Gilchrist, a Professional Corporation

          23.1 - Consent of Price Waterhouse LLP

          23.2 - Consent of KPMG Peat Marwick LLP

          23.3 - Consent  of Jenkens &  Gilchrist,  a  Professional  Corporation
                 (included in their opinion filed as exhibit 5.1 hereto)


--------
     *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.



<PAGE>




                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 March 30, 1998.

                                  VTEL CORPORATION


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

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that each individual whose signature appears
below hereby constitutes and appoints F.H. (Dick) Moeller and Rodney S. Bond and
each of them, 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 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 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 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 included:

Signature                            Capacity                           Date

/s/ F.H. (Dick) Moeller    Chief Executive Officer and Chairman   March 30, 1998
-------------------------- of the Board of Directors (Principal
F.H. (Dick) Moeller        Executive Officer)

/s/ Rodney S. Bond         Chief Financial Officer, Vice          March 30, 1998
-------------------------- President-Finance, Treasurer and
Rodney S. Bond             Secretary (Principal Financial
                           Officer and Principal Accounting
                           Officer)

/s/ Jerry S. Bensen, Jr.   Director                               March 30, 1998
--------------------------
Jerry S. Bensen, Jr.

/s/ Eric L. Jones          Director                               March 30, 1998
--------------------------
Eric L. Jones

                           Director                               March 30, 1998
--------------------------
Gordon H. Mathews

/s/ Max D. Hopper          Director                               March 30, 1998
--------------------------
Max D. Hopper

/s/ T. Gary Trimm          Director                               March 30, 1998
--------------------------
T. Gary Trimm

/s/ Dr. Arthur G. Anderson Director                               March 30, 1998
--------------------------
Dr. Arthur G. Anderson

/s/ Richard Snyder         Director                               March 30, 1998
--------------------------
Richard Snyder


<PAGE>





                                INDEX TO EXHIBITS


         Exhibit     Description of Exhibit
         -------     ----------------------


          5.1  -     Opinion of Jenkens & Gilchrist, a Professional Corporation.

         23.1  -     Consent of Price Waterhouse LLP.

         23.2  -     Consent of KPMG Peat Marwick, LLP.

         23.3  -     Consent of Jenkens & Gilchrist,  a Professional Corporation
                     (included in their opinion filed as exhibit 5.1 hereto).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 9790}]
{"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": "333-48885", "film-number": "98579562"}, "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 March 30, 1998
                                                    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)
                       ----------------------------------

                                 RODNEY S. BOND
                             Chief Financial Officer
                                VTEL CORPORATION
                               108 Wild Basin Road
                               Austin, Texas 78746
                     (Name and address of agent for service)

                                 (512) 437-2702
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                                     Proposed
                                     Proposed        maximum
    Title of       Amount to         maximum        aggregate        Amount of
 securities to   be registered    offering price     offering       registration
 be registered        (1)        per share (2)(3)  price (2)(3)      fee (3)
--------------   -------------   ----------------  ------------     ------------
Common Stock,
par value $.01
  per share         550,000           $6.375       $3,317,759.85        $979
share
--------------------------------------------------------------------------------

(1) Consists of 500,000 shares and 50,000 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 (i)
548,335 shares of Common Stock  reserved for issuance  under the Plans,  but not
subject to  outstanding  stock  options  issued  under the Plans,  at a price of
$6.03125,  which is the  average of the  highest  and lowest  price per share of
Common Stock on the NASDAQ  National  Market System on March 26, 1998;  and (ii)
1,665 shares of Common Stock  reserved for issuance and subject to stock options
already  granted  under the  Company's  1992  Director  Stock  Option Plan at an
exercise price of $6.375 per share.
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  the  two  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  Statement  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 Number 33-65472.

Item 8. Exhibits

          Each of the following exhibits is filed herewith:

          5.1  - Opinion of Jenkens & Gilchrist, a Professional Corporation

          23.1 - Consent of Price Waterhouse LLP

          23.2 - Consent of KPMG Peat Marwick LLP

          23.3 - Consent  of Jenkens &  Gilchrist,  a  Professional  Corporation
                 (included in their opinion filed as exhibit 5.1 hereto)

--------
     *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.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 March 30, 1998.

                                  VTEL CORPORATION

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

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that each individual whose signature appears
below hereby constitutes and appoints F.H. (Dick) Moeller and Rodney S. Bond and
each of them, 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 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 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 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 included:

Signature                            Capacity                           Date

/s/ F.H. (Dick) Moeller    Chief Executive Officer and Chairman   March 30, 1998
-------------------------- of the Board of Directors (Principal
F.H. (Dick) Moeller        Executive Officer)

/s/ Rodney S. Bond         Chief Financial Officer, Vice          March 30, 1998
-------------------------- President-Finance, Treasurer and
Rodney S. Bond             Secretary (Principal Financial
                           Officer and Principal Accounting
                           Officer)

/s/ Jerry S. Bensen, Jr.   Director                               March 30, 1998
--------------------------
Jerry S. Bensen, Jr.

/s/ Eric L. Jones          Director                               March 30, 1998
--------------------------
Eric L. Jones

                           Director                               March 30, 1998
--------------------------
Gordon H. Mathews

/s/ Max D. Hopper          Director                               March 30, 1998
--------------------------
Max D. Hopper

/s/ T. Gary Trimm          Director                               March 30, 1998
--------------------------
T. Gary Trimm

/s/ Dr. Arthur G. Anderson Director                               March 30, 1998
--------------------------
Dr. Arthur G. Anderson

/s/ Richard Snyder         Director                               March 30, 1998
--------------------------
Richard Snyder
INDEX TO EXHIBITS

         Exhibit     Description of Exhibit
         -------     ----------------------

          5.1  -     Opinion of Jenkens & Gilchrist, a Professional Corporation.

         23.1  -     Consent of Price Waterhouse LLP.

         23.2  -     Consent of KPMG Peat Marwick, LLP.

         23.3  -     Consent of Jenkens & Gilchrist,  a Professional Corporation
                     (included in their opinion filed as exhibit 5.1 hereto).