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THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901 (d)
OF REGULATION S-T
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
Vtel Corporation
(Name of Issuer)
Common Stock,Par Value $ .01 per share
(Title of Class of Securities)
918333105
(CUSIP Number)
Check the following box if a fee is being paid with
this statement []. (A fee is not required only if the
filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five
percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7.)
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
(Continued on the following page(s))
Page 1 of 5 Pages
Page 2 of 5
CUSIP NO. 918333105
(1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons:
First Union Corporation 56-0898180
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Citizenship or Place of Organization:
North Carolina
Number of Shares Beneficially Owned by Each Reporting Person
with:
(5) Sole Voting Power 0
(6) Shared Voting Power 0
(7) Sole Dispositive Power 0
(8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person
0
(10) Check if the Aggregate Amount in Row 9 Excludes Certain
Shares (See Instructions)
[ ]
(11) Percent of Class Represented by Amount in Row 9
0 % (based on 13,940,000 shares outstanding on
12/31/96)
(12) Type of Reporting Person (See Instructions)
First Union Corporation (HC)
Page 3 of 5
Item 1(a) Name of Issuer:
Vtel Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
108 Wild Basin Road
Austin, TX 78746
Item 2(a) Name of Person Filing:
First Union Corporation
Item 2(b) Address of Principal Business Office:
One First Union Center
Charlotte, North Carolina 28288-0137
Item 2(c) Citizenship:
North Carolina
Item 2(d) Title of Class of Securities:
Common Stock, Par Value $ .01 per share
Item 2(e) CUSIP Number:
918333105
Item 3 If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(g)[X]Parent Holding Company, in accordance with
section 240.13d-1(b) (ii) (G)
Item 4 Ownership.
(a)Amount Beneficially Owned: 0
(b)Percent of Class: 0%
Number of shares as to which such person has:
(i)sole power to vote or to direct the vote
0
(ii)shared power to vote or to direct the vote
0
(iii)sole power to dispose or to direct the
disposition of 0
(iv)shared power to dispose or to direct the
disposition of 0
Page 4 of 5
Item 5 Ownership of Five Percent or Less of a Class.
[X]
Item 6 Ownership of More Than Five Percent on Behalf of
Another Person.
Not applicable
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
First Union Corporation (HC) 56-0898180
First Union Corporation is filing this schedule
pursuant to Rule 13d-1(b)(ii)(G) as indicated under
Item 3(g). The relevant subsidiary is Keystone
Investment Management Company (IA). First Union
Corporation acquired Keystone Investments, Inc., the
parent of Keystone Investment Management Company on
December 11, 1996. Keystone Investment Management
Company (IA) previously filed a 13G with respect to the
reported security as of December 31, 1995. Keystone
Investment Management Company is an investment advisor
for mutual funds and other clients; the securities
reported by this subsidiary are beneficially owned by
such mutual funds or other clients.
Item 8 Identification and Classification of Members of the
Group.
Not applicable
Item 9 Notice of Dissolution of Group.
Not applicable
Item 10 Certification.
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have
the effect of changing or influencing the control of
the issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purposes or effect.
Page 5 of 5
Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
FIRST UNION CORPORATION
February 3, 1997
Date
Signature
Dorothy F. Crowe, Assistant Vice President & Compliance Officer