SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                         SCHEDULE 13D/A
                                
            Under the Securities Exchange Act of 1934
                        (Amendment No. 3)
                                
                        VTEL CORPORATION
                        (Name of Issuer)
                                
                          Common Stock
                 (Title of Class of Securities)
                                
                           92658-10-9
                         (CUSIP Number)
                                
                        F. Thomas Dunlap
          Vice President, General Counsel and Secretary
                        Intel Corporation
                 2200 Mission College Boulevard
                      Santa Clara, CA 95052
                    Telephone: (408) 765-8080
          (Name, Address and Telephone Number of Person
        Authorized to Receive Notices and Communications)
                                
                          May 19, 1997
                  (Date of Event which Requires
                    Filing of this Statement)
                                
If the filing person has previously filed a statement on Schedule
13G  to  report  the  acquisition which is the  subject  of  this
Schedule  13D, and is filing this schedule because of Rule  13d-1
(b)(3) or (4), check the following box [  ].

NOTE:   Six  copies  of this statement, including  all  exhibits,
should be filed with the Commission.  See Rule 13d-1(a) for other
parties to whom copies are to be sent.

The  information  required on 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.

                 (continued on following pages)
                                
                          Page 1 of 17



CUSIP No. 92658N 10 1         13D/A                  Page 2 of 17


1.   NAME OF REPORTING PERSON                      Intel
                                                   Corporation
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE    94-1672743
     PERSON
                                                   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A        (a) [   ]
     GROUP                                             (b) [   ]
                                                   
3.   SEC USE ONLY                                  
                                                   
4.   SOURCE OF FUNDS                               WC
                                                   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS          [   ]
     IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
                                                   
6.   CITIZENSHIP OR PLACE OF ORGANIZATION          Delaware
                                                   
  NUMBER OF   7.     SOLE VOTING POWER             1,604,799
   SHARES                                          
BENEFICIALLY  8.     SHARED VOTING POWER           N/A
  OWNED BY                                         
    EACH      9.     SOLE DISPOSITIVE POWER        1,604,799
  REPORTING                                        
 PERSON WITH  10.    SHARED DISPOSITIVE POWER      N/A
                                                   
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH   1,604,799
     REPORTING PERSON
                                                   
12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)          [   ]
     EXCLUDES CERTAIN SHARES
                                                   
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW         11.29%
     (11)
                                                   
14.  TYPE OF REPORTING PERSON                                  CO



CUSIP No. 92658N 10 1         13D/A                  Page 3 of 17


Intel  Corporation  ("Intel" or the "Reporting  Person")  hereby
amends  its  statement on Schedule 13D filed with the Securities
and  Exchange  Commission on November 2, 1993  (the  "13D"),  as
amended  by  Amendment  No. 1 filed on September  22,  1995  and
Amendment No. 2 filed on February 1, 1996, with respect  to  the
common stock (the "Common Stock") of VTEL Corporation ("VTEL" or
the  "Issuer").   This Amendment No. 3 is  made  to  report  the
purchase of additional shares of Common Stock.

ITEM 2.   Identity and Background.
                 
          (a)    Name of Person Filing:
                 
                 Intel Corporation
                 
          (b)    Address of Principal Business Office:
                 
                 2200 Mission College Boulevard
                 Santa Clara, CA 95052-8119
                 
          (c)    Principal Business:
                 
                 Manufacturer of microcomputer components,
                 modules and systems
                 
          (d)    Criminal Proceedings:
                 
                 During the last five years neither the
                 Reporting Person nor any executive officer or
                 director of the Reporting Person has been
                 convicted in any criminal proceeding.
                 
          (e)    Civil Proceedings:
                 
                 During the last five years neither the
                 Reporting Person nor any executive officer or
                 director of the Reporting Person has been party
                 to any civil proceeding of a judicial or
                 administrative body of competent jurisdiction
                 as a result of which such person was or is
                 subject to any judgment, decree or final order
                 enjoining future violations of, or prohibiting
                 or mandating activities subject to, Federal or
                 State securities laws or finding any violation
                 with respect to such laws.
                 
          (f)    Place of Organization:
                 
                 Delaware



CUSIP No. 92658N 10 1         13D/A                  Page 4 of 17


          Attached hereto as Appendix A is information required
          by this Item 2 with respect to the executive officers
          and directors of the Reporting Person.  All such
          individuals are U.S. citizens.
                 
ITEM 3.   Source and Amount of Funds or Other Consideration.
                 
          Pursuant to a Development and License Agreement dated
          October 22, 1993, the Issuer was obligated to refund
          to the Reporting Person $901,170 in respect of
          unexpended funding for certain development activities
          undertaken by the Issuer.  In lieu of repaying such
          amount in cash, the Issuer issued 155,040 shares of
          Common Stock to the Reporting Person.
                 
ITEM 4.   Purpose of the Transaction.
                 
          Intel acquired 155,040 additional shares of VTEL
          Common Stock as an investment in lieu of receiving a
          cash refund of unexpended funding for development
          activities as described above under Item 3.
                 
          Intel presently holds its shares of Common Stock as an
          investment.  Depending upon Intel's evaluation of
          market conditions, market price, alternative
          investment opportunities, liquidity needs and other
          factors, Intel will from time to time explore
          opportunities for liquidating all or a portion of its
          equity ownership in VTEL, through one or more sales
          pursuant to public or private offerings or otherwise.
          Intel may determine to retain some portion of such
          securities as an investment.
                 
ITEM 5.   Interest in Securities of the Issuer.
                 
          (a)    Number of Shares             1,604,799 shares
                 Beneficially Owned:
                                              
                 Right to Acquire:            0 shares
                                              
                 Percent of Class:            11.29% (based on
                                              14,219,773 shares
                                              outstanding as
                                              reported in VTEL's
                                              Joint Proxy
                                              Statement/Prospect
                                              us filed with the
                                              Securities and
                                              Exchange
                                              Commission on
                                              4/25/97 and taking
                                              into account the
                                              issuance of
                                              155,040 shares to
                                              Intel)
                 
          (b)    Sole Power to vote, Direct   
                 the Vote of,



CUSIP No. 92658N 10 1         13D/A                  Page 5 of 17


                 or Dispose of Shares:        
                                              1,604,799 shares
                 
          (c)    Recent Transactions:
                 
                 As  described in Items 3 and 4 above,  pursuant
                 to an Agreement dated May 19, 1997 between VTEL
                 and  Intel (the "Agreement"), on May 19,  1997,
                 Intel acquired an additional 155,040 shares  of
                 VTEL  Common  Stock at a price of  $5.8125  per
                 share   in  lieu  of  receiving  a  refund   of
                 unexpended funding for development activities.
                                              
          (d)    Rights with Respect to       
                 Dividends or Sales           N/A
                 Proceeds:
                                              
          (e)    Date of Cessation of Five    
                 Percent Beneficial           N/A
                 Ownership:
          
ITEM 6.   Contracts,     Arrangements,     Understandings     or
          Relationships  with  Respect  to  Securities  of   the
          Issuer.
          
          Pursuant to the Agreement, VTEL agreed to register all
          of  Intel's  shares of Common Stock  within  180  days
          after   consummation   of  a   pending   merger   with
          Compression  Labs,  Inc. and if  such  merger  is  not
          consummated  prior to September 30, 1997, to  register
          such shares prior to November 20, 1997.
          
ITEM 7.   Material to be Filed as Exhibits.
                      
          *Exhibit 1  Common    Stock   and   Warrant   Purchase
                      Agreement
          *Exhibit 2  Investor Rights Agreement
          *Exhibit 3  Warrant
          *Exhibit 4  Intel/VTEL   Joint  Press  Release   dated
                      August 23, 1933
          *Exhibit 5  Agreement dated September 15, 1995
          Exhibit 6   Agreement dated May 19, 1997
          ---------------------
          *Previously filed
          



CUSIP No. 92658N 10 1         13D/A                  Page 6 of 17


                            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.

Dated: May 23, 1997.             
                                 
                                 INTEL CORPORATION
                                 
                                 
                                 By:  /s/ F. Thomas Dunlap, Jr.
                                      F. Thomas Dunlap, Jr.
                                      Vice President, General
                                      Counsel and Secretary




CUSIP No. 92658N 10 1         13D/A                  Page 7 of 17


                           APPENDIX A
                                
                            DIRECTORS
                                
The following is a list of all Directors of Intel Corporation and
certain other information with respect to each Director:

Name:             Craig R. Barrett
                  
Business          2200 Mission College Boulevard, Santa Clara,
Address:          CA 95052
                  
Principal         President and Chief Operating Officer of Intel
Occupation:       Corporation
                  
Name, principal   Intel Corporation, a manufacturer of
business and      microcomputer components, modules and systems.
address of        2200 Mission College Boulevard
corporation or    Santa Clara, CA 95052
other
organization in
which employment
is conducted:
                  
                  
Name:             John Browne
                  
Business          The British Petroleum Company plc, Britannic
Address:          House, 1 Finsbury Circus, London EC2M 7BA
                  
Principal         Group Chief Executive
Occupation:
                  
Name, principal   The British Petroleum Company plc, an
business and      integrated oil company.
address of        Britannic House, 1 Finsbury Circus
corporation or    London EC2M 7BA
other
organization in
which employment
is conducted:
                  
                  



CUSIP No. 92658N 10 1         13D/A                  Page 8 of 17


Name:             Winston H. Chen
                  
Business          Paramitas Foundation, 3945 Freedom Circle,
Address:          Suite 760, Santa Clara, CA 95054
                  
Principal         Chairman of Paramitas Foundation
Occupation:
                  
Name, principal   Paramitas Foundation, a charitable foundation.
business and      3945 Freedom Circle, Suite 760
address of        Santa Clara, CA 95054
corporation or
other
organization in
which employment
is conducted:
                  
                  
Name:             Andrew S. Grove
                  
Business          2200 Mission College Boulevard, Santa Clara,
Address:          CA 95052
                  
Principal         Chairman of the Board of Directors and Chief
Occupation:       Executive Officer of Intel Corporation
                  
Name, principal   Intel Corporation, a manufacturer of
business and      microcomputer components, modules and systems.
address of        2200 Mission College Boulevard
corporation or    Santa Clara, CA 95052
other
organization in
which employment
is conducted:
                  
                  
Name:             D. James Guzy
                  
Business          1340 Arbor Road, Menlo Park, CA 94025
Address:
                  
Principal         Chairman of The Arbor Company
Occupation:
                  
Name, principal   The Arbor Company, a limited partnership
business and      engaged in the electronics and computer
address of        industry.
corporation or    1340 Arbor Road
other             Menlo Park, CA 94025
organization in
which employment
is conducted:
                  
                  



CUSIP No. 92658N 10 1         13D/A                  Page 9 of 17


Name:             Gordon E. Moore
                  
Business          2200 Mission College Boulevard, Santa Clara,
Address:          CA 95052
                  
Principal         Chairman Emeritus of the Board of Intel
Occupation:       Corporation
                  
Name, principal   Intel Corporation, a manufacturer of
business and      microcomputer components, modules and systems.
address of        2200 Mission College Boulevard
corporation or    Santa Clara, CA 95052
other
organization in
which employment
is conducted:
                  
                  
Name:             Max Palevsky
                  
Business          924 Westwood Boulevard, Suite 700, Los Angeles
Address:          CA 90024
                  
Principal         Industrialist
Occupation:
                  
Name, principal   Self-employed.
business and
address of
corporation or
other
organization in
which employment
is conducted:
                  
                  
Name:             Arthur Rock
                  
Business          One Maritime Plaza, Suite 1220, San Francisco,
Address:          CA 94111
                  
Principal         Venture Capitalist
Occupation:
                  
Name, principal   Arthur Rock and Company, a venture capital
business and      firm.
address of        One Maritime Plaza, Suite 1220
corporation or    San Francisco, CA 94111
other
organization in
which employment
is conducted:



CUSIP No. 92658N 10 1         13D/A                 Page 10 of 17


Name:             Jane E. Shaw
                  
Business          c/o Intel Corporation, 2200 Mission College
Address:          Boulevard, Santa Clara, CA 95052
                  
Principal         Founder of The Stable Network, a
Occupation:       biopharmaceutical consulting company
                  
Name, principal   c/o Intel Corporation
business and      2200 Mission College Boulevard
address of        Santa Clara, CA 95052
corporation or
other
organization in
which employment
is conducted:
                  
                  
Name:             Leslie L. Vadasz
                  
Business          2200 Mission College Boulevard, Santa Clara,
Address:          CA 95052
                  
Principal         Senior Vice President, Director, Corporate
Occupation:       Business Development, Intel Corporation
                  
Name, principal   Intel Corporation, a manufacturer of
business and      microcomputer components, modules and systems.
address of        2200 Mission College Boulevard
corporation or    Santa Clara, CA 95052
other
organization in
which employment
is conducted:
                  
                  
Name:             David B. Yoffie
                  
Business          Harvard Business School, Soldiers Field Park 1-
Address:          411, Boston, MA 92163
                  
Principal         Max and Doris Starr Professor of International
Occupation:       Business Administration
                  
Name, principal   Harvard Business School, an educational
business and      institution.
address of        Harvard Business School
corporation or    Soldiers Field Park 1-411
other             Boston, MA 92163
organization in
which employment
is conducted:



CUSIP No. 92658N 10 1         13D/A                 Page 11 of 17


Name:             Charles E. Young
                  
Business          405 Hilgard Avenue, Los Angeles, CA 90024
Address:
                  
Principal         Chancellor
Occupation:
                  
Name, principal   University of California at Los Angeles, an
business and      educational institution.
address of        405 Hilgard Avenue
corporation or    Los Angeles, CA 90024
other
organization in
which employment
is conducted:



CUSIP No. 92658N 10 1         13D/A                 Page 12 of 17



                       EXECUTIVE OFFICERS
                                
The  following  is  a  list of all executive  officers  of  Intel
Corporation excluding executive officers who are also  directors.
Unless  otherwise indicated, each officer's business  address  is
2200  Mission  College Boulevard, Santa Clara, California  95052-
8119, which address is Intel Corporation's business address.

Name:       Frank C. Gill
Title:      Executive Vice President, General Manager, Internet
            and Communications Group
Address:    5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-
            6497
            
Name:       Paul S. Otellini
Title:      Executive Vice President, Director, Sales and
            Marketing Group
            
Name:       Gerhard H. Parker
Title:      Executive Vice President, General Manager, Technology
            and Manufacturing Group
            
Name:       Ronald J. Whittier
Title:      Senior Vice President, General Manager, Content Group
            
Name:       Albert Y. C. Yu
Title:      Senior Vice President, General Manager,
            Microprocessor Products Group
            
Name:       Michael A. Aymar
Title:      Vice President, General Manager, Desktop Products
            Group
            
Name:       Andy D. Bryant
Title:      Vice President and Chief Financial Officer
            
Name:       Dennis L. Carter
Title:      Vice President, Director, Sales and Marketing Group
            
Name:       F. Thomas Dunlap, Jr.
Title:      Vice President, General Counsel and Secretary
            
Name:       Patrick P. Gelsinger
Title:      Vice President, General Manager, Desktop Products
            Group
Address:    5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-
            6497
            
Name:       John H. F. Miner
Title:      Vice President, General Manager, Enterprise Server
            Group
Address:    5200 N.E. Elam Young Parkway, Hillsboro, OR 97124-
            6497



CUSIP No. 92658N 10 1         13D/A                 Page 13 of 17


Name:       Stephen P. Nachtsheim
Title:      Vice President, General Manager, Mobile/Handheld
            Products Group
            
Name:       Ronald J. Smith
Title:      Vice President, General Manager, Computing
            Enhancement Group
            
Name:       Arvind Sodhani
Title:      Vice President, Treasurer
            
Name:       Michael R. Splinter
Title:      Vice President, Assistant General Manager, Technology
            and Manufacturing Group



CUSIP No. 92658N 10 1         13D/A                 Page 14 of 17


                                
                            EXHIBIT 6
                     AGREEMENT DATED 5/19/97
                                

                            AGREEMENT

This  Agreement ("Agreement") is made and entered into as of  May
19, 1997 by and between INTEL CORPORATION, a Delaware corporation
("Intel"), and VTEL CORPORATION, a Delaware corporation ("VTEL").

A.   Intel  and VTEL have entered into a Development and  License
     Agreement  dated  effective as  of  October  22,  1993  (the
     "Development and License Agreement");
     
B.   Pursuant  to  Section  2.5  of the Development  and  License
     Agreement,  upon execution thereof, Intel paid to  VTEL  the
     amount  of  $3,000,000  to be used for engineering  expenses
     attributable  to tasks undertaken under the Development  and
     License Agreement; and
     
C.   Pursuant  to  Section  2.6  of the Development  and  License
     Agreement,  on  October 22, 1996, VTEL became  obligated  to
     refund  to  Intel  $901,170  of  the  $3,000,000  previously
     advanced  by  Intel to VTEL but not earned by VTEL  for  NRE
     funding (as defined therein); and
     
D.   In  lieu  of the obligation of VTEL to refund to  Intel  the
     amount of $901,170 due and owing by VTEL to Intel under  the
     Development  and License Agreement in respect of  unexpended
     NRE  funding,  VTEL and Intel have agreed  that  VTEL  shall
     issue  to Intel 155,040 shares of its common stock  in  full
     satisfaction  of  VTEL's obligation to  refund  $901,170  to
     Intel  as  aforesaid  and  the  parties  have  reached   the
     agreements herein contained.
     
NOW,  THEREFORE,  in consideration of the forgoing  recitals  and
mutual  promises  hereinafter set forth and for  other  good  and
valuable  consideration, the receipt and sufficiency of which  is
hereby acknowledged, the parties hereto agree as follows:

1.   Issuance   of   Stock  in  Satisfaction  of   Unfunded   NRE
     Reimbursement.   Within  ten  (10)  business  days  of   the
     execution  of  this  Agreement,  VTEL  shall  cause  to   be
     delivered to Intel a stock certificate representing  155,040
     shares of VTEL common stock (the "Shares").
     
2.   Satisfaction  and  Discharge.  Intel agrees  that  effective
     upon  receipt  of  the  stock  certificate  referred  to  in
     paragraph 1 above, the obligation of VTEL to refund to Intel
     any  amounts  previously advanced by  Intel  to  VTEL  under
     Section  2.5 of the Development and License Agreement  shall
     be  satisfied  and  discharged and shall be  of  no  further
     effect, and shall be deemed satisfied in all respects by the
     delivery  of the Shares in lieu of the cash amount otherwise
     due  under  Section  2.6  of  the  Development  and  License
     Agreement.   Upon  receipt of such stock certificate,  Intel
     shall  promptly  return to VTEL the  Letter  of  Credit  (as
     defined in the Development and License Agreement), which  as
     of the date hereof has
     



CUSIP No. 92658N 10 1         13D/A                 Page 15 of 17


     an  undrawn  face amount of $888,670, and VTEL's obligations
     to maintain such standby Letter of Credit under the terms of
     the  Development  and  License  Agreement  shall  terminate.
     Intel  agrees  to  make no further draws on  the  Letter  of
     Credit from and after the date hereof.  Except as set  forth
     herein, the Development and License Agreement shall continue
     in  accordance  with its terms and shall  not  otherwise  be
     modified.
     
3.   Securities   Act  Representations.   Intel  represents   and
     warrants to VTEL as follows:
     
     (i)  Intel  acknowledges that it has had an  opportunity  to
          discuss the business, affairs and current prospects  of
          VTEL  with  its  officers.  Intel further  acknowledges
          having had access to information about VTEL that it has
          requested.
          
     (ii) The  Shares that Intel is acquiring hereunder are being
          acquired for its own account, not as a nominee or agent
          and  not with a view to or in connection with the  sale
          or distribution of any part thereof.
          
     (iii)Intel  understands  that  the  Shares  have  not   been
          registered  under  the Securities   Act  of  1933  (the
          "Securities  Act") on the basis that the sale  provided
          for  herein  is  exempt  from registration   under  the
          Securities  Act and that the reliance of VTEL  on  such
          exemption   is   predicated   in   part   on    Intel's
          representation set forth in this Agreement.
          
     (iv) Intel  acknowledges that it is able to fend for  itself
          in  the transactions contemplated by this Agreement and
          has  the  ability  to  bear the economic  risk  of  its
          investment pursuant to this Agreement.
          
     (v)  Intel   understands  that  the  Shares  are  restricted
          securities  within the meaning of Rule  144  under  the
          Securities Act; that the Shares are not registered  and
          must  be held indefinitely unless they are subsequently
          registered  or  an exemption from such registration  is
          available;  that  in  any  event,  the  exemption  from
          registration  under Rule 144 will not be available  for
          at least one year.
          
     (vi) It is understood that the certificates representing the
          Shares will be legended as follows:
          
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
SALE OR DISTRIBUTION THEREOF.  NO SUCH SALE OR DISPOSITION MAY BE
AFFECTED  WITHOUT  AN  EFFECTIVE REGISTRATION  STATEMENT  RELATED
THERETO  OR AN EXEMPTION FROM SUCH REGISTRATION UNDER THE  UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED.

4.   Representations  by VTEL.  VTEL represents and  warrants  to
     Intel as follows:
     
     (i)  VTEL  has  filed all reports required to be filed  with
          the Securities and Exchange Commission ("SEC") pursuant
          to the Securities Act and the Securities Exchange
          



CUSIP No. 92658N 10 1         13D/A                 Page 16 of 17


          Act of 1934, and all such filings comply as to form, in
          all  material respects, with the rules and  regulations
          promulgated  by  the SEC thereunder.   No  such  filing
          contains  any  untrue statement of a material  fact  or
          omits  to  state a material fact necessary in order  to
          make  the  statements made therein,  in  light  of  the
          circumstances   under  which   they   are   made,   not
          misleading.
          
     (ii) Since the date of VTEL's most recent SEC filing on Form
          10-K  or  Form 10-Q, there has been no material adverse
          change in the assets, liabilities, financial condition,
          business,  operations  or affairs  of  VTEL  from  that
          reflected in the financial statements contained in such
          filing,  except  changes  in  the  ordinary  course  of
          business   which  have  not  been,  in  the  aggregate,
          materially adverse to VTEL.
          
     (iii)There   are   no   actions,   suits,   proceedings   or
          investigations  pending, or, to VTEL's best  knowledge,
          threatened,  against  VTEL or  any  of  its  properties
          before  any court or governmental agency which has  not
          been  disclosed in VTEL's SEC filings.  VTEL is  not  a
          party  to  or subject to the provisions of  any  order,
          writ,  injunction, judgment, or decree of any court  or
          governmental  agency or instrumentality  which  is  not
          disclosed in VTEL's SEC filings.
          
5.   Registration.   VTEL agrees to file a Form S-3  Registration
     Statement  registering for public sale the  Shares  of  VTEL
     common  stock  issued by VTEL to Intel,  including  (without
     limitation)  the shares issued to Intel by VTEL pursuant  to
     the terms hereof and shares issued by VTEL to Intel pursuant
     to  the  Common  Stock and Warrant Purchase Agreement  dated
     October  25, 1993 between VTEL and Intel, and shares  issued
     to  Intel  pursuant  to  the Warrant to  Purchase  1,199,124
     shares  of Common Stock of VTEL issued to Intel pursuant  to
     such  aforesaid Common Stock and Warrant Purchase Agreement;
     provided,  VTEL  shall  have no  obligation  to  cause  such
     Registration   Statement  to  be  filed  until   after   the
     occurrence of the consummation of the pending acquisition of
     Compression  Labs, Incorporated by VTEL (the  "Merger")  and
     the  lapse of all restriction periods necessary in order for
     such  Merger to be accounted for as a pooling of  interests.
     Notwithstanding  anything to the contrary contained  herein,
     such  Registration Statement shall be filed by VTEL no later
     than  the 180th day following the consummation of the Merger
     or,  in  the  event  that the Merger  shall  not  have  been
     consummated   by  September  30,  1997,  such   Registration
     Statement shall be filed by VTEL no later than November  30,
     1997.
     
6.   Counterparts.  This Agreement may be executed in any  number
     of counterparts, each of which shall be an original, but all
     of which shall constitute one instrument.
     
7.   Governing Law.  This Agreement shall be governed by the laws
     of Delaware.
     
8.   Entire  Agreement.   This Agreement constitutes  the  entire
     agreement  between the parties with respect to  the  subject
     matter hereof.
     



CUSIP No. 92658N 10 1         13D/A                 Page 17 of 17


9.   Successors  and  Assigns.  This Agreement shall  be  binding
     upon the parties and their successors and assigns.
     
IN  WITNESS WHEREOF, the parties have executed this Agreement  as
of the day and year first above written.

                           VTEL CORPORATION
                           108 Wild Basin Road
                           Austin, Texas  78746
                           
                           By:    /s/Rodney S. Bond
                                  Rodney S. Bond
                                  Vice President-Finance
                                  
                           INTEL CORPORATION
                           2200 Mission College Boulevard
                           Santa Clara, California 95052
                           
                           By:    /s/Arvind Sodhani
                                  Arvind Sodhani
                                  Vice President and Treasurer