As filed with the Securities and Exchange Commission on January 20, 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)                        (Zip Code)

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

                                VTEL Corporation
                                   401(k) Plan
                            (Full title of the plan)

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

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

                                 (512) 314-2700
          (Telephone number including area code, of agent for service)
<TABLE>
<CAPTION>

                                                CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                    Amount      Proposed maximum     Proposed maximum
            Title of securities                     to be        offering price          aggregate            Amount of
              to be registered                  registered(1)    per share(2)(3)   offering price(2)(3)   registration fee
--------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                    <C>                   <C>                 <C>                    <C>   
Common Stock, par value $.01 per share......   900,000 shares        $6.6875             $6,018,750             $1,824
==========================================================================================================================
<FN>

(1)  Consists  of 900,000  shares of Common  Stock  available  for  purchase  by
     employees of VTEL  Corporation  and its  subsidiaries  pursuant to the VTEL
     Corporation  401(k)  Plan.  Pursuant to a Rights  Agreement,  each share of
     Common Stock also has an associated  preferred  stock  purchase  right.  In
     addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  as
     amended (the "Securities Act"), this Registration  Statement also covers an
     indeterminant amount of interests (including any associated preferred stock
     purchase  rights) to be offered or sold  pursuant to the  employee  benefit
     plan described herein.

(2) Estimated solely for the purpose of calculating the registration fee.

(3)  Calculated  pursuant  to Rule  457(c) and (h) solely  for the  purposes  of
     computing the  registration  fee, based upon the average of the highest and
     lowest  selling price per share of the Common Stock on the NASDAQ  National
     Market on January 15, 1998 under the Securities Act.

</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


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 fiscal year ended July 31, 1997;

               (2) the registrant's Quarterly Report on From 10-Q filed with the
          Commission for the three months ended October 31, 1997;

               (3) 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; and

               (4) the  description  of the  Company'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  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 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        None.

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,
--------
     *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.


                                      II-1

<PAGE>
          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 reason-
          ably incurred by him in connection  with such action, suit or proceed-
          ing 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.


                                      II-2
<PAGE>
               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
               (incorporated  by  reference  to  Exhibit  4.1 to  the  Company's
               Current Report on Form 8-K dated July 10, 1996).


                                      II-3
<PAGE>
          4.7  Basic Plan Document

          4.8  Adoption Agreement -- Non-Standardized Profit Sharing/Thrift Plan
               with 401(k) Feature

          5.1  Internal Revenue Service Letter, dated September 4, 1997

          23.1 Consent of Price Waterhouse LLP

          23.2 Consent of KPMG Peat Marwick LLP

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

               The undersigned  registrant  hereby  undertakes to submit, or has
          submitted, the Plan and any amendments thereto to the Internal Revenue
          Service  ("IRS")  in a timely  manner  and has  made or will  make all
          changes required by the IRS in order to qualify the Plan.

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  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  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.


                                      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 January 20, 1998.

                             VTEL CORPORATION


                             By:     /s/ 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 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 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/ Dick Moeller                 Chief Executive Officer and    January 20, 1998
--------------------------       Chairman of the Board of
F.H. (Dick) Moeller              Directors (Principal
                                 Executive Officer)

/s/ Rodney S. Bond               Chief Financial Officer,       January 20, 1998
--------------------------       Vice President - Finance,
Rodney S. Bond                   Treasurer and Secretary
                                 (Principal Financial Officer
                                 and Principal Accounting
                                 Officer)

/s/ Jerry S. Bensen, Jr.         Director                       January 20, 1998
--------------------------
Jerry S. Bensen, Jr.

/s/ Eric L. Jones                Director                       January 20, 1998
--------------------------
Eric L. Jones

                                 Director                       January 20, 1998
---------------------------
Gordon H. Matthews

/s/ Max D. Hopper                Director                       January 20, 1998
---------------------------
Max D. Hopper

                                 Director                       January 20, 1998
---------------------------
T. Gary Trimm

/s/ Dr. Arthur G. Anderson       Director                       January 20, 1998
---------------------------
Dr. Arthur G. Anderson

                                 Director                       January 20, 1998
---------------------------
Richard Snyder


<PAGE>
                                  EXHIBIT INDEX



                                                                      Sequential
   Exhibit                                                               Page
    Number                  Document Description                        Number
   -------                  --------------------                      ----------

     4.7       Basic Plan Document

     4.8       Adoption Agreement -- Non-Standardized Profit
               Sharing/Thrift Plan with 401(k) Feature

     5.1       Internal Revenue Service Letter, dated
               September 4, 1997

     23.1      Consent of Price Waterhouse LLP

     23.2      Consent of KPMG Peat Marwick LLP

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






<PAGE>



     The Plan.  Pursuant to the  requirements  of the Securities Act of 1933, as
amended,  the trustee of the VTEL  Corporation  401(k) Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Austin, State of Texas, on January 20, 1998.


                                        VTEL CORPORATION 401(K) PLAN

                                        By:      VTEL Corporation
                                                 Plan Administrator

                                        
                                                  By:  /s/ Dianne Johnson
                                                       -------------------------
                                                  Name:  Dianne Johnson
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27937}]
{"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": "333-44533", "film-number": "98509382"}, "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 January 20, 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)                        (Zip Code)

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

                                VTEL Corporation
                                   401(k) Plan
                            (Full title of the plan)

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

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

                                 (512) 314-2700
          (Telephone number including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                    Amount      Proposed maximum     Proposed maximum
            Title of securities                     to be        offering price          aggregate            Amount of
              to be registered                  registered(1)    per share(2)(3)   offering price(2)(3)   registration fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share......   900,000 shares        $6.6875             $6,018,750             $1,824
==========================================================================================================================
(1)  Consists  of 900,000  shares of Common  Stock  available  for  purchase  by
     employees of VTEL  Corporation  and its  subsidiaries  pursuant to the VTEL
     Corporation  401(k)  Plan.  Pursuant to a Rights  Agreement,  each share of
     Common Stock also has an associated  preferred  stock  purchase  right.  In
     addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  as
     amended (the "Securities Act"), this Registration  Statement also covers an
     indeterminant amount of interests (including any associated preferred stock
     purchase  rights) to be offered or sold  pursuant to the  employee  benefit
     plan described herein.

(2) Estimated solely for the purpose of calculating the registration fee.

(3)  Calculated  pursuant  to Rule  457(c) and (h) solely  for the  purposes  of
     computing the  registration  fee, based upon the average of the highest and
     lowest  selling price per share of the Common Stock on the NASDAQ  National
     Market on January 15, 1998 under the Securities Act.
--------------------------------------------------------------------------------
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 fiscal year ended July 31, 1997;

               (2) the registrant's Quarterly Report on From 10-Q filed with the
          Commission for the three months ended October 31, 1997;

               (3) 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; and

               (4) the  description  of the  Company'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  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 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        None.

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,
--------
     *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.

                                      II-1
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 reason-
          ably incurred by him in connection  with such action, suit or proceed-
          ing 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.

                                      II-2
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
               (incorporated  by  reference  to  Exhibit  4.1 to  the  Company's
               Current Report on Form 8-K dated July 10, 1996).

                                      II-3
4.7  Basic Plan Document

          4.8  Adoption Agreement -- Non-Standardized Profit Sharing/Thrift Plan
               with 401(k) Feature

          5.1  Internal Revenue Service Letter, dated September 4, 1997

          23.1 Consent of Price Waterhouse LLP

          23.2 Consent of KPMG Peat Marwick LLP

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

               The undersigned  registrant  hereby  undertakes to submit, or has
          submitted, the Plan and any amendments thereto to the Internal Revenue
          Service  ("IRS")  in a timely  manner  and has  made or will  make all
          changes required by the IRS in order to qualify the Plan.

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  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  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.

                                      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 January 20, 1998.

                             VTEL CORPORATION

                             By:     /s/ 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 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 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/ Dick Moeller                 Chief Executive Officer and    January 20, 1998
--------------------------       Chairman of the Board of
F.H. (Dick) Moeller              Directors (Principal
                                 Executive Officer)

/s/ Rodney S. Bond               Chief Financial Officer,       January 20, 1998
--------------------------       Vice President - Finance,
Rodney S. Bond                   Treasurer and Secretary
                                 (Principal Financial Officer
                                 and Principal Accounting
                                 Officer)

/s/ Jerry S. Bensen, Jr.         Director                       January 20, 1998
--------------------------
Jerry S. Bensen, Jr.

/s/ Eric L. Jones                Director                       January 20, 1998
--------------------------
Eric L. Jones

                                 Director                       January 20, 1998
---------------------------
Gordon H. Matthews

/s/ Max D. Hopper                Director                       January 20, 1998
---------------------------
Max D. Hopper

                                 Director                       January 20, 1998
---------------------------
T. Gary Trimm

/s/ Dr. Arthur G. Anderson       Director                       January 20, 1998
---------------------------
Dr. Arthur G. Anderson

                                 Director                       January 20, 1998
---------------------------
Richard Snyder
EXHIBIT INDEX

                                                                      Sequential
   Exhibit                                                               Page
    Number                  Document Description                        Number
   -------                  --------------------                      ----------

     4.7       Basic Plan Document

     4.8       Adoption Agreement -- Non-Standardized Profit
               Sharing/Thrift Plan with 401(k) Feature

     5.1       Internal Revenue Service Letter, dated
               September 4, 1997

     23.1      Consent of Price Waterhouse LLP

     23.2      Consent of KPMG Peat Marwick LLP

     24.1      Power of Attorney (included on the signature
               page of this Registration Statement)
The Plan.  Pursuant to the  requirements  of the Securities Act of 1933, as
amended,  the trustee of the VTEL  Corporation  401(k) Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Austin, State of Texas, on January 20, 1998.

                                        VTEL CORPORATION 401(K) PLAN

                                        By:      VTEL Corporation
                                                 Plan Administrator

                                        
                                                  By:  /s/ Dianne Johnson
                                                       -------------------------
                                                  Name:  Dianne Johnson