As filed with the Securities and Exchange Commission on May 28, 1999
                                                      Registration No. 333-77729
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        POST-EFFECTIVE AMENDMENT NO. 1 TO
                                    FORM S-3

             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 Number)

                    108 Wild Basin Road, Austin, Texas 78746
                                 (512) 437-2700
(Address,  including zip code,  and telephone  number,  including  area code, of
                   registrant's principal executive officers)
                                 RODNEY S. BOND
                             Chief Financial Officer
                                VTEL Corporation
                               108 Wild Basin Road
                               Austin, Texas 78746
                                 (512) 437-2700
                     (Name, address, including zip code, and
          telephone number, including area code, of agent for service)

                                    Copy to:

                                L. STEVEN LESHIN
                 Jenkens & Gilchrist, a Professional Corporation
                          1445 Ross Avenue, Suite 3200
                            Dallas, Texas 75202-2799
                                 (214) 855-4500
                              --------------------

         Approximate  date of  commencement  of proposed sale to the public:  At
such time or times after the effective  date of this  Registration  Statement as
the selling stockholder may determine.

         If the only securities being  registered on this Form are being offered
pursuant to dividend or interest reinvestment  plans, please check the following
box.    [ ]

         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933,  other than  securities  offered only in connection with
dividend or interest reimbursement plans, check the following box. |X|

         If this Form is filed to register additional securities for an offering
pursuant to rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  number  of the  earlier  effective
registration statement for the same offering.   [ ]

         If this  form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration number of the earlier effective  registration statement for the
same offering.    [ ]

         If delivery of the  prospectus  is expected to be made pursuant to Rule
434, please check the following box.  [ ]
                              --------------------








                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

         The  following  table sets forth the  estimated  expenses in connection
with the distribution of the securities covered by this Registration  Statement.
All of the expenses will be borne by the Company except as otherwise indicated.

SEC Registration Fee..................................................... $1,706
Printing and Engraving Fees and Expenses...................................... *
Legal Fees and Expenses ................................................. $5,000
Accounting Fees and Expenses..........................................   $13,500
Transfer Agent and Registrar Fees...........................................   *
Miscellaneous..........................................................   $3,000
Total....................................................................$23,206






                                   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 requirements for filing a Form S-3 and has duly caused this amendment to its
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Austin, State of Texas, on May 27, 1999.

                                VTEL CORPORATION


                                By:  /s/ Jerry S. Bensen, Jr.
                                     -------------------------------------------
                                     Jerry S. Bensen, Jr.
                                     Chief Executive Officer and President
                                     (Principal Executive Officer)

         Each  individual  whose signature  appears below hereby  designates and
appoints  Jerry S. Bensen,  Jr. and Rodney S. Bond, and each of them, any one of
whom may act without the joinder of the other,  as such person's true and lawful
attorney-in-fact  and  agents  (the  "Attorneys-in-Fact")  with  full  power  of
substitution  and  resubstitution,  for such person and in such  person's  name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this  Registration  Statement,  which
amendments  may  make  such  changes  in  this  Registration  Statement  as  any
Attorney-in-Fact  deems appropriate,  and any registration statement relating to
the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933
and requests to accelerate the  effectiveness of such  registration  statements,
and to file each such amendment with all exhibits thereto,  and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
such  Attorneys-in-Fact  and each of them,  full power and  authority  to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the premises, as fully to all intents and purposes as such person might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  such
Attorneys-in-Fact  or either of them, or their  substitute or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  amendment  to the  Registration  Statement  has been  signed  below by the
following persons in their capacities and on the dates indicated.

SIGNATURE TITLE DATE --------- ----- ---- * Chief Executive Officer, President and May 27, 1999 - ----------------------------------------- Director Jerry S. Benson, Jr. (Principal Executive Officer) * Chief Financial Officer, Vice President- May 27, 1999 - ----------------------------------------- Finance and Secretary Rodney S. Bond (Principal Financial Officer and Principal Accounting Officer) * Chairman of the Board of Directors May 27, 1999 - ------------------------------------------- F.H. Dick Moeller * Director May 27, 1999 - ---------------------------------------- Gordon H. Mathews * Director May 27, 1999 - ----------------------------------------- Max D. Hopper * Director May 27, 1999 - ----------------------------------------- T. Gary Trimm * Director May 27, 1999 - ----------------------------------------- Richard Snyder * Director May 27, 1999 - ----------------------------------------- Eric L. Jones *By: /s/ Jerry S. Bensen, Jr. May 27, 1999 ------------------------------------ Jerry S. Bensen, Jr. as Attorney-in-Fact