SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
_________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: July 10, 1996

VTEL CORPORATION
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(Exact name of registrant as specified in its charter)

DELAWARE                           0-20008               74-2415696
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(State or other jurisdiction of   (Commission File Number)     (IRS Employer
incorporation or organization)                              Identification No.)

108 Wild Basin Road
Austin, Texas                                                    78746
- --------------------------------------------------------------------------------
(Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code (512) 314-2700.

ITEM 5.   OTHER EVENTS.
------------ 

I.   Rights Plan

On July 10, 1996, the Board of Directors of VTEL Corporation (the
"Company") authorized the issuance of one preferred share purchase right (a
"Right") with respect to (i) each outstanding share of the Company's common
stock, $.01 par value ("Common Shares"), on July 22, 1996 (the "Rights Record
Date"), (ii) each Common Share that becomes outstanding after the Rights Record
Date, but prior to the Distribution Date (as hereinafter defined) or redemption
or expiration of the Rights, and (iii) each Common Share issued under employee
plans or arrangements after the Distribution Date (as hereinafter defined), but
prior to redemption or expiration of the Rights.  The Rights will be issued on
the Rights Record Date to the holders of record of Common Shares on that date.
Each Right relates to one one-thousandth (1/1000) of a share of Series A
Preferred Stock, $.01 par value (the "Preferred Shares"), subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") dated July 10,1996, between the Company and First National
Bank of Boston, as Rights Agent (the "Rights Agent").

Detachment of Rights: Exercise.  Initially, the Rights will attach to all
------------------------------                                           
certificates representing outstanding Common Shares, and no separate Right
Certificates will be distributed. The Rights will separate from the Common
Shares and a Distribution Date will occur upon the earlier of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial ownership of
10% or more of the Company's outstanding Common Shares (unless such acquisition
is pursuant to an Approved Acquisition (as defined in the Rights Agreement)), or
(ii) 10 business days following the commencement or announcement of an intention
to commence a tender offer or exchange offer, the consummation of which would
result in the beneficial ownership by a person or group of 10% or more of such
outstanding Common Shares.

Until the Distribution Date (i) the Rights will be evidenced, with respect
to any of the Common Shares outstanding, by the certificates representing such
Common Shares  with a copy of the Summary of Rights to Purchase Series A
Preferred Stock (Exhibit C to the Rights Agreement) attached thereto, (ii) the
Rights will be transferred with and only with the Common Shares, (iii) new
Common Share certificates issued after the Rights Record Date, upon transfer or
new issuance of the Common Shares will contain a notation incorporating the
Rights Agreement by reference, and (iv) the surrender for transfer of any
certificates for Common Shares outstanding as of the Rights Record Date, even
without such notation or a copy of the Summary of Rights to Purchase Series A
Preferred Stock being attached thereto, will also constitute the transfer of the
Rights associated with the Common Shares represented by such certificate.

As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.

2

The Rights are not exercisable until the Distribution Date.  The Rights
will expire on December 31, 2005 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or the Rights are earlier redeemed by the Company as
described below.

Ten business days (or such later date as the Board may determine from time
to time) after any person or group announces a tender offer for 10% or more of
the Company's outstanding Common Stock, the rights will become exercisable.
Thereafter, the Rights will trade separately from the Company's Common Stock and
separate certificates representing the Rights will be issued, each which Right
will entitle the holder to purchase from the Company one one-thousandth of a
share of Preferred Stock for $55.

In addition, if any person or group acquires 10% or more of the Common
Stock, each Right not owned by the acquiror would become exercisable for the
number of shares of the Company's Common Stock that at the time have a market
value of two times the $55 exercise price of the Right.  If, after any person or
group acquires 10% or more of the Common Stock, the Company is acquired in a
merger or other business transaction in which the Company is not the surviving
corporation or the Common Stock is converted into cash or securities of another
person or group, the Rights, under certain circumstances will be modified so as
to entitle the holder to buy a number of the acquiring company's common shares
having a market value of two times the $55 exercise price of each Right.

Preferred Shares.  The dividend and liquidation rights of the Preferred
----------------                                                       
Shares are designed so that the value of one-thousandth of a Preferred Share
purchasable upon exercise of each Right will approximate the same economic value
of one Common Share.  Each whole Preferred Share issuable upon exercise of the
Rights will be entitled to receive, when, as and if declared, a quarterly
preferential dividend in an amount per share equal to 1,000 times the dividend
declared on each Common Share.  In the event of liquidation, each whole
Preferred Share will be entitled to receive a preferential liquidation payment
in an amount per share equal to $10.00 plus accrued and unpaid dividends and
distributions thereon.  In the event of any merger, consolidation or other
transaction in which Common Shares are exchanged for or changed into other stock
or securities, cash or other property, each whole Preferred Share will be
entitled to receive 1,000 times the amount received per each Common Share.  Each
whole Preferred Share will be entitled to one vote on all matters submitted to a
vote of the stockholders of the Company, and Preferred Shares will generally
vote together as one class with the Common Shares and any other voting capital
stock of the Company on all matters submitted to a vote of stockholders of the
Company.

The offer and sale of the Preferred Shares or Common Shares issuable upon
exercise of the Rights will be registered pursuant to the Securities Act of
1933, as amended; such registration will not become effective until the Rights
become exercisable.

Antidilution and Other Adjustments.  The number of one one-thousandths of a
----------------------------------                                         
Preferred Share or other securities or property issuable upon exercise of the
Rights, and the Purchase Price payable, are subject to customary adjustments
from time to time to prevent dilution.

3

Redemption of Rights.  At any time prior to the earlier of (i) the close of
--------------------                                                       
business on the tenth day following the first public announcement that a person
or group has become the beneficial owner of 10% or more of the outstanding
Common Shares (except pursuant to an Approved Transaction, as defined in the
Rights Agreement) or (ii) the Final Expiration Date, the Board of Directors of
the Company may redeem all but not less than all of the then outstanding Rights
at a price of $0.01 per Right (the "Redemption Price").  The Company may, at its
option, pay the Redemption Price in Common Shares (based on the market value of
the Common Shares at the time of redemption), cash or any other form of
consideration deemed Appropriate by the Board of Directors.  The redemption of
the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.  At
the effective time of such redemption, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.

No Rights as Stockholder.  Until a Right is exercised, the holder thereof,
------------------------                                                  
as such, will have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends.

Amendment of Rights.  The terms of the rights may be amended by the Board
-------------------                                                      
of Directors of the Company without the consent of the holders of the Rights,
including an amendment to extend the Final Expiration Date, and, subject to
certain restrictions, to extend the period during which the Rights may be
redeemed, except that after the Distribution Date no such amendment may
materially and adversely affect the interests of the holders of the Rights.

This summary description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement filed herewith
as Exhibit 4.1, which is hereby incorporated by reference.

II.  Bylaw Amendments

On July 10,1996, the Board of Directors of the Company adopted certain
amendments to the Company's Bylaws relating to stockholder meetings and matters
brought before the such meetings of stockholders and actions by written consent
of stockholders in lieu of a meeting of stockholders.  In general, these bylaw
amendments provide (i) stockholders must provide 60 days advance written notice
of intention to nominate directors and must comply with specified procedures and
requirements for such nominations, (ii) stockholders must provide 60 days
advance written notice of matters to be brought before meetings of stockholders
and must comply with specified procedures and requirements for such nominations,
(iii) specified requirements and procedures regulating action by written consent
in lieu of a meeting of stockholders, including requirements pertaining to the
duration and revocability of written consents, (iv) special meetings of
stockholders may only be called by the Chairman of the Board or President of the
Company or by the Secretary of the Company at the request of the Board of
Directors, and (v) the annual meetings of the Company for the election of
directors and for the transaction of other business is to be held on such date
and time and at such place as fixed by the Board of Directors, Chairman or
President of the Company.

4

This summary description of the Bylaw amendments does not purport to be
complete and is qualified in its entirety by reference to the Bylaw amendments
filed herewith as Exhibit 4.5, which is hereby incorporated by reference.

ITEM 7.   Financial Statements and Exhibits.
--------------------------------- 

(c)  Exhibits

(Asterisk (*) indicates exhibits previously filed by the Company
with the Securities and Exchange Commission on Form 8-A, dated
July 12, 1996, which are incorporated herein by reference.)

(4)  Instruments defining rights of security holders, including
indentures:

*4.1  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, as Exhibit A, the form of Rights Certificate as
Exhibit B and the Summary of Rights to Purchase Series
A Preferred Stock as Exhibit C.

*4.2  Form of Rights Certificate (included as Exhibit B to
Rights Agreement filed as Exhibit 4.1 hereto).
Pursuant to the Rights Agreement, printed Right
Certificates will not be mailed until as soon as
practicable after the Distribution Date.

*4.3  Form of Summary of Rights to Purchase Series A
Preferred Stock (included as Exhibit C to Rights
Agreement filed as Exhibit 4.1 hereto) which together
with certificates representing the outstanding Common
Shares of the Company shall represent the Rights until
the Distribution Date.

*4.4  Specimen of legend to be placed pursuant to Section
3(c) of the Rights Agreement, on all new Common Share
certificates issued after July 22, 1996 and prior to
the Distribution Date upon transfer, exchange or new
issuance (included in Section 3(c) of the Rights
Agreement incorporated by reference herein as Exhibit
4.1).

5

4.5  Bylaws of the Company and Amendments to Bylaws of the
Company, dated July 10, 1996.

6

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated:  July 12, 1996

VTEL CORPORATION

By:/s/Rodney S. Bond
---------------------------
Name:  Rodney S. Bond
Title: Vice President-Finance

7

EXHIBIT INDEX

Exhibit                                                                
No.                          Exhibit Description                      

Asterisk (*) indicates exhibits previously filed by the
Company with the Securities and Exchange Commission
which are incorporated herein by reference on Form 8-A,
dated July 12, 1996.

(4)        Instruments defining the rights of security holders,
including indentures:

*4.1  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
of the Series A Preferred Stock, $.01 par value, as
Exhibit B and the Summary of Rights to Purchase Series
A Preferred Stock as Exhibit C.                            

*4.3  Form of Summary of Rights to Purchase Series A
Preferred Stock (included as Exhibit C to Rights
Agreement filed as Exhibit 4.1 hereto) that, together
with certificates representing the outstanding Common
Shares of the Company, shall represent the Rights
until the Distribution Date.                               

*4.4  Specimen of legend to be placed, pursuant to Section
3(c) of the Rights Agreement, on all news Common Share
certificates issued after July 22, 1996 and prior to
the Distribution Date upon transfer, exchange or new
issuance (included in Section 3(c) of the Rights
Agreement incorporated by reference herein as Exhibit
4.1 hereto).                                               

4.5  Bylaws of the Company and Amendment to the Bylaws of the Company
dated July 10, 1996.

8

EXHIBIT 4.5

BYLAWS
------

OF

VIDEOTELECOM CORP., INC.

A DELAWARE CORPORATION

ARTICLE I

OFFICES

The Corporation shall maintain a registered office in the State of Delaware
as required by law. The Corporation may also have off ices at other places,
within and without the State of Delaware, as the Board of Directors may
determine.

ARTICLE II

STOCKHOLDERS

Section 1.  Place of Meetings.  Meetings of the stockholders shall be held
-----------------                                             
at such times and places, within or without the State of Delaware, as may be
fixed from time to time by the Board of Directors.

Section 2.  Annual Meetings.  Annual meetings of stockholders commencing
---------------                                             
with the year 1990 shall be held on such day during the month of June and at
such time on that day as may be fixed from time to time by the Board of
Directors.  At each annual meeting of stockholders, the stockholders shall elect
a Board of Directors and may transact such other business as may properly be
brought before the meeting.

Section 3.  Special Meetings.  Except as otherwise required by law or the
----------------                                             
Certificate of Incorporation, special meetings of the stockholders may be called
by the Chief Executive Officer or the President and shall be called by the Chief
Executive Officer, President or Secretary upon written request by a majority of
the whole Board of Directors or by the holders of ten percent (10%) of all
shares entitled to vote at such meeting.

Section 4.  Notice of Meetings.  Written notice of all meetings of
------------------                                    
stockholders shall be mailed to or personally delivered to each stockholder
entitled to vote thereat at least ten (10) , but not more than sixty (60) , days
prior to the meeting.  Notice of any special meeting shall state in general
terms the purpose or purposes for which the meeting is to be held, and no other
business shall be transacted except as stated in such notice.  When a meeting is
adjourned to another time or place, notice need not be given. of the adjourned
meeting if the time and place thereof are announced at the meeting of which the
adjournment is taken. At the adjourned meeting, the Corporation may transact any
business which might have been transacted at the original meeting. If the
adjournment is for more than thirty (30) days, or if after the adjournment a new
record date is fixed for the adjourned meeting,

a notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

Section 5.  Quorum.  The holders of a majority of the issued and
------                                              
outstanding shares of the capital stock of the Corporation entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum
for the transaction of business at all meetings of the stockholders; but, if
there be less than a quorum, the holders of a majority of the shares so present
or represented may adjourn the meeting from time to time, until a quorum shall
be present, whereupon the meeting may be held, as adjourned, without further
notice, except as required by law, and any business may be transacted that might
have been transacted on the original date of the meeting.

Section 6.  List of Stockholders Entitled to Vote.  The officer or agent
-------------------------------------                       
having charge of the stock transfer books of the Corporation shall make, at
least ten (10) days before each meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, and showing the address of and the number of
shares held by each stockholder.  Such list shall be open to examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of ten (10) days prior to such meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held.  Such list shall also be produced and kept open at the
time and place of the meeting and shall be subject to the inspection of any
stockholder during the whole time of the meeting.  The original stock transfer
books shall be the only evidence as to who are the stockholders entitled to
examine such list or the stock transfer books or to vote at any meeting of
stockholders.  Failure to comply with any requirements of this Section 6 shall
not affect the validity of any action taken at such meeting.

Section 7.  Voting.  At all meetings of the stockholders every registered
------                                                       
owner of shares entitled to vote may vote in person or by proxy and shall have
one vote for each such share standing in his name on the books of the
Corporation as of the record date for determining the stockholders entitled to
vote at such meeting.  Except as otherwise required by statute, by the
Certificate of Incorporation or these Bylaws, all matters coming before any
meeting of the stockholders shall be decided by the vote of the holders of a
majority of the shares of capital stock of the Corporation present in person or
by proxy at such meeting and voting thereon, a quorum being present.

Section 8.  Presiding Officer.  The Chief Executive Officer shall preside
-----------------                                            
at all meetings of the stockholders.  In the absence of the Chief Executive
Officer, the President shall act as chairman of the meeting.  In the absence of
the Chief Executive Officer and the President, the Board of Directors may
appoint any other officer or person to act as chairman of any meeting.

Section 9.  Secretary of Meeting.  The Secretary or an Assistant Secretary
--------------------                                          
of the Corporation shall act as secretary of all meetings of the stockholders;
and, in their absence, the chairman of the meeting shall appoint a person to act
as secretary of the meeting.

2

ARTICLE III

DIRECTORS

Section 1.  Board of Directors.  The property, business and affairs of the
------------------                                            
Corporation shall be managed and controlled by the Board of Directors, which may
exercise all such powers of the Corporation and do all such lawful acts and
things on its behalf as are not, by statute or the Certificate of Incorporation
or these Bylaws, directed or required to be exercised or done by the
stockholders.

Section 2.  Number; Tenure.  The Board of Directors shall consist of up to
--------------                                                
six (6) directors. Directors need not be stockholders of the Corporation or
residents of a particular state.  Unless sooner removed by action of the
stockholders, members of the Board of Directors shall hold office until the next
annual meeting of stockholders and until their successors shall have been
elected and qualified.

Section 3.  Vacancies.  Any vacancy in the Board of Directors occurring by
---------                                                     
reason of the death, resignation or disqualification of any director, the
removal of any director from office for cause or without cause, an increase in
the number of directors, or otherwise, may be filled by the stockholders at a
special meeting called for that purpose or by the directors at any annual,
regular or special meeting.  Each director elected to fill a vacancy shall hold
office for a term expiring at the next succeeding annual meeting of stockholders
and until his successor is elected and has qualified or until his earlier
displacement from office by resignation, removal or otherwise.

Section 4.  Resignation and Removal.  Any director may resign at any time
-----------------------                                      
by written notice to the Corporation.  Any director or the entire board of
directors may be removed, for cause or without cause, by the holders of a
majority of the shares then entitled to vote at a special meeting called for
that purpose.

Section 5.  Place of Meetings.  The Board of Directors may hold meetings
-----------------                                           
within or without the State of Delaware.

Section 6.  Annual Meeting.  The annual meeting of the Board of Directors,
--------------                                                
of which no notice shall be necessary, shall be held immediately following the
annual meeting of stockholders or immediately following any adjournment thereof
at which directors shall have been elected for the ensuing year, or at such
other time and place as may be designated in a notice of meeting, for the
purpose of the organization of the Board and the election or appointment of
officers for the ensuing year, and for the transaction of such other business as
may be brought before such meeting.

Section 7.  Regular Meetings.  Regular meetings of the Board of Directors,
----------------                                              
other than the annual meeting, shall be held monthly at such times and places
and on such notice, if any, as the Board of Directors may from time to time
determine.

Section 8.  Special Meetings.  Special meetings of the Board of Directors
----------------                                             
may be called by the Chairman of the Board, and shall be called by the Secretary
upon written request by a majority of the total number of directors.  Notice
shall be given of the time and place of each special meeting by mailing the same
at least three (3) days before the meeting or by telephoning, telegraphing or

3

delivering personally the same at least one (1) day before the meeting to each
director.  Except as otherwise specified in the notice thereof, or as required
by law, the Certificate of Incorporation or these Bylaws, any and all business
may be transacted at any special meeting.

Section 9.  Quorum; Voting.  A majority of the total number of directors
--------------                                              
shall constitute a quorum for the transaction of business, but less than a
quorum may adjourn any meeting from time to time until a quorum shall be
present, whereupon the meeting may be held, as adjourned, without further
notice.  Except as otherwise required by statute, the Certificate of
Incorporation or these Bylaws, all matters coming before any meeting of the
Board of Directors shall be decided by the vote of a majority of the directors
present at the meeting, a quorum being present.

Section 10.  Compensation.  Outside directors shall not receive
------------                                      
compensation for their services or reimbursement for their expenses as directors
or as members of any committee appointed by the Board, and no shareholder
permitted or authorized to attend any directors' meeting shall be reimbursed for
their expenses incurred in attending such directors' meetings.  The foregoing
shall not be construed as prohibiting the payment to any director of
compensation for services rendered in any other capacity.

Section 11.  Advisory Directors.  The Board of Directors may from time to
------------------                                          
time elect one (1) or more Advisory Directors, which Advisory Directors shall
hold office until the next Annual Meeting of the Board of Directors.  Advisory
Directors shall be given all notices of meetings of the Board of Directors as
are given to directors in general, but shall not be counted in determining
whether a quorum of the Board of Directors is present at a meeting.  Advisory
Directors shall have no voting rights.

Section 12.  Voting Shares of Other Corporations.  The Board of Directors
-----------------------------------                         
of this Corporation shall have full power and authority on behalf of the
Corporation, acting by or through a nominee of the Corporation or by proxy or
proxies appointed by it, to vote, act and consent with respect to any shares of
stock of other corporations which this Corporation may own or as to which this
Corporation otherwise has the right to vote, act or consent.

ARTICLE IV

COMMITTEES OF THE BOARD

Section 1.  Designation.  The Board of Directors, by resolution passed by a
-----------                                                    
majority of the whole Board, may designate from among its members such
committees as the Board may determine, to have such powers and duties as shall
from time to time be prescribed by the Board to the extent permitted by statute.

Section 2.  Quorum; Tenure.  A majority of the whole committee shall
--------------                                          
constitute a quorum for the transaction of business of any committee and may fix
its rules of procedure.  All actions by any committee shall be reported to the
Board of Directors.  The Board of Directors may discharge any committee or any
members thereof either with or without cause at any time.

4

ARTICLE V

OFFICERS

Section 1.  Officers; Compensation.  The officers of the Corporation shall
----------------------                                        
be elected by the Board of Directors, and shall consist of a Chairman of the
Board, a Chief Executive Officer, a President, one or more Vice-Presidents, one
or more of whom may be designated Executive or Senior Vice-President, a
Secretary, a Treasurer, and such other officers, assistant officers and agents
as the Board of Directors may from time to time designate.  All officers shall
hold office until their successors are elected and qualified, or until earlier
displacement from office by resignation, removal or otherwise.  Two (2) or more
offices may be held by the same person.  The salaries of the officers shall be
determined by the Board of Directors, and may be altered by the Board from time
to time except as otherwise provided by contract.  All officers shall be
entitled to be paid or reimbursed for all costs and expenditures incurred in the
Corporation's business.

Section 2.  Vacancies.  Whenever any vacancies shall occur in any office by
---------                                                      
death, resignation, removal for or without cause, increase in the number of
officers of the Corporation, or otherwise, the same shall be filled by the Board
of Directors, and the officer so elected shall hold office until his successor
is chosen and qualified.

Section 3.  Chairman of the Board.  The Chairman of the Board of Directors
---------------------                                         
shall preside at all meetings of the Board of Directors.

Section 4.  Chief Executive Officer.  The Chief Executive Officer shall be
-----------------------                                       
the chief executive officer of the Corporation, shall preside at all meetings of
the stockholders and the Board of Directors and shall be an ex officio member of
all standing committees.  He shall have general and active management of the
business and affairs of the Corporation, and shall see to it that all
resolutions and orders of the Board of Directors are carried into effect.  He
may sign, with the Secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates for shares of the
Corporation.  He may sign any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed and executed.
He shall perform all duties as may be prescribed by the Board of Directors from
time to time.

Section 5.  President.  The President may perform the usual and customary
---------                                                    
duties that pertain to such office (but no unusual or extraordinary duties or
powers conferred by the Board of Directors upon the Chief Executive Officer) and
under the direction and subject to the control of the Board of Directors, such
other duties as may be assigned to him.

Section 6.  Vice-Presidents.  Any Vice-President may perform the usual and
---------------                                               
customary duties that pertain to such office (but no unusual or extraordinary
duties or powers conferred by the Board of Directors upon the President) and,
under the direction and subject to the control of the Board of Directors, such
other duties as may be assigned to him.

5

Section 7.  Secretary.  It shall be the duty of the Secretary to attend all
---------                                                      
meetings of the stockholders and Board of Directors and record correctly the
proceedings had at such meetings in a book suitable for that purpose.  It shall
also be the duty of the Secretary to attest with his signature all stock
certificates issued by the Corporation and to keep a stock ledger in which shall
be correctly recorded all transactions pertaining to the capital stock of the
Corporation.  He may but is not required to attest with his signature all deeds,
conveyances or other instruments requiring the seal of the Corporation.  The
person holding the office of Secretary shall also perform, under the direction
and subject to the control of the Board of Directors, such other duties as may
be assigned to him. The duties of the Secretary may also be performed by any
Assistant Secretary.

Section 8.  Treasurer.  The Treasurer shall keep such moneys of the
---------                                              
Corporation as may be entrusted to his keeping and account for the same.  He
shall be prepared at all times to give information as to the condition of the
Corporation and shall make an annual report of the entire business and financial
condition of the Corporation.  The person holding the office of Treasurer shall
also perform, under the direction and subject to the control of the Board of
Directors, such other duties as may be assigned to him.  The duties of the
Treasurer may also be performed by any Assistant Treasurer.

Section 9.  Tenure; Removal.  The term of all officers shall be for one
---------------                                            
year, and until their respective successors are chosen and qualify.  Any officer
or agent shall be subject to removal for or without cause at any time by the
affirmative vote of a majority of the whole Board of Directors. Vacancies in any
office may be filled at any regular or special meeting of the Board.

ARTICLE VI

CAPITAL STOCK

Section 1.  Certificates.  Certificates for capital stock of the
------------                                        
Corporation shall be in such form as the Board of Directors may from time to
time prescribe and shall be signed by the Chief Executive Officer, the President
or a Vice President and by the Secretary or an Assistant Secretary.

Section 2.  Stock Records.  The names and addresses of shareholders as they
-------------                                                  
appear on the stock certificate records of the Corporation shall be the official
list of shareholders of record of the Corporation for all purposes. The
Corporation shall be entitled to treat the holder of record of any shares of the
Corporation as the owner thereof for all purposes, and shall not be bound to
recognize any equitable or other claim to, or interest in, such shares or any
rights deriving from such shares, on the part of any other person, including
(but without limitation) a purchaser, assignee or transferee, unless and until
such other person becomes the holder of record of such shares, whether or not
the Corporation shall have either actual or constructive notice of the interest
of such other person.

Section 3.  Transfer.  Shares of capital stock of the Corporation shall be
--------                                                      
transferable on the books of the Corporation only by the holder of record
thereof in person or by his duly authorized attorney, upon surrender and
cancellation of certificates for a like number of shares, with an assignment or
power of transfer endorsed thereon or delivered therewith, duly executed, and
with such proof of the authenticity of the signature and of authority to
transfer, and of payment of transfer taxes, as the Corporation or its officers
may require.

6

Section 4.  Lost Certificates.  In case any certificate for the capital
-----------------                                          
stock of the Corporation shall be lost, stolen or destroyed, the Corporation may
require such proof of the fact and such indemnity to be given to it as shall be
deemed necessary or advisable by it.

Section 5.  Record Date.  In order that the Corporation may determine the
-----------                                                  
stockholders entitled to notice of or to vote at any meeting of stockholders or
an adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action.

ARTICLE VII

MISCELLANEOUS

Section 1.  Fiscal Year.  The Board of Directors shall have power to f ix,
-----------                                                   
and from time to time change, the fiscal year of the Corporation.

Section 2.  Notices.  Notices to directors and stockholders shall be in
-------                                                    
writing and may be delivered personally or by mail.  Notice by mail shall be
deemed to be given at the time when deposited in the U. S. mail, postage
prepaid, addressed to directors or stockholders at their respective addresses
appearing on the books of the Corporation.  Notice of a special meeting of the
Board of Directors may be given in the manner provided for in Article III,
Section 8, of these Bylaws.  An affidavit of the secretary or an assistant
secretary or of the transfer agent of the Corporation that the notice has been
given, in the absence of fraud, shall be prima facie evidence of the facts
stated therein.

Section 3.  Waiver of Notice.  Any notice required to be given under the
----------------                                            
provisions of these Bylaws or otherwise may be waived by the stockholder,
director, member of any committee or officer to whom such notice is required to
be given, before or after the meeting or other action of which notice was
required to be given.

ARTICLE VIII

AMENDMENT

The Bylaws may be amended or repealed by the directors or by the
stockholders, provided that, in the case of an amendment or repeal of the Bylaws
by the stockholders, notice of the proposed alteration or repeal shall have been
given in the notice of such meeting of stockholders.

7

VTEL CORPORATION

BYLAW AMENDMENTS

adopted  July 10, 1996

1.   Amendment to Bylaws to permit Board of Directors to fix date of annual
----------------------------------------------------------------------
meeting of stockholders.
- -----------------------

Section 2 of Article II of the Bylaws is amended in its entirety to
read as follows:

Section 2.  Annual Meetings.  The annual meeting of the stockholders
of the Corporation for the election of directors and for the transaction of
such other business as may properly come before the meeting shall be held
at such place, on such date and at such time as may from time to time be
fixed by the Board of Directors, the Chairman of the Board or the
President.

2.   Amendment to Bylaws to prohibit stockholders from calling special
-----------------------------------------------------------------
meetings of stockholders.
- ------------------------ 

Section 3 of Article II of the Bylaws is amended in its entirety to
read as follows:

Section 3.  Special Meetings.  Except as otherwise required by law and
subject to the rights of the holders of any class or series of stock having
a preference over the Common Stock as to dividends or upon liquidation,
special meetings of the stockholders for any purpose or purposes may be
called only by the Chairman of the Board or the President, or the Secretary
of the Corporation at the request of the Board of Directors. Special
meetings of the stockholders may be held at such place, on such date and at
such time as fixed by the appropriate person calling such special meeting
of the stockholders. Only such business as is specified in the notice of
any special meeting of the stockholders shall come before such meeting.

3.   Amendment to Bylaws to require advance written notice of nominations
--------------------------------------------------------------------
of Directors.
- ------------ 

New Section 10 is added to Article II of the Bylaws:

Section 10.  Stockholder Nomination of Director Candidates.

1

(1)  Only persons who are nominated in accordance with the procedures
set forth in these Bylaws shall be eligible to serve as Directors.
Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of stockholders (a) by or at the
direction of the Board of Directors or (b) by any stockholder of the
Corporation who is a stockholder of record at the time of giving of notice
provided for in this Bylaw, who shall be entitled to vote for the election
of directors at the meeting and who complies with the notice procedures set
forth in this Bylaw.

(2)  Nominations by stockholders shall be made pursuant to timely
notice in writing to the Secretary of the Corporation.  To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation (a) in the case of an annual
meeting, not less than 60 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting; provided, however, that
in the event that the date of the annual meeting is changed by more than 30
days from such anniversary date, notice by the stockholder to be timely
must be so received not later than the close of business on the 10th day
following the earlier of the date on which notice of the date of the
meeting was mailed or public disclosure was made, and (b) in the case of a
special meeting at which directors are to be elected, not later than the
close of business on the 10th day following the earlier of the day on which
notice of the date of the meeting was mailed or public disclosure was made.
Such stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or reelection as a director
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including such person's written consent
to being named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to the stockholder giving the notice (i) the
name and address, as they appear on the Corporation's books, of such
stockholder and (ii) the class and number of shares of the Corporation
which are beneficially owned by such stockholder and also which are owned
of record by such stockholder; and (c) as to the beneficial owner, if any,
on whose behalf the nomination is made, (i) the name and address of such
person and (ii) the class and number of shares of the Corporation which are
beneficially owned by such person.  At the request of the Board of
Directors, any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Corporation that information
required to be set forth in a stockholder's notice of nomination which
pertains to the nominee.

(3)  No person shall be eligible to serve as a director of the
Corporation unless nominated in accordance with the procedures set forth in
this Bylaw.  The Chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by these Bylaws, and if he should
so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.  Notwithstanding the foregoing provisions
of this Bylaw, a stockholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934,

2

as amended, and the rules and regulations thereunder with respect to the
matters set forth in this Bylaw.

4.   Amendment to Bylaws to require advance written notice of matters to be
----------------------------------------------------------------------
brought before the stockholders.
- ------------------------------- 

New Section 11 is added to Article II of the Bylaws:

Section 11.  Notice of Stockholder Business.

(1)  At an annual meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting (a)
pursuant to the Corporation's notice of meeting, (b) by or at the direction
of the Board of Directors or (c) by any stockholder of the Corporation who
is a stockholder of record at the time of giving of the notice provided for
in this Bylaw, who shall be entitled to vote at such meeting and who
complies with the notice procedures set forth in this Bylaw.

(2)  For business to be properly brought before an annual meeting by a
stockholder pursuant to clause (c) of paragraph 1 of this Bylaw, the
stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation.  To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of
the Corporation not less than 60 days nor more than 90 days prior to the
first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the meeting is changed by more
than 30 days from such anniversary date, notice by the stockholder to be
timely must be received no later than the close of business on the 10th day
following the earlier of the day on which notice of the date of the meeting
was mailed or public disclosure was made.  A stockholder's notice to the
secretary shall set forth as to each matter the stockholder proposes to
being before the meeting (a) a brief description of the business desired to
be brought before the meeting and the reasons for conducting such business
at the meeting, (b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business, and the
name and address of the beneficial owner, if any, on whose behalf the
proposal is made, (c) the class and number of shares of the Corporation
which are owned beneficially and of record by such stockholder of record
and by the beneficial owner, if any, on whose behalf the proposal is made
and (d) any material interest of such stockholder of record and the
beneficial owner, if any, on whose behalf the proposal is made in such
business

(3)  Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at an annual meeting except in accordance with
the procedures set forth in this Bylaw.  The Chairman of the meeting shall,
if the facts warrant, determine and declare to the meeting that business
was not properly brought before the meeting and in

3

accordance with the procedures prescribed by these Bylaws, and if he should
so determine, he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall
also comply with all applicable requirements of the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder with respect
to the matters set forth in this Bylaw.

5.   Amending the Bylaws to provide for regulating action by written
---------------------------------------------------------------
consent.
- ------- 

New Section 12 is added to Article II of the Bylaws:

Section 12.  Regulation of Action by Written Consent.

(1)  Action by Written Consent.  Any action which is required to be or
may be taken at any annual or special meeting of stockholders of the
Corporation may be taken without a meeting, without prior notice to
stockholders and without a vote if consents in writing, setting forth the
action so taken, shall have been signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or to take such action at a meeting at which all shares entitled
to vote thereon were present and voted.

(2)  Duration and Revocation of Consents.  In order that the
Corporation's stockholders shall have an opportunity to receive and
consider the information germane to an informed judgment as to whether to
give a written consent, any corporate action to be taken by written consent
shall not be effective until, and the stockholders of the Corporation shall
be able to give or revoke written consents for, at least twenty (20) days
from the date of the commencement of a solicitation (as such term is
defined in Rule 14a-1(k) promulgated under the Securities Exchange Act of
1934, as amended) of consents, other than corporate action by written
consent taken pursuant to solicitations of not more than ten (10) persons.
For purposes of this subsection (2) and subsection (3) of this Section 12,
a consent solicitation shall be deemed to have commenced when a proxy
statement or information statement containing the information required by
law is first furnished to the Corporation's stockholders.

Consents to corporate action shall be valid for a maximum of sixty
(60) days after the date of the earliest dated consent delivered to the
Corporation in the manner provided in Section 228(c) of the Delaware
General Corporation Law.  Consents may be revoked by written notice (i) to
the Corporation, (ii) to the stockholder or stockholders soliciting
consents or soliciting revocations in opposition to action by consent
proposed by the Corporation (the "Soliciting Stockholders"), or (iii) to a
proxy solicitor or other agent designated by the Corporation or the
Soliciting Stockholders.

4

Notwithstanding the foregoing, if independent counsel to the
Corporation delivers to the Corporation a written opinion stating, or a
court of competent jurisdiction determines, that this  subsection or
subsection (3) of this Section 12, or any portion thereof, is illegal with
respect to any corporate action to be taken by written consent for which a
consent has theretofore been delivered to the Corporation, in the manner
provided in Section 228(c) of the Delaware General Corporation Law, whether
prior or subsequent to the date of the adoption of this subsection and
subsection (3) of this Section 12, then this subsection or subsection (3)
of this Section 12, or such portion thereof, as the case may be, shall
after the date of such delivery of such opinion or such determination be
null and void and of no effect with respect to any other corporate action
to be taken by written consent.

(3)  Inspectors of Election; Procedures for Counting Consents.  Within
three (3) business days after receipt of the earliest dated consent
delivered to the Corporation in the manner provided in Section 228(c) of
the Delaware General Corporation Law or the determination by the Board of
Directors of the Corporation that the corporation should seek corporate
action by written consent, as the case may be, the Secretary shall engage
nationally recognized independent inspectors of elections for the purpose
of performing a ministerial review of the validity of the consents and
revocations.  The cost of retaining inspectors of election shall be borne
by the Corporation.

Consents and revocations shall be delivered to the inspectors upon
receipt by the Corporation, the Soliciting Stockholders or their proxy
solicitors or other designated agents.  As soon as consents and revocations
are received, the inspectors shall review the consents and revocations and
shall maintain a count of the number of valid and unrevoked consents.  The
inspectors shall keep such count confidential and shall not reveal the
count to the Corporation, the Soliciting Stockholder or their
representatives or any other entity. As soon as practicable after the
earlier if (i) sixty (60) days after the date of the earliest dated consent
delivered to the Corporation in the manner provided in Section 228(c) of
the Delaware General Corporation Law or (ii) a written request therefor by
the Corporation or the Soliciting Stockholders (whichever is soliciting
consents) (which request may be made no earlier than twenty (20) days after
the commencement of the applicable solicitation of consents, except in the
case of corporate action by written consent taken pursuant to solicitations
of not more than ten (10) persons), notice of which request shall be given
to the party opposing the solicitation of consents, if any, which request
shall state that the Corporation or Soliciting Stockholders, as the case
may be, have a good faith belief that the requisite number of valid and
unrevoked consents to authorize or take the action specified in the
consents has been received in accordance with these Bylaws, the inspectors
shall issue a preliminary report to the corporation and the Soliciting
Stockholders stating:  (i) the  number of valid consents; (ii) the number
of valid revocations; (iii) the number of valid and unrevoked consents;
(iv) the number of invalid consents; (v) the number of invalid revocations;
(vi) whether, based on their preliminary

5

count, the requisite number of valid and unrevoked consents has been
obtained to authorize or take the action specified in the consents.

Unless the Corporation and the Soliciting Stockholders shall agree to
a shorter or longer period, the Corporation and the Soliciting Stockholders
shall have 48 hours to review the consents and revocations and to advise
the inspectors and the opposing party in writing as to whether they intend
to challenge the preliminary report of the inspectors. If no written notice
of an intention to challenge the preliminary report is received within 48
hours after the inspectors' issuance of the preliminary report, the
inspectors shall issue to the Corporation and the Soliciting Stockholders
their final report containing the information from the inspectors'
determination with respect to whether the requisite number of valid and
unrevoked consents was obtained to authorize and take the action specified
in the consents.  If the Corporation or the Soliciting Stockholders issue
written notice of an intention to challenge the inspectors' preliminary
report within 48 hours after the issuance of that report, a challenge
session shall be scheduled by the inspectors as promptly as practicable.  A
transcript of the challenge session shall be recorded by a certified court
reporter.  Following completion of the challenge session, the inspectors
shall as promptly as practicable issue their final report to the Soliciting
Stockholders and the Corporation, which report shall contain the
information included in the preliminary report, plus all changes in the
vote totals as a result of the challenge and a certification of whether the
requisite number of valid and unrevoked consents was obtained to authorize
or take the action specified in the consents.  A copy of the final report
of the inspectors shall be included in the book in which the proceedings of
meetings of stockholders are recorded.

The Corporation shall give prompt notice to the stockholders of the
results of any consent solicitation or the taking of the corporate action
without a meeting and by less than unanimous written consent.

6