FIRST PROSPECTUS SUPPLEMENT                     Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated September 12, 1997)              Registration No. 333-35161


                                2,879,829 Shares


                                VTEL CORPORATION
                                  Common Stock


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


     This First  Prospectus  Supplement  supplements  and amends the  Prospectus
dated September 12, 1997, (the  "Prospectus")  relating to 2,879,829 shares (the
"Shares") of common stock, $.01 par value per share (the "Common Stock") of VTEL
CORPORATION,  a Delaware  corporation  (the  "Company"  or "VTEL"),  that may be
offered and sold from time to time by certain  stockholders  of the Company (the
"Selling Stockholders"). All capitalized terms used but not otherwise defined in
this First Prospectus Supplement shall have the meanings ascribed thereto in the
Prospectus.

     The Common Stock is traded on the Nasdaq  National  Market under the symbol
"VTEL." On January  12,  1998,  the  closing  price for the Common  Stock on the
Nasdaq National Market was $6-5/16.

     The Company will  receive none of the proceeds  from the sale of the Common
Stock offered  hereby by the Selling  Stockholders  other than minimal  proceeds
upon the  exercise  of the  Warrants.  Expenses  of  preparing  and  filing  the
Registration Statement, the Prospectus, this First Prospectus Supplement and all
other  prospectus  supplements  are borne by the Company.  All selling and other
expenses  incurred  by the  Selling  Stockholders  will be borne by the  Selling
Stockholders.

     The Prospectus, together with this First Prospectus Supplement, constitutes
the  prospectus  required to be delivered by Section 5(b) of the  Securities Act
with respect to offers and sales of the Shares. All references in the Prospectus
to  "this   Prospectus"  are  hereby  amended  to  read  "this   Prospectus  (as
supplemented and amended)".

     For a discussion of certain risks of an investment in the Shares, see "Risk
Factors" beginning on page 6 of the Prospectus.


    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
         AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
             HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
                SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
                  ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTA-
                   TION TO THE CONTRARY IS A CRIMINAL OFFENSE.



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



           The date of this Prospectus Supplement is January 13, 1998.







     The Prospectus is hereby amended to modify the table located in the section
of the  Prospectus  entitled "Plan of  Distribution;  Selling  Stockholders"  to
delete the reference to Seacrest  Capital Limited and, in lieu thereof,  add the
following information concerning Summit Capital Limited:

     The table below sets forth  information  as of January 12, 1998  concerning
beneficial  ownership of the Shares of the Selling  Stockholder  therein listed.
All  information  concerning  beneficial  ownership  has been  furnished  by the
Selling Stockholder.


                     Number of Shares of                         Common Stock
                         Common Stock      Number of Shares   Beneficially Owned
                      Beneficially Owned   of Common Stock     After Offering(2)
Selling Stockholder  Prior to Offering(1)      Offered         Number    Percent
- -------------------  --------------------  ----------------   ------------------

Summit Capital
 Limited(3)                 263,387             263,387          --         --

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

(1)  Unless otherwise indicated, to the knowledge of the Company, Summit Capital
     Limited  ("Summit") has sole voting and sole investment  power with respect
     to all shares of Common Stock beneficially  owned.  Represents those shares
     of Common Stock held by Summit  together  with those shares that Summit has
     the right to acquire upon exercise of warrants or otherwise within 60 days.
(2)  Assumes  that all  shares  of Common  Stock  offered  hereby by Summit  are
     actually sold. Such  presentation  is based on 23,010,019  shares of Common
     Stock outstanding as of December 1, 1997.
(3)  Includes 27,107 shares purchasable  pursuant to outstanding  warrants.  The
     address of Summit is 38 Hertford Street, London, England W1Y7TG.

Except as set forth above or in the Prospectus,  Summit does not currently have,
nor  within  the past  three  years has it had,  any  position,  office or other
material relationship with the Company or any of its predecessors or affiliates.

     The shares of Common Stock beneficially owned by Summit,  together with the
underlying  registration  rights,  were acquired in a private  transaction  from
Seacrest Capital Limited.  Additional Selling  Stockholders or other information
concerning  the above listed Selling  Stockholder  may be set forth from time to
time in additional prospectus supplements.







                           Jenkens & Gilchrist
                 A P R O F E S S I O N A L C O R P O R A T I O N

                                 FOUNTAIN PLACE                AUSTIN, TEXAS    
                          1445 ROSS AVENUE, SUITE 3200        (512) 499-3800
                               DALLAS, TEXAS 75202
                                                              HOUSTON, TEXAS
                                 (214) 855-4500               (713) 951-3300
                            TELECOPIER (214) 855-4300
                                                         LOS ANGELES, CALIFORNIA
WRITER'S DIRECT DIAL NUMBER                                   (310) 820-8800
      L. Steven Leshin
       (214) 855-4364                                      SAN ANTONIO, TEXAS
                                                              (210) 246-5000

                                                             WASHINGTON, D.C.
                                                              (202) 326-1500
    
                                January 13, 1998


Securities and Exchange Commission
450 Fifth Street, N. W.
Judiciary Plaza
Washington, D.C.



     Re:  VTEL Corporation - Registration Statement on Form S-3
          (File No. 333-35161)

Gentlemen:

     Pursuant  to  Regulation  S-T,  enclosed  for  filing  on  behalf  of  VTEL
Corporation  is  a  First  Prospectus  Supplement  relating  to  the  Prospectus
contained in above-referenced  Registration  Statement,  which filing is made in
accordance with the Commission's Rule 424(b)(3).

                                             Sincerely,


                                             /s/ Steven Leshin
                                             -----------------------------------
                                             L. Steven Leshin


cc:      Rodney S. Bond (w/encl.)
         J. David Washburn (w/encl.)


CORPDAL:96676.1 22768-00001