As filed with the Securities and Exchange Commission on November 4, 2003
                                                Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        _________________________________

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        _________________________________

                             FORGENT NETWORKS, INC.
                           (formerly 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 No.)



                               108 Wild Basin Road
                               Austin, Texas 78746
          (Address of principal executive offices, including zip code)


                       ___________________________________

                  FORGENT NETWORKS, INC. 1996 STOCK OPTION PLAN
                            (Full title of the plan)
                       __________________________________

                                  Jay Peterson
                             Chief Financial Officer
                             FORGENT NETWORKS, INC.
                               108 Wild Basin Road
                               Austin, Texas 78746
                     (Name and address of agent for service)

                                 (512) 437-2483
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------ Proposed maximum Proposed maximum Title of Amount to offering price aggregate Amount of securities to be registered Be registered (1) per share (2)(3) offering price (2)(3) registration fee (3) - ------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $.01 1,100,000 $2.34 $2,576,250.70 $209 per share - ------------------------------------------------------------------------------------------------------------------------ (1) Consists of 1,100,000 shares of common stock (and associated preferred stock purchase rights) reserved for issuance to employees and consultants of Forgent Networks, Inc. (the "Corporation") pursuant to the Forgent Networks, Inc. 1996 Stock Option Plan (f/k/a the VTEL Corporation 1996 Stock Option Plan) (the "Plan"). In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of additional shares of the Corporation's Common Stock (the "Common Stock") issuable pursuant to the exercise of options and/or awards granted or to be granted under the Plans to prevent dilution that may result from any future stock splits, stock dividends or similar transactions affecting the Common Stock. (2) Estimated solely for the purpose of computing the registration fee. (3) Calculated pursuant to Rule 457(c) and (h). Accordingly, the price per share of Common Stock offered hereunder pursuant to the Plans is based upon (i) 583,515 shares of Common Stock reserved for issuance under the Plans, at a price of $2.99, which is the average of the highest and lowest price per share of Common Stock on the NASDAQ National Market System on October 31, 2003, and (ii) 516,485 shares of Common Stock reserved for issuance under the Plan and subject to options already granted thereunder at an exercise price of $1.61 per share.
Pursuant to General Instruction E of Form S-8, this Registration Statement relates to the registration of additional shares of Common Stock of the Company under the Plan. The Company has earlier filed a Registration Statement on Form S-8 (File No. 333-28499) relating to the Plan, the contents of which are hereby incorporated by reference. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Item 1. Plan Information* Item 2. Registrant Information and Employee Plan Annual Information* PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT The Corporation hereby incorporates by reference in this registration statement the separate Registration Statements on Form S-8 relating to the Forgent Networks, Inc. 1996 Stock Option Plan, Registration Number 333-28499. The Corporation also hereby incorporates by reference in this registration statement the following documents previously filed by the registrant with the Securities and Exchange Commission (the "Commission"): (1) the Corporation's Annual Report on Form 10-K filed with the Commission for the fiscal year ended July 31, 2003; (2) the description of the Common Stock of the Corporation set forth in the Registration Statement on Form 8-A, filed with the Commission on March 31, 1992, including any amendment or report filed for the purpose of updating such description; and (3) the description of the Corporation's Rights contained in the Company's Registration Statement on Form 8-A, filed with the Commission on July 11, 1996, including any amendment or report filed for the purpose of updating such description. All documents filed by the Corporation with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of this registration statement shall be deemed to be incorporated herein by reference and to be a part hereof from the date of the filing of such documents until such time as there shall have been filed a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities remaining unsold at the time of such amendment. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. None. - -------- *Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8. Item 6. Indemnification of Directors and Officers. The Fourth Amended and Restated Certificate of Incorporation of the Corporation provides for indemnification as follows: "NINTH: The Corporation shall indemnify any person: (a) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe his action was unlawful, or (b) who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matters as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subparagraphs (a) and (b) of this Article 9, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Any indemnification under subparagraphs (a) and (b) of this Article 9 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subparagraphs (a) and (b) of this Article 9. Such determination shall be made (i) by the Board of Directors by a majority vote of the quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation 2 as authorized in this Article 9. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 9 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article 9. For purposes of this Article 9, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article 9 with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article 9, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Article 9. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article 9 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person." Item 7. Exemption from Registration Claimed. None. 3 Item 8. Exhibits. (a) Exhibits. The following documents are filed as a part of this registration statement. Exhibit Description of Exhibit 4.1 Fourth Amended and Restated Certificate of Incorporation, as filed July 7, 1993 with the Secretary of State of Delaware (incorporated by reference to Exhibit 3.1 to the Company's quarterly report filed on Form 10-Q for the three months ended June 30, 1993). 4.2 Bylaws of the Company as adopted by the Board of Directors of the Company effective as of June 11, 1989 (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-1, File No. 33-45876, as amended). 4.3 Amendment to Bylaws of the Company as adopted by the Board of Directors of the Company effective as of April 28, 1992 (incorporated by reference to Exhibit 19.1 to the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 1992). 4.4 Amendment to the Bylaws of the Company as adopted by the Board of Directors of the Company effective as of July 10, 1996 (incorporated by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K dated July 10, 1996). 4.5 Specimen Certificate for the Common Stock (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1, File No. 33-45876, as amended). 4.6 Rights Agreement dated as of July 10, 1996 between VTEL Corporation and First National Bank of Boston, which includes the form of Certificate of Designations for Designating Series A Preferred Stock, $.01 par value, the form of Rights Certificate, and the Summary of Rights to Purchase Series A Preferred Stock, $.01 par value, the form of Rights Certificate, and the Summary of Rights to Purchase Series A Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated July 10, 1996). 4.7 Forgent Networks, Inc. 1996 Stock Option Plan (f/k/a VTEL Corporation 1996 Stock Option Plan) (incorporated by reference to the Company's Registration Statement on Form S-8, File No. 333-28499) 4.8* Amendment No. 2 to the Forgent Networks, Inc. 1996 Stock Option Plan 5.1* Opinion of Jenkens & Gilchrist, a Professional Corporation 23.1* Consent of Jenkens & Gilchrist, a Professional Corporation (included in opinion filed as Exhibit 5.1 hereto) 23.2* Consent of Ernst & Young LLP 24.1 Power of Attorney (included in the signature page of this Registration Statement) _______ * Filed herewith. 4 Item 9. Undertakings. A. The undersigned Corporation hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in this Registration Statement; (2) that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned Corporation hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Corporation's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Corporation pursuant to the foregoing provisions, or otherwise, the Corporation has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Corporation of expenses incurred or paid by a director, officer or controlling person of the Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Corporation will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Corporation certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, Texas, on November 4, 2003. FORGENT NETWORKS, INC. By: /s/ Richard N. Snyder ---------------------------------- Richard N. Snyder President and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints Richard Snyder or Jay C. Peterson and either of them, his true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto each of said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person hereby ratifying and confirming that each of said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates included:
Signature Capacity Date - --------- -------- ---- /s/ Richard N. Snyder Chairman of the Board, President and November 3, 2003 - -------------------------- Chief Executive Officer Richard N. Snyder (Principal Executive Officer) /s/ Jay Peterson Chief Financial Officer November 3, 2003 - -------------------------- (Principal Financial Officer and Jay Peterson Principal Accounting Officer) /s/ Richard J. Agnich Director November 3, 2003 - -------------------------- Richard J. Agnich /s/ Kathleen A. Cote Director November 3, 2003 - -------------------------- Kathleen A. Cote /s/ Lou Mazzucchelli Director November 3, 2003 - -------------------------- Lou Mazzucchelli /s/ Raymond Miles Director November 3, 2003 - -------------------------- Raymond Miles /s/ James H. Wells Director November 3, 2003 - -------------------------- James H. Wells
INDEX TO EXHIBITS Exhibit Document Description Number -------------------- ------- 4.1 Fourth Amended and Restated Certificate of Incorporation, as filed July 7, 1993 with the Secretary of State of Delaware (incorporated by reference to Exhibit 3.1 to the Company's quarterly report filed on Form 10-Q for the three months ended June 30, 1993). 4.2 Bylaws of the Company as adopted by the Board of Directors of the Company effective as of June 11, 1989 (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-1, File No. 33-45876, as amended). 4.3 Amendment to Bylaws of the Company as adopted by the Board of Directors of the Company effective as of April 28, 1992 (incorporated by reference to Exhibit 19.1 to the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 1992). 4.4 Amendment to the Bylaws of the Company as adopted by the Board of Directors of the Company effective as of July 10, 1996 (incorporated by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K dated July 10, 1996). 4.5 Specimen Certificate for the Common Stock (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1, File No. 33-45876, as amended). 4.6 Rights Agreement dated as of July 10, 1996 between VTEL Corporation and First National Bank of Boston, which includes the form of Certificate of Designations for Designating Series A Preferred Stock, $.01 par value, the form of Rights Certificate, and the Summary of Rights to Purchase Series A Preferred Stock, $.01 par value, the form of Rights Certificate, and the Summary of Rights to Purchase Series A Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated July 10, 1996). 4.7 Forgent Networks, Inc. 1996 Stock Option Plan (f/k/a VTEL Corporation 1996 Stock Option Plan) (incorporated by reference to the Company's Registration Statement on Form S-8, File No. 333-28499) 4.8* Amendment No. 2 to the Forgent Networks, Inc. 1996 Stock Option Plan 5.1* Opinion of Jenkens & Gilchrist, a Professional Corporation 23.1* Consent of Jenkens & Gilchrist, a Professional Corporation (included in opinion filed as Exhibit 5.1 hereto) 23.2* Consent of Ernst & Young LLP 24.1 Power of Attorney (included on the signature page of this Registration Statement) _________ * Filed herewith.
                                                                     Exhibit 4.8


                                 AMENDMENT NO. 2
                                     TO THE
                             FORGENT NETWORKS, INC.
                             1996 STOCK OPTION PLAN

         The  Board of  Directors  of  Forgent  Networks,  Inc.  (formerly  VTEL
Corporation)  (the "Company") has approved the amendment  specified below to the
Forgent Networks,  Inc. 1996 Stock Option Plan (the "Plan").  Such amendment was
approved by the stockholders of the Company at a Special Meeting held on January
14, 2002.

         Section 3 of the Plan was amended to read in its entirety as follows:

                  "3. Stock  Subject to the Plan.  Subject to the  provisions of
         Section 11 of the Plan,  the  aggregate  number of Shares  which may be
         optioned  and sold under the Plan is three  million  and eight  hundred
         thousand  (3,800,000),  plus  Reacquired  Shares.  The  Shares  may  be
         authorized, but unissued, or reacquired.

                           If Shares are  received by the Company in  connection
         with the exercise of an Option  hereunder by the delivery of Shares (if
         authorized),  or if an Option should expire or become unexercisable for
         any reason without having been exercised in full, such Shares received,
         or remaining unpurchased, shall be available for future grant under the
         Plan."


                                                                     Exhibit 5.1



                        [JENKENS & GILCHRIST LETTERHEAD]

                                November 4, 2003


Forgent Networks, Inc.
108 Wild Basin Road
Austin, Texas 78746

         Re:      Registration Statement on Form S-8

Gentlemen:

         We have  acted  as  counsel  to  Forgent  Networks,  Inc.,  a  Delaware
corporation (formerly VTEL Corporation) (the "Corporation"),  in connection with
the  preparation of the  Registration  Statement on Form S-8 (the  "Registration
Statement") to be filed with the Securities and Exchange  Commission on or about
November 4, 2003,  under the Securities Act of 1933, as amended (the "Securities
Act"),  relating to  1,100,000  shares of the $.01 par value  common  stock (the
"Common  Stock") of the  Corporation  that may be offered  through  the  Forgent
Networks,  Inc. 1996 Stock Option Plan (f/k/a VTEL Corporation 1996 Stock Option
Plan) (the "Plan").

         You have  requested  the  opinion of this firm with  respect to certain
legal  aspects  of the  proposed  offering.  In  connection  therewith,  we have
examined and relied upon the original, or copies identified to our satisfaction,
of (1) the Certificate of Incorporation  and the Bylaws of the  Corporation,  as
amended; (2) minutes and records of the corporate proceedings of the Corporation
with respect to the  establishment  of the Plan,  the  reservation  of 1,100,000
shares of Common Stock to be issued under the Plan and to which the Registration
Statement  relates,  the issuance of shares of Common Stock pursuant to the Plan
and related  matters;  (3) the  Registration  Statement  and  exhibits  thereto,
including  the Plan;  and (4) such other  documents and  instruments  as we have
deemed necessary for the expression of the opinions herein contained.  In making
the foregoing  examinations,  we have assumed the  genuineness of all signatures
and the  authenticity  of all documents  submitted to us as  originals,  and the
conformity to original  documents of all documents  submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
and as to the content and form of the Certificate of Incorporation,  the Bylaws,
minutes,   records,   resolutions   and  other  documents  or  writings  of  the
Corporation, we have relied, to the extent we deem reasonably appropriate,  upon
representations  or certificates of officers or directors of the Corporation and
upon  documents,  records and  instruments  furnished to us by the  Corporation,
without independent check or verification of their accuracy.

         Based upon our examination and  consideration  of, and reliance on, the
documents  and other  matters  described  above,  we are of the opinion that the
Corporation  presently has available at least 1,100,000 shares of authorized but
unissued  shares of Common Stock and/or  treasury  shares of Common Stock.  From
these shares of Common  Stock,  the shares of Common  Stock  proposed to be sold
through  the Plan may be  issued.  Assuming  that:  (i) shares to be sold in the



future through the Plan are all in accordance  with the terms of the Plan,  (ii)
the  shares  of  Common  Stock to be issued  in the  future  are duly  issued in
accordance  with the  terms of the  Plan,  (iii) the  Corporation  maintains  an
adequate  number of authorized  but unissued  shares and/or  treasury  shares of
Common Stock available for issuance to those persons who purchase shares through
the Plan, and (iv) the  consideration for shares of Common Stock issued pursuant
to the Plan is actually  received by the Corporation as provided in the Plan and
exceeds the par value of such shares,  then the shares of Common Stock issued in
accordance with the terms of the Plan or sold through and in accordance with the
terms of the Plan will be duly and validly issued, fully paid and nonassessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement and to references to our firm included in or made a part
of the Registration  Statement.  In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities  Act or the Rules and  Regulations of the Securities and Exchange
Commission thereunder.

                                          Very truly yours,

                                          JENKENS & GILCHRIST,
                                          a Professional Corporation

                                          By: /s/ L. Steven Leshin
                                             ----------------------------------
                                             L. Steven Leshin


                                                                    Exhibit 23.2


                         CONSENT OF INDEPENDENT AUDITORS

         We  consent  to the  incorporation  by  reference  in the  Registration
Statements  pertaining to various  employee  benefit plans of Forgent  Networks,
Inc.  (Form S-8 Nos.  333-77733,  333,44533,  333-48885,  333-28499,  333-51822,
333-64212,  333-65472,  333-65464,  333-95754 and 333-65478) of our report dated
September 9, 2003, with respect to the amended consolidated financial statements
and  schedule of Forgent  Networks,  Inc.  included in its Annual  Report  (Form
10-K) for the year ended July 31, 2003.



Austin, Texas
October 29, 2003                                      /s/ Ernst & Young LLP
                                                      --------------------------