SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549


                                   FORM 10-Q


               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1996


                        Commission file number 0-20008


                               VTEL CORPORATION

          A DELAWARE CORPORATION       IRS EMPLOYER ID NO. 74-2415696



                              108 WILD BASIN ROAD
                              AUSTIN, TEXAS 78746



                                (512) 314-2700



The registrant has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports) and
has been subject to such filing requirements for the past 90 days.

At December 1, 1996 the registrant had outstanding 13,940,567 shares of its
Common Stock, $0.01 par value.

                        PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                               VTEL Corporation
                     CONDENSED CONSOLIDATED BALANCE SHEET
                     ------------------------------------
October 31, July 31, 1996 1996 (Unaudited) ASSETS Current assets: Cash and equivalents $ 1,502,000 $ 1,973,000 Short-term investments 40,666,000 48,307,000 Accounts receivable, net of allowance for doubtful accounts of $240,000 and $203,000 at October 31, 1996 and July 31, 1996 23,539,000 15,585,000 Inventories 13,723,000 15,004,000 Prepaid expenses and other current assets 1,241,000 1,597,000 ------------ ------------ Total current assets 80,671,000 82,466,000 Property and equipment, net 14,066,000 13,906,000 Intangible assets, net 13,488,000 13,730,000 Other assets 1,742,000 1,801,000 ------------ ------------ $109,967,000 $111,903,000 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 8,942,000 $ 9,831,000 Accrued compensation and benefits 1,510,000 1,529,000 Other accrued liabilities 1,693,000 2,241,000 Research and development advance 906,000 906,000 Deferred revenue 5,082,000 2,980,000 ------------ ------------ Total current liabilities 18,133,000 17,487,000 Stockholders' equity: Preferred stock, $.01 par value; 10,000,000 authorized; none issued or outstanding - - Common stock, $.01 par value; 25,000,000 authorized; 13,904,000 and 14,308,000 issued and outstanding at October 31, 1996 and July 31, 1996 139,000 143,000 Additional paid-in capital 124,477,000 124,190,000 Treasury stock (3,351,000) - Accumulated deficit (29,224,000) (30,068,000) Cumulative translation adjustment (1,000) 151,000 Unearned compensation (206,000) - ------------ ------------ Total stockholders' equity 91,834,000 94,416,000 ------------ ------------ $109,967,000 $111,903,000 ============ ============
The accompanying notes are an integral part of these condensed consolidated financial statements. 2
 


5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM VTEL CORPORATION'S BALANCE SHEET & INCOME STATEMENT FOR THE THREE MONTHS ENDED 10\31\96, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10/31/96 10-Q FILING. 3-MOS JUL-31-1997 AUG-01-1996 OCT-31-1996 1,502,000 40,666,000 23,779,000 (240,000) 13,723,000 80,671,000 24,362,000 (10,296,000) 109,967,000 18,133,000 0 0 0 121,265,000 (29,431,000) 109,967,000 28,199,000 28,199,000 (15,868,000) (12,025,000) 667,000 0 0 973,000 (19,000) 973,000 0 0 0 954,000 .07 .07