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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(MARK ONE)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

FOR THE FISCAL YEAR ENDED JULY 31, 1998

Commission file number 0-20008

VTEL CORPORATION

A Delaware Corporation IRS Employer ID No. 74-2415696

108 Wild Basin Road
Austin, Texas 78746
(512) 437-2700

Securities registered pursuant to section 12 (b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ].

Indicate by check mark if disclosure of delinquent filings pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of the Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K, or any amendment to
this Form 10-K. ( ).

The aggregate market value of 21,215,873 shares of the registrant's Common Stock
held by nonaffiliates on September 18, 1998 was approximately $84,863,492. For
purposes of this computation all officers, directors and 5% beneficial owners of
the registrant are deemed to be affiliates. Such determination should not be
deemed an admission that such officers, directors and beneficial owners are, in
fact, affiliates of the registrant.

At October 8, 1998 there were 23,282,700 shares of the registrant's Common
Stock, $.01 par value, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

VTEL Corporation, a Delaware corporation (the "Company"), hereby amends, as 
set forth herein, the Company's Annual Report on Form 10-K filed with the 
Securities and Exchange Commission on October 26, 1998.

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The item numbers and responses thereto are in accordance with the
requirements of Form 10-K. All capitalized terms used and not otherwise
defined herein shall have the meaning specified in the Company's Annual Report
on Form 10-K.

The Company hereby amends and restates in its entirety item 7 and the
Consolidated Financial Statements of the Company's Annual Report on Form 10-K.

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF THE COMPANY

On May 23, 1997, shareholders of VTEL and CLI approved the Merger of
VTEL-Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of
VTEL ("Merger Sub"), with and into CLI, pursuant to an Agreement and Plan of
Merger and Reorganization (the "Merger Agreement"), with CLI becoming a direct
wholly-owned subsidiary of VTEL. As a result of the Merger, (i) the outstanding
shares of CLI's Common Stock, par value $.001 per share ("CLI Common Stock"),
were converted into the right to receive 0.46 shares of Common Stock of VTEL,
par value $.01 per share ("VTEL Common Stock"), per share of CLI Common Stock
converted (or cash in lieu of fractional shares otherwise deliverable in respect
thereof), and (ii) the outstanding shares of CLI Series C Preferred Stock, par
value $.001 per share ("CLI Preferred Stock"), were converted into the right to
receive 3.15 shares of VTEL Common Stock per share of CLI Preferred Stock
converted (or cash in lieu of fractional shares otherwise deliverable in respect
thereof). The CLI shares were exchanged for a total of 8,424,741 shares of VTEL
Common Stock. The acquisition was accounted for as a pooling of interests and
accordingly, the consolidated financial information has been restated for all
periods to include the accounts of both VTEL and CLI.

The restatement of the consolidated financial information combines the
financial information of VTEL and CLI giving retroactive effect to the Merger as
if the two companies had operated as a single company for all periods presented.
However, the two companies operated independently prior to the Merger that was
consummated in May 1997 and the historical changes and trends in the financial
condition and results of operations of these two companies resulted from
independent activities. Nonetheless, the following Management's Discussion and
Analysis of Financial Condition and Results of Operations attempts to relate the
activities which resulted in the changes in financial condition and results of
operations of the combined company, taking into consideration that a trend or
change in the historical results of the combined entity was caused by many
events related to each individual company operating independently as
competitors. The financial information presented on a historical restated basis

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is not indicative of the financial condition and results of operations that may
have been achieved in the past or will be achieved in the future had the
companies operated as a single entity for the periods presented. The following
discussion of the consolidated operations and financial condition of the Company
should be read in conjunction with the Company's consolidated financial
statements and related notes thereto included elsewhere herein.

In May 1996, the Company changed its fiscal year end from December 31
to July 31. The accompanying financial information includes the results of
operations and cash flows for the seven month transition period ended July 31,
1996 with comparative presentation of the unaudited results for the seven months
ended July 31, 1995. Results of operations for the seven month periods ended
July 31, 1996 and 1995 are not necessarily indicative of the operating results
which would be expected for a full year.

RESULT OF OPERATIONS

The following table sets forth for the fiscal periods indicated the
percentage of revenues represented by certain items in the Company's
consolidated statement of operations:

FOR THE            FOR THE SEVEN                     FOR THE
YEAR ENDED           MONTHS ENDED                   YEARS ENDED
DECEMBER 31,            JULY 31,                      JULY 31,
1995           1995           1996           1997           1998
(UNAUDITED)

Revenues                                 100.0%         100.0%         100.0%         100.0%         100.0%
Gross margin                              35.0           40.8           37.1           39.1           47.3
Selling, general and                      32.7           32.0           40.1           34.2           36.1
administrative
Research and development                  11.1           12.1           16.8           12.8           11.1
Total operating expenses                  44.4           45.0           58.0           62.9           46.8
Other income, net                          0.4            0.2            1.8            0.6            1.1
Net income (loss) from continuing
operations                             (9.1)          (4.4)         (19.1)         (23.2)           1.6
Net income (loss)                        (28.2)%         (3.9)%        (19.1)%        (27.3)%          1.6%

FOR THE YEARS ENDED DECEMBER 31, 1995 AND JULY 31, 1997 AND 1998 AND THE SEVEN
MONTHS ENDED JULY 31, 1995 AND 1996.

Revenues

The following table summarizes the Company's group digital visual
communication and multipoint control unit sales activity:

FOR THE          FOR THE SEVEN               FOR THE
YEAR ENDED        MONTHS ENDED               YEARS ENDED
DECEMBER 31,        JULY 31,                   JULY 31,
1995         1995         1996         1997         1998
(Unaudited)

Large-group digital visual
communication systems          3,607        1,903        1,654        3,595        3,518
Small-group digital visual
communication  systems           334          201           69          690          632
Multipoint control units            223          113           81          213          140
-----        -----        -----        -----        -----
Total units                4,164        2,217        1,804        4,498        4,290
=====        =====        =====        =====        =====

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Consolidated revenues decreased from $191.1 million in fiscal 1995 to
$191.0 million in fiscal 1997 and to $180.0 million in fiscal 1998. Consolidated
revenues decreased from $98.1 million for the seven months ended July 31, 1995
to $97.0 million for the seven months ended July 31, 1996.

Revenues for the year ended December 31, 1995 included amounts
generated from the broadcast products division which was sold by the Company's
wholly-owned subsidiary, CLI, in June 1996. Revenues for the year ended July 31,
1997 were consistent with revenues for the year ended December 31, 1995 due to
an increase in revenues generated by sales of digital visual communications
systems and professional services which replaced the decline in revenues as a
result of the sale of the broadcast products division.

Revenues for the year ended July 31, 1998 decreased in comparison with
revenues for the year ended July 31, 1997 due to Merger transition issues.
During the year ended July 31, 1998, the Company combined the sales forces of
VTEL and CLI, migrated to a single product platform by eliminating the former
CLI platform, and combined the management and operations of the two companies
into a single organization. The Company has completed all Merger transition
activities and is operating effectively as a single organization. The Company
expects to be able to continue to improve operational efficiency and to increase
revenues in the future.

Revenues decreased from the seven months ended July 31, 1995 to the
seven months ended July 31, 1996 as a result of a trend of decreasing digital
visual communication product revenues by the Company's wholly-owned subsidiary,
CLI. The decrease in revenue was due to product transition issues and the
distraction of the attention of CLI's management in an attempt to diversify the
broadcast products division that ultimately was sold in June 1996.

The Company has experienced a trend of revenue growth in consolidated
service and other revenues as a result of an increase in service and systems
integration revenues generated from the assets acquired in the ICS Transaction
in November 1995 (see Note 3 to the Consolidated Financial Statements) and an
increase in the installed base of digital visual communication products
resulting in a larger revenue base for services.

International sales as a percentage of total consolidated product
revenues were 23%, 26% and 24% for the years ended December 31, 1995 and July
31, 1997 and 1998 and were 22% and 21% for the seven months ended July 31, 1995
and 1996. These revenue percentages represent export sales from the Company's
domestic operations, as well as sales from its Foreign subsidiaries. While the
Company has been able to penetrate foreign markets such as Europe, China, the
Far East and Latin America, the decline in international revenue as a percentage
of total revenue during fiscal 1998 is the result of the economic downturn
ongoing in the Far East.

One of the Company's initiatives is to grow revenues from non-U.S.
markets. Non-U.S. operations are subject to certain risks inherent in conducting
business abroad including price and currency exchange fluctuations and
restrictive government actions. The Company believes its foreign currency
exposure to be relatively low as foreign sales are predominantly in U.S.
dollars. The Company utilizes currency hedging programs that utilize foreign
currency forward contracts on a limited basis and reviews the credit worthiness
of its customers to mitigate foreign currency exchange and credit risk. There
can be no assurance that the Company's foreign currency hedging program will
effectively hedge foreign currency exchange risk.

While the Company strives for consistent revenue growth, there can be
no assurance that consistent revenue growth or profitability can be achieved.
Consistent with many companies in the technology industry, the Company's
business model is characterized by a very high degree of operating leverage. The
Company's expense levels are based, in part, on its expectations as to future
revenue levels, which are difficult to predict partly due to the Company's
strategy of distributing its products primarily through resellers. Because
expense levels are based on the Company's expectations as to future revenues,
the Company's expense base is relatively fixed in the short term. If revenue
levels are below expectations, operating results may be materially and adversely
affected and net income is likely to be disproportionately adversely affected.
In addition, the Company's quarterly and annual results may fluctuate as a
result of many factors, including price reductions, delays in the introduction
of new products, delays in purchase decisions due to new product announcements
by the Company or its competitors, cancellations or delays of orders,
interruptions or delays in supplies of key components, changes in reseller base,
customer base, business or product mix and seasonal patterns and other shifts of
capital spending by customers. There can be no assurance that the Company will
be able to increase or even maintain its current level of revenues on a
quarterly or annual basis in the future.

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Gross margin

Gross margins were 35%, 39% and 47% for the years ended December 31,
1995 and July 31, 1997 and 1998 and were 41% and 37% for the seven months ended
July 31, 1995 and 1996.

The Company's gross margin trend has been positively affected by
changes in the Company's sales mix to higher margin products with more features
and lower per unit manufacturing costs realized by the distribution of
relatively fixed manufacturing overhead costs. This trend has been offset by the
impact of lower average selling prices and a higher proportion of service and
systems integration revenues, which generally carry a lower gross margin than
the Company's digital visual communication products. The gross margin for the
year ended December 31, 1995 reflects an $11.0 million charge taken in November
1995 by the Company's subsidiary, CLI, to reduce the carrying amount of certain
assets, primarily inventory and capitalized software related to a restructuring
of its digital videoconferencing products division. During fiscal 1998, the
products that were previously developed by the Company's wholly-owned
subsidiary, CLI, represented a smaller proportion of total product revenue due
to the transition of the Company's combined product offering to the Company's
ESA-based products. The products of the Company's wholly-owned subsidiary, CLI,
generally have a lower gross margin than the ESA-based products. During the year
ended July 31, 1997 the Company's restated combined revenues consisted of a
higher proportion of revenues from CLI, which resulted in a lower gross margin
on a combined basis. The higher proportion of product revenues from the ESA
platform products resulted in a higher blended gross margin for the year ended
July 31, 1998.

Gross margins declined from the seven months ended July 31, 1995 to the
seven months ended July 31, 1996 as service and integration revenues became a
larger proportion of total revenues during the seven months ended July 31, 1996
due to incremental revenues generated by the Company's systems integration and
service operations which were acquired in November 1995. The Company's systems
integration and service operations carry a lower gross margin percentage than
its product revenues such that the Company's overall gross margin is lower.
Although the systems integration and service revenues related to assets acquired
in connection with the ICS Transaction generally carry a lower gross margin, the
systems integration and service activities also generally carry lower operating
expenses than the Company's other revenue sources.

The Company expects gross margin pressures due to price competitiveness
in the industry, shifts in the product sales mix and anticipated offerings of
new products, which may carry a lower gross margin. The Company expects that
overall price competitiveness in the industry will continue to become more
intense as users of digital visual communication systems attempt to balance
performance, functionality and cost. The Company's gross margin is subject to
fluctuation based on pricing, production costs and sales mix.

Selling, general and administrative

Selling, general and administrative expenses of $64.8 million in fiscal
1998 decreased by 1% from $65.4 million in fiscal 1997, which increased by 5%
from $62.5 million in fiscal 1995. Selling, general and administrative expenses
were 33%, 34% and 36% of revenues for the years ended December 31, 1995 and July
31, 1997 and 1998.

Selling, general and administrative expenses increased from the year
ended December 31, 1995 to the year ended July 31, 1997 despite consistent
revenues during these periods. The increase in selling, general and
administrative expenses is due to the incremental selling, general and
administrative expenses associated with the Company's Professional Services
Group which was acquired in connection with the ICS Transaction in November
1995. The selling, general and administrative expenses incurred by the
Professional Services Group resulted in an increase of nearly 100% in
professional services revenues from the year ended December 31, 1995 to the year
ended July 31, 1997.

Selling, general and administrative expenses as a percentage of revenue
increased from the year ended July 31, 1997 to the year ended July 31, 1998
despite a decline in revenues during these periods. The proportionate increase
was due to investments made by the

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Company during the year ended July 31, 1998 related to marketing and branding
campaigns which were designed to provide brand awareness for VTEL's products and
to establish VTEL as an industry leader in digital visual communications.
Additionally, Merger transition issues related to the combination of the sales
forces of VTEL and CLI contributed to an increase in selling, general and
administrative expenses without a proportionate increase in revenues. The
Company has completed all Merger transition activities and its sales force is
operating effectively as a single organization. Therefore, the Company expects
to be able to generate higher revenue productivity in the future from the
combined sales force.

Selling, general and administrative expenses increased from $31.4
million for the seven months ended July 31, 1995 to $38.8 million for the seven
months ended July 31, 1996, an increase of 24%. Selling, general and
administrative expenses were 32% and 40% of revenues for the seven months ended
July 31, 1995 and 1996. Selling, general and administrative expenses increased
from the seven months ended July 31, 1995 to the seven months ended July 31,
1996 due to the incremental selling, general and administrative expenses
associated with the Professional Services Group acquired in connection with the
ICS Transaction in November 1995 and a $1.7 million charge taken by the
Company's wholly-owned subsidiary, CLI, during the seven months ended July 31,
1996 to restructure its videoconferencing business. The charges related
primarily to severance and related costs associated with headcount reductions.

Research and development expense

Research and development expenses of $19.9 million in fiscal 1998
decreased by 19% from $24.5 million in fiscal 1997, which increased by 15% from
$21.3 million in 1995. Research and development expenses were 11%, 13% and 11%
of revenues for the years ended December 31, 1995 and July 31, 1997 and 1998.
The increase in research and development expenses from the year ended December
31, 1995 to the year ended July 31, 1997 is the result of higher software
development costs capitalized during the year ended December 31, 1995.
Subsequent to December 31, 1995, the Company's wholly-owned subsidiary, CLI,
reduced its development emphasis on projects which required software
capitalization resulting in a reduction of capitalized software development
costs during the year ended July 31, 1997. Merger-related expenses recorded
during the year ended July 31, 1997 included a $3.2 million charge for the
write-off of capitalized research and development cost incurred by CLI for
products that were discontinued subsequent to the Merger.

The decrease in research and development expenses from the year ended
July 31, 1997 to the year ended July 31, 1998 reflects the efficiencies realized
by combining the research and development efforts of VTEL and CLI subsequent to
the Merger. The Company migrated to a single product platform by eliminating
CLI's product platform. The research and development capabilities of both
companies were then focused on a single platform such that Company could make a
larger investment in its ESA(TM) platform while reducing the overall research
and development expenses of the combined companies. Additionally, during the
year ended July 31, 1998, the Company capitalized $0.98 million of software
development costs related to new product developments resulting in a reduction
in research and development expenses recorded during the year.

Research and development expenses increased from $11.9 million for the
seven months ended July 31, 1995 to $16.3 million for the seven months ended
July 31, 1996, an increase of 37%. Research and development expenses were 12%
and 17% of revenues for the seven months ended July 31, 1995 and 1996. Research
and development expenses increased from the seven months ended July 31, 1995 to
the seven months ended July 31, 1996 as a result of the Company's efforts to
develop its Leadership Conferencing(TM) and Team Conferencing(TM) systems which
were introduced at the end of calendar 1995 and the beginning of calendar 1996,
respectively. Research and development expenses also increased as a result of
the reassignment of Company research and development personnel who had been
involved with the Intel joint development projects in 1995 to the Company's
other projects (see Note 9 to the Company's Consolidated Financial Statements).
Additionally, research and development expenses increased as a result of the
Company's wholly-owned subsidiary, CLI, shifting its development efforts from
software development to hardware development during the seven months ended July
31, 1996, which resulted in less capitalization of development costs related to
software development.

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The market for the Company's products is characterized by rapidly
changing technology, evolving industry standards and frequent product
introductions. New products are generally characterized by increased
functionality and better picture quality at lower bandwidths and at reduced
prices. The introduction of products, by either the Company or its competitors,
embodying new technology and the emergence of new industry standards may render
existing products obsolete and unmarketable. The Company's ability to
successfully develop and introduce on a timely basis new and enhanced products
that embody new technology, anticipate and incorporate evolving industry
standards and achieve levels of functionality and prices acceptable to the
market will be a significant factor in the Company's ability to grow and to
remain competitive. Although the percentage of revenues invested by the Company
in research and development may vary from period to period, the Company is
committed to investing in its research and development programs.

Merger and other expense

Merger and other expense decreased from $29.4 million in fiscal 1997 to
a $1.5 million credit to income in fiscal 1998. Merger and other expenses of
$29.4 million recorded during fiscal 1997 consisted of transaction expenses of
$5.7 million and restructuring and other expenses of $23.7 million. See Note 1
to the Consolidated Financial Statements.

In connection with the Merger, the Company made the decision to
discontinue the CLI productline and made the transition to a single product
platform, VTEL's Enterprise Series Architecture (ESA) platform. The Company also
made the decision to reduce duplicate operating functions, which resulted in a
reduction in the workforce of CLI. The merger transition plan also resulted in a
charge in fiscal 1997 for the obsolescence of all the remaining CLI inventory
related to the discontinued products ($3.5 million) and the impairment of excess
and unproductive assets ($9.0 million). Asset impairment was determined by
estimating the lower of the asset's carrying amount or fair value less cost to
sell.

Management determined that, based on unanticipated favorable events
that occurred during fiscal 1998, including resolution of certain litigation and
other matters, a reversal of certain accruals totaling $2.6 million should be
recorded in fiscal 1998. Separately, a charge of $1.0 million was recorded to
reflect the final write-off and disposal costs of remaining discontinued CLI
inventory, which had previously been held for sale.

Interest income and expense

Interest income was $1.8 million, $2.7 million and $1.2 million for the
years ended December 31, 1995 and July 31, 1997 and 1998 and was $0.7 million
and $1.9 million for the seven months ended July 31, 1995 and 1996. Changes in
interest income are based on interest rates earned on invested cash and cash
balances available for investment. In October 1995, the Company completed a
secondary offering which generated net proceeds of approximately $57.0 million.
The increase in the cash balances of the Company resulted in the increases in
interest income for the seven months ended July 31, 1996 and the year ended July
31, 1997. Similarly in October 1996, the Company's wholly-owned subsidiary, CLI,
completed a private placement of preferred stock which generated net proceeds of
approximately $7.0 million. The resulting increase in cash balances caused
interest income for fiscal 1997 to be higher as compared with the previous
periods presented. The decrease in the interest income during fiscal 1998 is the
result of the reduced cash balances due to Merger related expenditures incurred.

Interest expense was $1.1 million, $1.6 million and nil for the years
ended December 31, 1995 and July 31, 1997 and 1998 and was $0.7 million and $0.4
million for the seven months ended July 31, 1995 and 1996. Interest expense
relates almost entirely to the Company's wholly-owned subsidiary, CLI, which
relied on lines of credit to fund working capital and capital investment
requirements. Interest expense increased from the year ended December 31, 1995
to the year ended July 31, 1997 as a result of higher average borrowings at
higher interest rates during the year ended July 31, 1997. The Company incurred
less interest expense during the seven months ended July 31, 1996 in comparison
with the seven months ended July 31, 1995 as a result of a decrease in average
borrowings during the seven months ended July 31, 1996. No interest expense was
incurred during fiscal 1998 as the Company repaid all outstanding debt prior to
July 31, 1997.

Income taxes

The Company has experienced substantial changes in ownership as defined
by the Internal Revenue Code. These changes result in annual limitations of the
amount of net operating loss carryforward generated prior to each change which
can be utilized to offset future taxable income. As a result of the ownership
change at CLI at the date of the Merger, a portion of CLI's net operating loss
carryforward generated prior to the Merger will never be available to offset
future taxable income due to the effect of the annual limitation and the
expiration of the related net operating losses. Therefore, the unavailable
portion of the net operating loss carryforward is not considered in determining
the deferred tax asset at July 31, 1998.

At July 31, 1998, the Company had total domestic net operating loss
carryforwards of $85.7 million ($26.6 million and $59.1 million for VTEL and
CLI, respectively). The portions of these carryforwards available for
utilization during fiscal 1999 (in consideration of the annual limitations) are
$52.7 million. Additional net operating

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losses created prior to the changes in control of $2,574 become available in
each subsequent year and accumulate if not used until such net operating losses
expire.

Due to the uncertainty surrounding the timing of realizing the benefits
of its favorable tax attributes in future tax returns, the Company has placed a
full valuation allowance against its net deferred tax asset. Accordingly, no
deferred taxes have been recorded for the year ended December 31, 1995, for the
seven months ended July 31, 1996 and for the years ended July 31, 1997 and 1998.

Discontinued operations

In November 1995, the Company's wholly-owned subsidiary, CLI, adopted a
plan to discontinue operations of its broadcast products division and focus its
efforts and resources in developing and marketing videoconferencing products.
CLI subsequently developed a restructuring plan for its videoconferencing
products division which resulted in adjustments that were recorded during the
year ended December 31, 1995 related to the carrying amounts of certain assets,
primarily inventories, capitalized software development costs and accounts
receivable. During the seven months ended July 31, 1996, CLI also reduced its
workforce and identified a number of offices that would be closed as management
of CLI determined that these offices would not produce future economic benefit.
Severance and office closure expenses totaling approximately $1.7 million
associated with these actions are reflected in the result of operations for the
seven months ended July 31, 1996. All employees were terminated, office closures
were effected and amounts paid prior to the Merger of VTEL & CLI.

In June 1996, CLI completed the sale of certain assets of its broadcast
products division. During the year ended July 31, 1997, CLI revised the amount
of loss associated with disposing of the broadcast products division and
recorded an additional charge of $7.8 million, primarily due to additional
at-risk receivables that were subsequently identified (see Note 6 to the
Consolidated Financial Statements).

Net income (loss)

The Company generated net losses from continuing operations of $17.3
and $44.3 million for the years ended December 31, 1995 and July 31, 1997 and
$4.3 million and $18.5 million for the seven months ended July 31, 1995 and
1996. In fiscal 1998, the Company recorded net income from continuing operations
of $2.8 million. The net loss incurred during the year ended December 31, 1995
reflects charges taken by CLI related to settlement of litigation and
restructuring charges. A larger net loss was incurred for the year ended July
31, 1997 due to charges of $29.4 million taken related to the Merger (see Note 1
to the Consolidated Financial Statements). The Company generated net income
during fiscal 1998 as a result of a reduction of operating expenses which was
greater than the decline in revenues and several nonrecurring events. The
reduction of operating expenses was due to operating efficiencies gained by
combining VTEL and CLI after the Merger, including the elimination of duplicate
costs and focusing combined company resources on a single product platform and
operating plan. Additionally, the Company generated income of approximately $1.3
million (net of expenses) from a planned non-recurring real estate transaction
which eliminated duplicate corporate headquarter facilities. During the year
ended July 31, 1998, the Company capitalized approximately $0.8 million of
internal costs associated with the implementation of the Oracle(R) Enterprise
Resource Planning System and $0.98 million of software development costs. Due to
the favorable resolution of certain Merger-related issues during the year ended
July 31, 1998, the Company was able to record a net credit to income of
approximately $1.5 million due to the reversal of certain Merger and other
accruals that were recorded as of July 31, 1997. As management had anticipated
the additional income increase and operating expense reductions, the Company was
able to take advantage of these benefits by investing in discretionary marketing
and branding campaigns to provide brand awareness for VTEL's products and to
establish VTEL as an industry leader in digital visual communications.

The increase in net losses incurred from the seven months ended July
31, 1995 to the seven months ended July 31, 1996 is the result of independent
charges taken by both VTEL and its wholly-owned subsidiary, CLI, related to
restructuring activities and the effect of CLI's decision to discontinue
operations relating to its broadcast products division in November 1995.

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Other factors affecting results of operations

The Company's future results of operations and financial condition
could be impacted by the following factors, among others: trends in the
videoconferencing market segment, introduction of new products by competitors,
increased competition due to the entrance of other companies into the
videoconferencing market segment - especially more established companies with
greater resources than those of the Company, delay in the introduction of higher
performance products, market acceptance of new products introduced by the
Company, price competition, interruption of the supply of low-cost products from
third-party manufacturers, changes in general economic conditions in any of the
countries in which the Company does business, adverse legal disputes and delays
in purchases relating to federal government procurement.

There can be no assurance that the present and potential customers of
the Company will continue their current buying patterns without regard to the
Merger, and any significant delay or reduction in orders could have an adverse
effect on the near-term business and results of operations of the combined
company.

Generally, the shares issued by the Company to consummate the Merger
are freely tradable, subject to certain resale restrictions for affiliates
pursuant to Rules 144 or 145 under the Securities Act. An aggregate of
approximately 1.1 million of the shares issued in the Merger are beneficially
owned by affiliates of CLI and therefore, subject to resale restrictions.
However, the Company provided certain registration rights to the holders of such
shares. The sale of a significant number of the foregoing shares could cause
substantial fluctuations in the price of the Company's Common Stock over short
time periods.

Due to the factors noted above and elsewhere in Management's Discussion
and Analysis of Financial Condition and Results of Operations, the Company's
past earnings and stock price have been, and future earnings and stock price
potentially may be, subject to significant volatility, particularly on a
quarterly basis. Past financial performance should not be considered a reliable
indicator of future performance and investors are cautioned in using historical
trends to anticipate results or trends in future periods. Any shortfall in
revenue or earnings from the levels anticipated by securities analysts could
have an immediate and significant effect on the trading price of the Company's
Common Stock in any given period. Also, the Company participates in a highly
dynamic industry which often contributes to the volatility of the Company's
Common Stock price.

Further, this Annual Report on Form 10-K contains forward-looking
statements, within the meaning of the Private Securities Litigation Reform Act
of 1995, that relate to future results or events and are based on the Company's
current expectations. There are many factors that affect the Company's business
and results of operations, all of which involve risks and uncertainties that
could cause actual results to differ materially from those reflected in those
forward-looking statements, including the risks discussed above and elsewhere
herein.

Share repurchase program

During the seven months ended July 31, 1996, the Company adopted a
share repurchase program pursuant to which the Company repurchased shares of its
Common Stock in the open market. During fiscal 1997, the Company purchased
455,200 shares of its Common Stock for approximately $3.7 million. All of the
repurchased shares were reissued during fiscal 1997 to fulfill requirements for
the Company's Common Stock. In February 1997, the Company terminated the stock
repurchase program.

In August 1998, the Company announced its plan to repurchase up to
2,000,000 shares of VTEL Common Stock. As of October 12, 1998, the Company had
repurchased approximately 465,000 shares of its Common Stock for approximately
$2.0 million. The repurchased shares will be used to fulfill requirements for
the Company's stock including stock option exercises or stock issuances under
business combination transactions.

8

11
Liquidity and capital resources

At July 31, 1998, the Company had working capital of $41.5 million,
including $29.7 million in cash, cash equivalents and short-term investments.
Cash provided by operating activities was $8.8 million for the year ended
December 31, 1995. Cash used by operating activities was $15.2 million for the
year ended July 31, 1997. Cash provided by operating activities was $19.6
million for the year ended July 31, 1998. Cash used by operating activities was
$1.0 million and $11.1 million for the seven months ended July 31, 1995 and
1996. Changes in cash from operating activities are primarily the result of the
net losses or income generated by the Company and changes in working capital,
primarily increases and decreases in accounts receivable, inventories and
accounts payable.

Cash used in investing activities was $77.9 million for the year ended
December 31, 1995 as compared to cash provided by investing activities of $23.3
million for the year ended July 31, 1997. Cash used in investing activities
during the 1995 period was the result of increased capital expenditures for
property and equipment used to support the growth in the Company's operations,
primarily sales and marketing and product development efforts, and the
investment of the cash proceeds from the Company's secondary offering in
November 1995 which netted approximately $57.0 million less the cash used of
approximately $10.7 million to purchase the systems integration and service
operations in connection with the ICS Transaction. During fiscal 1997, cash
provided by investing activities was primarily due to the net sale of
investments to finance the Company's operations during the period, which
included large cash requirements associated with the Merger. Cash used in
investing activities was $10.6 million for the year ended July 31, 1998 and was
primarily the result of expenditures related to leasehold improvements in Austin
and Sunnyvale, the implementation of the Oracle(R) Enterprise Resource Planning
System and purchases of equipment.

Cash used in investing activities was $16.4 million for the seven
months ended July 31, 1995 compared with cash provided by investing activities
of $1.2 million for the seven months ended July 31, 1996. Cash used in investing
activities was primarily the result of capital expenditures. Capital
expenditures were $11.0 million and $11.1 million for the seven months ended
July 31, 1995 and 1996. Cash provided by investing activities during the seven
months ended July 31, 1996 included the proceeds from the sale of assets related
to discontinued operations of the Company's wholly-owned subsidiary, CLI.

Cash provided by financing activities was $69.2 million for the year
ended December 31, 1995 as compared to cash used by financing activities of $5.1
million for the year ended July 31, 1997 and cash provided by financing
activities of $1.6 million for the year ended July 31, 1998. Cash used in
financing activities during fiscal 1997 was primarily the result of the purchase
of treasury stock by the Company and the repayment of debt by the Company's
wholly-owned subsidiary, CLI, offset by the sale of preferred stock by CLI
during the year ended July 31, 1997. Cash provided by financing activities for
the year ended July 31, 1998 relates to the issuance of stock under the
Company's stock option and stock purchase plans (see Note 8 to the Company's
Consolidated Financial Statements).

Cash provided by financing was $4.9 million for the seven months ended
July 31, 1995 compared to cash used in financing activities of $3.9 million for
the seven months ended July 31, 1996. Cash provided by financing activities
during the seven months ended July 31, 1995 was related to the sale of stock by
the Company's wholly-owned subsidiary, CLI, which netted approximately $4.9
million. Cash used in financing activities during the seven months ended July
31, 1996 was related to the reduction in borrowings of approximately $4.4
million from cash generated from the sale of the broadcast products division in
June 1996 by CLI.

The Company has a $25.0 million revolving line of credit available with
a banking syndicate. The Company has issued a letter of credit totaling $1.2
million under its revolving line of credit as a lease deposit on one of its
facilities. No amounts have been drawn under the syndicated line of credit. The
Company's principal sources of liquidity at July 31, 1998 consist of $29.7
million of cash, cash equivalents and short-term investments and amounts
available under the Company's revolving line of credit.

9

12
Legal Matters

CLI is currently engaged in several legal proceedings relating to
matters arising prior to the Merger. There can be no assurance that CLI's legal
proceedings can be resolved favorably to CLI or VTEL. Such legal proceedings, if
continued for an extended period of time, could have an adverse effect upon
CLI's working capital and management's ability to concentrate on its business.
An unfavorable outcome in any one or several such legal proceedings could have a
material adverse effect on CLI and hence, VTEL.

In a complaint filed on December 20, 1993 in the United States District
Court in Dallas, Texas, Datapoint Corporation ("Datapoint") alleged that CLI had
infringed two United States patents owned by Datapoint relating to video
conferencing networks. The complaint sought a judgement of infringement,
monetary damages, injunctive relief and attorneys' fees. CLI responded to the
complaint by denying the material allegations of the complaint and asserting
affirmative defenses. In July 1998, the United States District Court dismissed
the civil action filed by Datapoint.

In June 1997, Keytech, S.A. ("Keytech") filed suit against CLI in the
United States District Court in Tampa, Florida. Keytech was a distributor of
satellite encoder and decoder products manufactured by a division of CLI which
was sold by CLI in June 1996. Keytech has asserted that the equipment sold was
defective and did not conform to contract specifications and express and implied
warranties. Keytech has asserted damages in excess of $20 million based on its
allegations of breach of contract, breach of warranties and fraud. CLI has filed
an answer denying liability and has asserted cross-claims against Keytech for
amounts due and unpaid for equipment sold by CLI to Keytech.

10

13
Impact of Year 2000

Many computer systems experience problems handling dates beyond the
year 1999. Therefore, some computer hardware and software will need to be
modified prior to the Year 2000 in order to remain functional. The Company
believes that its products are Year 2000 compliant. While the Company is not
currently aware of any Year 2000 compliance issues with its products, no
assurances can be made that problems will not arise such as customer problems
with other software programs, operating systems or hardware that disrupt their
use of the Company's products. There can be no assurances that such disruption
would not negatively impact costs and revenues in future years.

The Company has been assured by the vendor of its Enterprise Resource
Planning System that the system is Year 2000 compliant. The Company began
assessing Year 2000 issues and Year 2000 testing of its significant management
information systems during fiscal 1998.

The Company presently believes that with modifications to existing
software and conversions to new software, the Year 2000 issue can be mitigated.
It is not anticipated that there will be a significant increase in costs as much
of the Year 2000 activities will be a continuation of the on-going process to
improve all the Company's systems. The Company has not estimated the total costs
of Year 2000 compliance and related contingency planning as Year 2000 compliance
assessments are still in process. However, the company does not anticipate that
Year 2000 issues will result in material incremental costs to the Company. The
Company plans to complete the Year 2000 project during fiscal 1999. However, if
such modifications and conversions are not made, or are not completed in a
timely manner, the Year 2000 issue could have a material impact on the
operations of the Company. Specific factors that might cause a material impact
include, but are not limited to, availability and cost of personnel trained in
this area, the ability to locate and correct all relevant computer codes,
failure by third parties to timely convert their systems, and similar
uncertainties.

Recent Accounting Pronouncements

In June 1997, the Financial Accounting Standards Board (FASB) issued
SFAS No. 130, "Reporting Comprehensive Income." SFAS No. 130 will require the
Company to report, in addition to net income, comprehensive income and its
components including, as applicable, foreign currency items and unrealized gains
and losses on certain investments in debt and equity securities. The Company is
required to adopt SFAS No. 130 for its fiscal year ended July 31, 1999. The
Company expects that the adoption of SFAS No. 130 will not have a material
impact on its financial position or its results of operations.

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." SFAS No. 131 establishes standards
for reporting information about a company's operating segments. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. Under SFAS No. 131, operating segments are
to be determined consistent with the way management organizes and evaluates
financial information internally for making operating decisions and assessing
performance. The Company is required to adopt SFAS No. 131 for its fiscal year
ended July 31, 1999. The Company expects that the adoption of SFAS No. 131 will
not have a material impact on its financial position or its results of
operations.

In June 1998, FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to as
derivatives) and for hedging activities. SFAS No. 133 requires the recognition
of all derivatives as either assets or liabilities in the statement of financial
position and the measurement of those instruments at fair value. The Company is
required to adopt this standard in the first quarter of fiscal 2000. The Company
expects that the adoption of SFAS No. 133 will not have a material impact on its
financial position or its results of operations.

11

14

In October 1997, the American Institute of Certified Public Accountants
issued Statement of Position (SoP) 97-2, "Software Revenue Recognition," which
provides guidance for recognizing revenue on software sales such that certain
amounts are deferred for future obligations such as software upgrades and
product support. The Company will adopt SOP 97-2 effective August 1, 1998. The
Company does not expect that the new pronouncement will have a material impact
on its financial position or results of operations.

In March 1998, the Accounting Standards Executive Committee of the
American institute of Certified Public Accountants, issued Statement of Position
98-1 (SoP 98-1), "Accounting for the Cost of Computer Software Developed or
Obtained for Internal Use," which requires the capitalization of certain
internal costs related to the implementation of computer software obtained for
internal use. In consideration of the Company's implementation of the Oracle
Enterprise Resource Planning Software System, the Company's Management resource
planning, transaction processing and financial accounting system, the Company
early adopted SoP 98-1 during fiscal 1998. In accordance with SoP 98-1, the
Company capitalized $0.8 million of internal costs associated with the
implementation of the Oracle Enterprise Resource Planning Software System during
the year ended July 31, 1998. The system was placed into operation on August 1,
1998 and will be amortized over 5 years.

* * *

12

15

INDEX TO FINANCIAL STATEMENTS

Report of Independent Accountants                                                   14

Independent Auditors' Report                                                        15

Financial Statements:

Consolidated Balance Sheet as of July 31, 1997 and 1998                       16

Consolidated Statement of Operations for the year ended December 31, 1995,
the seven months ended July 31, 1995 (unaudited) and 1996, and the
years ended July 31, 1997 and 1998                                       17

Consolidated Statement of Changes in Stockholders' Equity for the year
ended December 31, 1995, the seven months ended July 31, 1996 and the
years ended July 31, 1997 and 1998                                       18

Consolidated Statement of Cash Flows for the year ended December 31, 1995,
the seven months ended July 31, 1995 (unaudited) and 1996, and the
years ended July 31, 1997 and 1998                                       19

Notes to Consolidated Financial Statements                                    20

13

16
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Stockholders of VTEL Corporation

In our opinion, based upon our audits and the report of other auditors,
the consolidated financial statements listed in the accompanying index present
fairly, in all material respects, the financial position of VTEL Corporation and
its subsidiaries at July 31, 1997 and 1998, and the results of their operations
and their cash flows for the year ended December 31, 1995, for the seven months
ended July 31, 1996, and for each of the two years in the period ended July 31,
1998 in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We did not audit the financial statements of Compression Labs,
Incorporated, which statements reflect total revenues of $112,979,000 for the
year ended December 31, 1995. Those statements were audited by other auditors
whose report thereon has been furnished to us, and our opinion expressed herein,
insofar as it related to the amounts included for Compression Labs,
Incorporated, is based solely on the report of the other auditors. We conducted
our audits of the consolidated financial statements in accordance with generally
accepted auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits and the report of other auditors provide a reasonable basis for the
opinion expressed above.

PricewaterhouseCoopers LLP

Austin, Texas
September 22, 1998

14

17
INDEPENDENT AUDITORS' REPORT

The Stockholders and Board of Directors
of Compression Labs, Incorporated

We have audited the consolidated statements of operations, changes in
stockholders' equity and of cash flows of Compression Labs, Incorporated and
subsidiaries for the year ended December 31, 1995 (not presented herein). In
connection with our audits of the aforementioned consolidated financial
statements, we have also audited the financial statement schedule. These
consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements of Compression
Labs, Incorporated referred to above present fairly, in all material respects,
the results of their operations and their cash flows for the year ended December
31, 1995, in conformity with generally accepted accounting principles. Also, in
our opinion, such financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly,
in all material respects, the information set forth herein.

KPMG LLP

Mountain View, California
March 13, 1996

15

18
VTEL CORPORATION

CONSOLIDATED BALANCE SHEET
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
- --------------------------------------------------------------------------------

JULY 31,
1997           1998

ASSETS
Current assets:
Cash and equivalents                                                   $   4,757      $  15,191
Short-term investments                                                    20,299         14,484
Accounts receivable, net of allowance for doubtful
accounts of $10,722 and $9,447 at July 31, 1997 and 1998                43,707         40,527
Inventories                                                               22,244         12,951
Prepaid expenses and other current assets                                  2,891          2,533
---------      ---------
Total current assets                                                   93,898         85,686

Property and equipment, net                                                   21,660         28,106
Intangible assets, net                                                        12,768         11,812
Other assets                                                                   2,809          3,685
---------      ---------
$ 131,135      $ 129,289
=========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable                                                       $  25,699      $  22,600
Accrued merger and other expenses                                          9,704          1,741
Accrued compensation and benefits                                          4,552          5,258
Other accrued liabilities                                                  3,070          2,791
Deferred revenue                                                          11,345         11,793
---------      ---------
Total current liabilities                                              54,370         44,183

Long-term liabilities                                                             --          3,848
---------      ---------
Total liabilities                                                      54,370         48,031
---------      ---------

Commitments and contingencies (Note 11)                                           --             --

Stockholders' equity:
Preferred stock, $.01 par value; 10,000,000 authorized;
none issued or outstanding                                                  --             --
Common stock, $.01 par value; 40,000,000 authorized;
22,873,000 and 23,227,000 issued and outstanding
at July 31, 1997 and 1998                                                  229            232
Additional paid-in capital                                               254,880        256,594
Accumulated deficit                                                     (178,234)      (175,455)
Cumulative translation adjustment                                              5            (37)
Unearned compensation                                                       (115)           (76)
---------      ---------
Total stockholders' equity                                             76,765         81,258
---------      ---------
$ 131,135      $ 129,289
=========      =========

The accompanying notes are an integral part of these
consolidated financial statements.

16

19
VTEL CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
- --------------------------------------------------------------------------------

FOR THE YEAR          FOR THE SEVEN                FOR THE YEARS
ENDED              MONTHS ENDED                     ENDED
DECEMBER 31             JULY 31,                      JULY 31,
1995           1995           1996           1997           1998
(UNAUDITED)

REVENUES:
Products                                              $ 169,455      $  89,207      $  74,098      $ 150,791      $ 134,775
Services and other                                       21,619          8,872         22,864         40,232         44,909
---------      ---------      ---------      ---------      ---------
191,074         98,079         96,962        191,023        179,684
---------      ---------      ---------      ---------      ---------

COST OF SALES:
Products                                                109,653         52,523         44,390         87,231         65,811
Services and other                                       14,578          5,585         16,592         29,090         28,916
---------      ---------      ---------      ---------      ---------
124,231         58,108         60,982        116,321         94,727
---------      ---------      ---------      ---------      ---------
Gross margin                                                 66,843         39,971         35,980         74,702         84,957
---------      ---------      ---------      ---------      ---------

Selling, general and administrative                          62,511         31,397         38,842         65,399         64,802
Research and development                                     21,283         11,878         16,274         24,460         19,892
Merger and other                                                897            897            553         29,397         (1,536)
Amortization of intangible assets                                80             --            560            960            960
---------      ---------      ---------      ---------      ---------
Total operating expenses                                 84,771         44,172         56,229        120,216         84,118
---------      ---------      ---------      ---------      ---------

Income (loss) from operations                           (17,928)        (4,201)       (20,249)       (45,514)           839
---------      ---------      ---------      ---------      ---------

OTHER INCOME (EXPENSE):
Interest income                                           1,802            699          1,901          2,736          1,242
Interest expense                                         (1,142)          (655)          (424)        (1,582)           (27)
Other                                                        54            164            265             77            762
---------      ---------      ---------      ---------      ---------
714            208          1,742          1,231          1,977
---------      ---------      ---------      ---------      ---------

Net income (loss) from continuing operations
before benefit (provision) for income taxes             (17,214)        (3,993)       (18,507)       (44,283)         2,816

Benefit (provision) for income taxes                        (87)          (342)            --             12            (37)
---------      ---------      ---------      ---------      ---------
Net income (loss) from continuing operations                (17,301)        (4,335)       (18,507)       (44,271)         2,779
---------      ---------      ---------      ---------      ---------

DISCONTINUED OPERATIONS:
Net income (loss) from discontinued operations           (1,941)           524             --         (7,783)            --
Loss on disposal                                        (34,601)            --             --             --             --
---------      ---------      ---------      ---------      ---------
Net income (loss) from discontinued operations              (36,542)           524             --         (7,783)            --
---------      ---------      ---------      ---------      ---------

Net income (loss)                                         $ (53,843)     $  (3,811)     $ (18,507)     $ (52,054)     $   2,779
=========      =========      =========      =========      =========

COMPUTATION OF NET INCOME (LOSS) PER SHARE:

Net income (loss) from continuing operations              $ (17,301)     $  (4,335)     $ (18,507)     $ (44,271)     $   2,779
Deemed preferred stock dividend related to
conversion discount                                          --             --             --         (2,527)            --
---------      ---------      ---------      ---------      ---------
Adjusted net income (loss) from continuing operations       (17,301)        (4,335)       (18,507)       (46,798)         2,779

Net income (loss) from discontinued operations              (36,542)           524             --         (7,783)            --
---------      ---------      ---------      ---------      ---------

Net income (loss) applicable to common stock              $ (53,843)     $  (3,811)     $ (18,507)     $ (54,581)     $   2,779
=========      =========      =========      =========      =========

BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE:
Income (loss) from continuing operations                  $   (0.90)     $   (0.24)     $   (0.87)     $   (2.10)     $    0.12
Income (loss) from discontinued operations                    (1.91)          0.03             --          (0.35)            --
---------      ---------      ---------      ---------      ---------
Net income (loss) per share                               $   (2.81)     $   (0.21)     $   (0.87)     $   (2.45)     $    0.12
=========      =========      =========      =========      =========

WEIGHTED AVERAGE SHARES OUTSTANDING
Basic                                                        19,131         17,821         21,393         22,255         23,057
=========      =========      =========      =========      =========
Diluted                                                      19,131         17,821         21,393         22,255         23,458
=========      =========      =========      =========      =========

The accompanying notes are an integral part
of these consolidated financial statements.

17

20
VTEL CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(AMOUNTS IN THOUSANDS)
- --------------------------------------------------------------------------------

COMMON STOCK       
------------------------     ADDITIONAL                                     TOTAL
NUMBER OF                     PAID-IN      ACCUMULATED                  STOCKHOLDERS'
SHARES         AMOUNT        CAPITAL        DEFICIT         OTHER         EQUITY
---------      ---------     ---------      ---------      ---------      ---------

BALANCE AT DECEMBER 31, 1994            16,759      $     168     $ 175,235      $ (51,363)     $     145      $ 124,185
Proceeds from sale of stock          3,312             33        61,927             --             --         61,960
Proceeds from stock issued
under employee plans                 546              5         3,220             --             --          3,225
Exercise of stock warrants              15             --           249             --             --            249
Stock issued for acquired
assets (Note 3)                      260              3         3,721             --             --          3,724
Amortization of unearned
compensation                          --             --            --             --             21             21
Foreign currency translation
adjustment                            --             --            --             --             (9)            (9)
Net loss                                --             --            --        (53,843)            --        (53,843)
---------      ---------     ---------      ---------      ---------      ---------
BALANCE AT DECEMBER 31, 1995            20,892            209       244,352       (105,206)           157        139,512
Proceeds from stock issued
under employee plans                 178              2         1,237             --             --          1,239
Proceeds from exercise
of stock warrants                    428              4            (4)            --             --             --
Foreign currency translation
adjustment                            --             --            --             --             (6)            (6)
Net loss                                --             --            --        (18,507)            --        (18,507)
---------      ---------     ---------      ---------      ---------      ---------
BALANCE AT JULY 31, 1996                21,498            215       245,585       (123,713)           151        122,238
Proceeds from sale of stock          1,258             13         7,703             --             --          7,716
Proceeds from stock issued
under employee plans                 572              1         2,503             --             --          2,504
Purchase and issuance of
treasury stock                      (455)            --        (1,275)        (2,467)            --         (3,742)
Unearned compensation                   --             --           364             --           (364)            --
Amortization of unearned
compensation                          --             --            --             --            249            249
Foreign currency translation
adjustment                            --             --            --             --           (146)          (146)
Net loss                                --             --            --        (52,054)            --        (52,054)
---------      ---------     ---------      ---------      ---------      ---------
BALANCE AT JULY 31, 1997                22,873            229       254,880       (178,234)          (110)        76,765
Proceeds from stock issued
under employee plans                 344              3         1,473             --             --          1,476
Common stock and warrants
issued for acquisition                10             --           153             --             --            153
Unearned compensation                   --             --            88             --            (88)            --
Amortization of unearned
compensation                          --             --            --             --            127            127
Foreign currency translation
adjustment                            --             --            --             --            (42)           (42)
Net income                              --             --            --          2,779             --          2,779
---------      ---------     ---------      ---------      ---------      ---------
BALANCE AT JULY 31, 1998                23,227      $     232     $ 256,594      $(175,455)     $    (113)     $  81,258
=========      =========     =========      =========      =========      =========

The accompanying notes are an integral part
of these consolidated financial statements.

18

21
VTEL CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
- --------------------------------------------------------------------------------

FOR THE YEAR         FOR THE SEVEN                 FOR THE YEARS
ENDED              MONTHS ENDED                      ENDED
DECEMBER 31,             JULY 31,                      JULY 31,
1995            1995           1996           1997           1998
(UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                     $  (53,843)    $   (3,811)    $  (18,507)    $  (52,054)    $    2,779
Adjustments to reconcile net income (loss)
to net cash from operations:
Depreciation and amortization                          20,898          7,858          8,294         12,667          8,870
Provision for doubtful accounts                            40              8             18          4,145           (119)
Amortization of unearned compensation                      21             11             --            249            127
Amortization of deferred gain                            (100)           (57)           (56)            --             --
Foreign currency translation gain (loss)                   40            (83)          (216)            (3)           112
(Increase) decrease in accounts receivable             (4,007)       (15,651)        10,324            106          3,299
(Increase) decrease in inventories                      9,647           (725)        (7,367)         7,064         10,758
(Increase) decrease in prepaid expenses
and other current assets                             2,107            (76)         2,522           (492)           358
Increase (decrease) in accounts payable                 7,430            263        (11,216)         5,005         (3,099)
Increase (decrease) in accrued expenses                16,156          3,973        (14,562)         6,535         (5,505)
(Decrease) in research and
development advance                                   (190)          (190)            --             (5)            --
Increase (decrease) in deferred revenues                 (912)        (1,098)        (1,378)         2,195          2,172
Increase (decrease) in accrued expenses,
discontinued operations                             11,503          8,614         21,016           (657)            --
----------     ----------     ----------     ----------     ----------
Net cash provided by (used in)
operating activities                              8,790           (964)       (11,128)       (15,245)        19,752
----------     ----------     ----------     ----------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of short-term investments                     (707,280)       (65,148)      (241,994)      (391,628)      (247,223)
Sales and maturities of short-term investments           664,545         68,327        253,671        419,636        253,038
Purchases of property and equipment                      (16,759)       (11,027)       (11,139)       (18,781)       (15,835)
Sales of property and equipment                            1,775          1,054          1,307         11,208            260
Cash paid for acquired assets (Note 3)                   (10,684)            --             --             --             --
(Increase) decrease in capitalized software               (9,371)        (2,958)          (681)         3,561           (984)
(Increase) decrease in other assets                         (103)        (6,662)            69           (745)           104
----------     ----------     ----------     ----------     ----------
Net cash provided by (used in)
investing activities                            (77,877)       (16,414)         1,233         23,251        (10,640)
----------     ----------     ----------     ----------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of stock                       65,434          6,255          1,014          8,044          1,476
Purchase of treasury stock                                    --             --             --         (3,742)            --
Proceeds from the sale of treasury stock                      --             --             --          1,275             --
Principal payments under capital lease obligations          (844)          (436)          (549)            --             --
(Payments) borrowings under line of credit
agreements                                               2,993         (2,801)        (2,766)            --             --
Collateralized borrowings (payments)                       1,597          1,850         (1,589)            --             --
Repayment of short-term debt                                  --             --             --        (10,656)            --
----------     ----------     ----------     ----------     ----------
Net cash provided by (used in)
financing activities                             69,180          4,868         (3,890)        (5,079)         1,476
----------     ----------     ----------     ----------     ----------

Effect of translation exchange rates on cash                     (49)           125            210           (143)          (154)
----------     ----------     ----------     ----------     ----------
Net increase (decrease) in cash and equivalents                   44        (12,385)       (13,575)         2,784         10,434

Cash and equivalents at beginning of period                   15,504         15,504         15,548          1,973          4,757
----------     ----------     ----------     ----------     ----------
Cash and equivalents at end of period                     $   15,548     $    3,119     $    1,973     $    4,757     $   15,191
==========     ==========     ==========     ==========     ==========

SUPPLEMENTAL CASH FLOW INFORMATION:

Income taxes paid                                         $       74     $       27     $       --     $       --     $       --
==========     ==========     ==========     ==========     ==========
Interest paid                                             $    1,142     $      655     $      424     $    1,582     $       --
==========     ==========     ==========     ==========     ==========
Stock issued for acquired assets (Note 3)                 $    3,724     $       --     $       --     $       --     $      153
==========     ==========     ==========     ==========     ==========
Note payable issued for acquired asset                    $       --     $       --     $       --     $       --     $      837
==========     ==========     ==========     ==========     ==========
Stock issued in lieu of repayment of research
and development advance                               $       --     $       --     $       --     $      901     $       --
==========     ==========     ==========     ==========     ==========

The accompanying notes are an integral part
of these consolidated financial statements.

19

22

VTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data unless otherwise noted)
- --------------------------------------------------------------------------------

1.       THE COMPANY

VTEL Corporation ("VTEL" or the "Company") designs, manufactures,
markets, services and supports integrated, multi-media digital visual
communication systems which operate over private and switched digital
communication networks. VTEL distributes its systems to a domestic and
international marketplace through a reseller network and directly to end-user
customers.

On May 23, 1997, shareholders of VTEL and Compression Labs,
Incorporated, a Delaware corporation ("CLI"), approved the merger (the "Merger")
of VTEL-Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of
VTEL ("Merger Sub"), with and into CLI, pursuant to an Agreement and Plan of
Merger and Reorganization (the "Merger Agreement"), with CLI becoming a direct
wholly-owned subsidiary of VTEL. As a result of the Merger, (a) the outstanding
shares of CLI's Common Stock were converted into the right to receive 0.46
shares of Common Stock of VTEL for each share of CLI Common Stock converted (or
cash in lieu of fractional shares otherwise deliverable in respect thereof), and
(b) the outstanding shares of CLI Series C Preferred Stock were converted into
the right to receive 3.15 shares of VTEL Common Stock for each share of CLI
Preferred Stock converted (or cash in lieu of fractional shares otherwise
deliverable in respect thereof). The CLI shares were exchanged for a total of
8,424,741 shares of VTEL Common Stock.

The acquisition was accounted for as a pooling of interests and
accordingly, the consolidated financial statements have been restated for all
periods to include the accounts of CLI. Revenues, net income (loss) from
continuing operations and net income (loss) of the separate companies for the
periods preceding the acquisition were as follows:

VTEL          CLI            TOTAL
---------     ---------     ---------

YEAR ENDED DECEMBER 31, 1995
Revenues                                  $  78,095     $ 112,979     $ 191,074
Net income (loss) from continuing
operations                                   3,739       (21,040)      (17,301)
Net income (loss)                             3,739       (57,582)      (53,843)
SEVEN MONTHS ENDED JULY 31, 1996
Revenues                                  $  50,109     $  46,853     $  96,962
Net loss from continuing operations          (9,899)       (8,608)      (18,507)
Net loss                                     (9,899)       (8,608)      (18,507)
YEAR ENDED JULY 31, 1997 *
Revenues                                  $ 124,438     $  66,585     $ 191,023
Net loss from continuing operations **          556       (44,827)      (44,271)
Net loss                                       (508)      (51,546)      (52,054)

*     Information for CLI is through the date of the Merger, May 23, 1997.
**    Includes loss of $29,397 related to the merger.

20

23
VTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data unless otherwise noted)
- --------------------------------------------------------------------------------

In connection with the Merger, the Company recorded merger and other
expenses of $29,397 during the year ended July 31, 1997 as follows:

TRANSACTION EXPENSES:
Investment banking fees              $    2,391
Legal and accounting fees                 1,600
Other                                     1,663
----------
5,654
----------
RESTRUCTURING AND OTHER:
Asset impairments                         12,469
Reserve for contingent liabilities         5,271
Severance and termination benefits         3,457
Other                                      2,546
----------
23,743
----------
Total                               $   29,397
==========

In connection with the Merger in 1997, the Company made the decision to
discontinue the CLI product-line and made the transition to a single product
platform, VTEL's Enterprise Series Architecture (ESA) platform. The Company also
made the decision to reduce duplicate operating functions, which resulted in a
reduction in the workforce of CLI. These activities resulted in the obsolescence
of all of the remaining CLI inventory related to the discontinued products and
the impairment of excess and unproductive assets resulting from the merger
transition plan. Asset impairment was determined by estimating the lower of the
assets's carrying amount or fair value less cost to sell.

The restructuring activities related to the Merger involved the
involuntary termination of approximately 150 employees over the period from May
23, 1997 (the date of the Merger) to November 30, 1997. The Company expects to
pay the remaining severance and termination benefit liabilities by October 31,
1999.

The major components of the asset impairment recorded at July 31, 1997
are as follows:

Write-down of recorded value of discontinued CLI
inventory due to discontinuance of the CLI product line          $   3,500

Write-off of capitalized software development cost due
to discontinuance of the CLI product line                            3,200

Write-off of purchased software deemed redundant as a 
result of the Merger                                                 1,300

Write-off of unproductive CLI assets (primarily furniture,
fixtures, equipment and leasehold improvements) due to 
workforce reduction subsequent to the Merger                         2,800

Reserve for uncollectible receivables related to sales of 
products which were subsequently discontinued and no 
longer supported                                                     1,669
---------
Total                                                            $  12,469
=========

Other restructuring charges of $2.5 million include $1.6 million
related to the cancellation of purchase commitments that had no future economic
benefit to the discontinued CLI product-line and costs associated with the
closure of redundant facilities. 
21

24

Changes to accrued merger and other and the reserve for asset
impairments during the year ended July 31, 1998 were as follows:

ADDITIONAL  
BALANCE                     CHARGES                                           
AT          PAID IN      IDENTIFIED    DISPOSALS       REVERSED IN      BALANCE AT 
JULY 31,      FISCAL       IN FISCAL     IN FISCAL          FISCAL          JULY 31,
1997          1998           1998         1998              1998             1998
---------     ---------    -----------   -----------      -----------      ----------

ASSET IMPAIRMENTS                        $   5,617     $      --     $   1,000(1)  $  (6,235)       $      --        $     382
=========     =========     =========     =========        =========        =========
ACCRUED MERGER AND OTHER
EXPENSES:
Reserve for contingent liabilities    $   5,162     $  (1,056)    $             $      --        $  (2,622)(2)    $   1,484
Severance and termination
Benefits                                2,414        (2,243)           86            --               --              257
Other                                     2,128        (2,128)           --            --               --               --
---------     ---------     ---------     ---------        ---------        ---------
$   9,704     $  (5,427)    $      86     $      --        $  (2,622)       $   1,741
=========     =========     =========     =========        =========        =========

(1)  Represents an expense of $1.0 million for the final write-off and
disposal costs of remaining unsold CLI inventory which was
discontinued, and previously had been held for sale.

(2)  Based on favorable events which occurred during fiscal 1998, including
the resolution of certain litigation and other matters, the Company
recorded a credit to income of $2.6 million related to the reversal of
certain accruals.

Contingent liabilities of $5.2 million accrued at July 31, 1997 reflect
amounts accrued for the discharge of pending and threatened litigation against
the Company's wholly-owned subsidiary, CLI, and amounts accrued to discharge
known and probable vendor disputes related to CLI. These amounts include
management's estimate of the probable costs expected to be incurred to settle,
discharge or litigate the matters. In 1998, payments were made to discharge
substantially all of the vendor disputes and to resolve certain lawsuits pending
against CLI. The remaining accrual at July 31, 1998 primarily represents amounts
that are expected to be incurred by the Company to bring all pending litigation
and disputes to a final discharge subsequent to July 31, 1998.

22

25
VTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data unless otherwise noted)
- --------------------------------------------------------------------------------

2.       SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements have been prepared in accordance
with generally accepted accounting principles and include the accounts of VTEL's
wholly-owned subsidiaries. All significant intercompany transactions and
balances have been eliminated in consolidation. Preparation of the consolidated
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. The more significant
estimates made by management include the provision for doubtful accounts
receivable, inventory write-downs for potentially excess or obsolete inventory,
warranty reserves, the valuation allowance for the gross deferred tax asset,
contingency reserves and the amortization period for intangible assets. Actual
amounts could differ from the estimates made. Management periodically evaluates
estimates used in the preparation of the financial statements for continued
reasonableness. Appropriate adjustments, if any, to the estimates used are made
prospectively based upon such periodic evaluation.

In May 1996, VTEL changed its fiscal year end from December 31 to July
31. The accompanying consolidated financial statements include the results of
operations and cash flows for the seven-month transition period ended July 31,
1996 with comparative presentation of the unaudited results for the seven months
ended July 31, 1995.

Revenue Recognition

Product revenues, recorded net of discounts, are recognized at the time
a product is shipped or services are performed and the Company has no
significant further obligations to the customer. Customer prepayments are
deferred until product shipment has occurred or services have been rendered and
there are no significant further obligations to the customer. Service revenues
are recognized at the time the services are rendered and the Company has no
significant further obligations to the customer. Revenues for extended warranty
contracts are recorded over the contract period. The Company records an
allowance to reduce sales revenue by an amount which reflects management's
estimate of potential future sales returns, exchanges, customer stock rotations
or price protection discounts.

Warranty Costs

The Company generally warrants its products against hardware defects
for one year from the date of installation but not to exceed fifteen months from
date of shipment. A warranty is provided for software defects for ninety days
from the date of installation. The Company provides currently for the estimated
costs which may be incurred in the future under the warranty program.

Software Development Costs

Costs incurred in connection with the development of software products
are accounted for in accordance with Statement of Financial Accounting Standards
("SFAS") No. 86, "Accounting for the Costs of Computer Software to Be Sold,
Leased or Otherwise Marketed." Costs incurred prior to the establishment of
technological feasibility are charged to research and development expense.
Amortization of capitalized software begins upon initial product shipment.
Software development costs are amortized (a) over the estimated life of the
related product (generally thirty-six months), using the straight-line method or
(b) based on the ratio of current revenues from the related products to total
estimated revenues for such products, whichever is greater.

23

26
VTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data unless otherwise noted)
- --------------------------------------------------------------------------------

The Company capitalized internal software development costs of $9,276,
$1,622 and $984 for the years ended December 31, 1995 and July 31, 1997 and
1998, respectively, and $2,957 and $563 for the seven months ended July 31, 1995
and 1996. Amortization of such costs was $17,411, $1,827 and $50 for the years
ended December 31, 1995 and July 31, 1997 and 1998, respectively, and $1,996 and
$947 for the seven months ended July 31, 1995 and 1996, respectively. In
connection with the Merger, the Company recorded an impairment charge of $3,218
related to capitalized software development costs during the year ended July 31,
1997 due to the elimination of the product line to which the capitalized
software development costs related.

Cash and Equivalents

Cash and equivalents include cash and investments in liquid money
market accounts.

Short-term Investments

Short-term investments are carried at market value, which approximates
cost, at the balance sheet date. Short-term investments consist of funds
primarily invested in mortgage-backed securities guaranteed by the U.S.
government, government securities and commercial paper. Investment securities
generally have maturities of less than one year.

The Company accounts for investment securities under SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities." SFAS No. 115
requires investment securities to be classified as held-to-maturity, trading or
available-for-sale based on the characteristics of the securities and the
activity in the investment portfolio. At July 31, 1997 and 1998, all investment
securities are classified as available-for-sale. No unrealized gains or losses
have been recorded as a separate component of equity for the current period or
prior year as market values approximate cost due to the short-term nature of the
investments.

Inventories

Inventories are stated at the lower of cost (determined under the
first-in, first-out method) or market. Cost includes the acquisition of
purchased components, parts and sub-assemblies, labor and overhead.

Property and Equipment

Property and equipment is recorded at cost. Internal support equipment
is used internally for purposes such as Company meetings, testing,
troubleshooting customers problems, and engineering, and is recorded at
manufactured cost. Depreciation and amortization are provided using the
straight-line method over the estimated economic lives of the assets, ranging
from two to ten years, or over the lease term or life of the improvement of the
respective assets, as applicable. Repair and maintenance costs are expensed as
incurred.

24

27
VTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data unless otherwise noted)
- --------------------------------------------------------------------------------

Intangible Assets

During the year ended December 31, 1995, VTEL acquired certain assets
and a service and support infrastructure related to an operating group of
another company (see Note 3). The estimated value of the intangible assets is
being amortized over a period of 15 years, which is the period over which the
Company expects to be able to continue to effectively utilize the service and
support infrastructure to support its resellers in the offering of broader
services to users of digital visual communication equipment. In accordance with
Accounting Principles Board Opinion ("APB") No. 17, "Intangible Assets," the
Company periodically evaluates the amortization period associated with the
acquired intangible assets based upon anticipated periods of future benefit,
including factors such as loss of employees with key or unique knowledge, the
Company's ability to continue to successfully utilize the specialized
integration and process knowledge to provide integration and support services,
and other relevant factors which could require revision of the estimate of the
amortization period. Appropriate adjustments, if any, to the amortization period
will be made prospectively based upon such periodic evaluation.

Foreign Currency Translation

The financial statements of the Company's foreign subsidiaries are
measured using the local currency as the functional currency. Accordingly,
assets and liabilities of the subsidiaries are translated at current rates of
exchange at the balance sheet date. The resultant gains or losses from
translation are included in a separate component of stockholders' equity. Income
and expense from the subsidiaries are translated using monthly average exchange
rates.

Income Taxes

The Company accounts for income taxes under SFAS No. 109, "Accounting
for Income Taxes," which requires the liability method of accounting for income
taxes. Under the liability method, deferred taxes are determined based on the
difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse.

Net Income (Loss) Per Share

During the fiscal year ended July 31, 1998, the Company adopted SFAS
No. 128, "Earnings Per Share." Under SFAS No. 128, basic earnings per share is
based on the weighted effect of all common shares issued and outstanding, and is
calculated by dividing net income available to common stockholders by the
weighted average shares of common stock outstanding during the period. Diluted
earnings per share is calculated by dividing net income available to common
stockholders by the weighted average number of common shares used in the basic
earnings per share calculation plus the number of common shares that would be
issued assuming conversion of all potentially dilutive shares outstanding. All
historical earnings per share data have been restated to conform to the current
year presentation.

25

28
VTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data unless otherwise noted)
- --------------------------------------------------------------------------------

The calculation of the number of weighted average shares outstanding
for basic and dilutive earnings (loss) per share for each of the periods
presented is as follows:

FOR THE          FOR THE SEVEN               FOR THE
YEAR ENDED        MONTHS ENDED              YEARS ENDED
DECEMBER 31,        JULY 31,                  JULY 31,
1995         1995         1996         1997         1998
---------    ---------    ---------    ---------    ---------
(UNAUDITED)

Weighted average shares
Outstanding - basic                       19,131       17,821       21,393       22,255       23,057
---------    ---------    ---------    ---------    ---------

EFFECT OF DILUTIVE SECURITIES:
Stock options                                  --           --           --           --          400
Warrants to purchase common stock              --           --           --           --            1
---------    ---------    ---------    ---------    ---------
Dilutive potential common shares           --           --           --           --          401
---------    ---------    ---------    ---------    ---------
Weighted average shares
Outstanding - diluted                    19,131       17,821       21,393       22,255       23,458
=========    =========    =========    =========    =========

Antidilutive securities                      3,880        4,001        4,435        3,648        1,764
=========    =========    =========    =========    =========

Net loss applicable to common stock for the year ended July 31, 1997 is
computed by increasing the net loss from continuing operations by $2,527 which
represents a deemed dividend related to the 20% conversion discount on Series C
Preferred Stock measured at the date of original issuance.

Concentration of Credit Risk

The Company sells its products to various companies across several
industries, including third-party resellers. The Company performs ongoing credit
evaluations of its customers and maintains reserves for potential credit losses.
The Company requires advanced payments or secured transactions when deemed
necessary.

Fair Value of Financial Instruments

The carrying amount of the Company's financial instruments, including
cash and equivalents, short-term investments and short-term trade receivables
and payables, approximates fair value. The carrying amount of short-term
investments approximates fair value because of the short maturity and nature of
these instruments. The Company places its cash in investment quality financial
instruments and limits the amount invested in any one institution or in any type
of instrument. The Company has not experienced any significant losses on its
investments.

Long-lived Assets

The Company evaluates its long-lived assets and intangibles based on
guidance provided by SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of." SFAS No. 121 established
accounting standards for the impairment of long-lived assets, certain
identifiable intangibles, and goodwill related to those assets to be held and
used for long-lived assets and certain identifiable intangibles to be disposed
of.

26

29
VTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data unless otherwise noted)
- --------------------------------------------------------------------------------

Employee Stock Plans

The Company determines the fair value of grants of stock, stock options
and other equity instruments issued to employees in accordance with SFAS No.
123, "Accounting and Disclosure of Stock-Based Compensation." SFAS No. 123
encourages, but does not require, companies to recognize compensation expense
for grants of stock, stock options, and other equity instruments to employees
based on their estimated fair market value on the date of grant. The Company has
opted to continue to apply the existing accounting rules contained in APB No.
25, "Accounting for Stock Issued to Employees." As such, SFAS No. 123 has had no
effect on the Company's financial position or results of operations.

The Company records unearned compensation related to stock options that
are issued at exercise prices which are below the fair market value of the
underlying stock on the measurement date. Such unearned compensation is
amortized ratably over the vesting period of the related stock options.

Recent Accounting Pronouncements

In June 1997, the Financial Accounting Standards Board (FASB) issued
SFAS No. 130, "Reporting Comprehensive Income." SFAS No. 130 will require the
Company to report, in addition to net income, comprehensive income and its
components including, as applicable, foreign currency items and unrealized gains
and losses on certain investments in debt and equity securities. The Company is
required to adopt SFAS No. 130 for its fiscal year ended July 31, 1999. The
Company expects that the adoption of SFAS No. 130 will not have a material
impact on it financial position or its results of operations.

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." SFAS No. 131 establishes standards
for reporting information about a company's operating segments. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. Under SFAS No. 131, operating segments are
to be determined consistent with the way management organizes and evaluates
financial information internally for making operating decisions and assessing
performance. The Company is required to adopt SFAS No. 131 for its fiscal year
ended July 31, 1999. The Company expects that the adoption of SFAS No. 131 will
not have a material impact on it financial position or its results of
operations.

In June 1998, FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to as
derivatives) and for hedging activities. SFAS No. 133 requires the recognition
of all derivatives as either assets or liabilities in the statement of financial
position and the measurement of those instruments at fair value. The Company is
required to adopt this standard in the first quarter of fiscal 2000. The Company
expects that the adoption of SFAS No. 133 will not have a material impact on it
financial position or its results of operations.

In October 1997, the American Institute of Certified Public Accountants
issued Statement of Position (SoP) 97-2, "Software Revenue Recognition," which
provides guidance for recognizing revenue on software sales such that certain
amounts are deferred for future obligations such as software upgrades and
product support. The Company will adopt SOP 97-2 effective August 1, 1998. The
Company does not expect that the new pronouncement will have a material impact
on its financial position or results of operations.

27

30
VTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data unless otherwise noted)
- --------------------------------------------------------------------------------

In March 1998, the Accounting Standards Executive Committee of the
American institute of Certified Public Accountants, issued Statement of Position
98-1 (SoP 98-1), "Accounting for the Cost of Computer Software Developed or
Obtained for Internal Use," which requires the capitalization of certain
internal costs related to the implementation of computer software obtained for
internal use. In consideration of the Company's implementation of the Oracle
Enterprise Resource Planning Software System, the Company's management resource
planning, transaction processing and financial accounting system, the Company
early adopted SoP 98-1 during fiscal 1998. In accordance with SoP 98-1, the
Company capitalized $808 of internal costs associated with the implementation of
the Oracle Enterprise Resource Planning Software System during the year ended
July 31, 1998. The system was placed into operation on August 1, 1998 and will
be amortized over 5 years.

Reclassifications

Certain amounts related to the year ended July 31, 1997 have been
reclassified to conform to the current year presentation.

3.       PURCHASE TRANSACTIONS

In November 1995, VTEL purchased certain assets and a service and
support infrastructure related to the Integrated Communications Systems Group of
another company (the "ICS Transaction"). The transaction resulted in VTEL
acquiring certain tangible assets primarily consisting of inventories, prepaid
expenses and fixed assets and assuming certain deferred revenues related to
extended warranty service contracts. The acquired service and support
infrastructure includes a trained workforce possessing specialized systems
integration and process knowledge. The transaction will allow VTEL to enhance
its ability to support its resellers' abilities to offer systems integration,
installation and end-user support to the ultimate purchaser of its products,
thereby allowing the resellers to more effectively provide an essential part of
the services that are integral to the purchase of the Company's products.

VTEL completed the ICS Transaction with the payment of $10,684 in cash,
which includes $142 of transaction expenses, and the issuance of 260,000 shares
of VTEL's unregistered Common Stock with an estimated market value at the time
of the transaction of $3,723. The transaction was accounted for under the
purchase method pursuant to which VTEL determined that approximately $14,400 of
the purchase price related to intangible assets which are primarily represented
by the service and support infrastructure. Amortization of the intangible asset
was $80, $560, $960, $960 for the year ended December 31, 1995, the seven months
ended July 31, 1996 and the years ended July 31, 1997 and 1998, respectively.

As part of the Company's initiative to expand its international
presence, the Company consummated the acquisition of certain of the assets of
the videoconferencing division of one of its German resellers effective July 1,
1998. The consideration paid by the Company consisted of restricted stock,
warrants, a note payable, and the assumption of certain payables and other
liabilities. Subsequent to July 31, 1998, the Company completed the acquisition
of one of its French resellers through a stock for stock transaction. The
consideration paid by the Company consisted of restricted stock. The total
consideration paid for both acquisitions was less than $3 million.

28

31
VTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data unless otherwise noted)
- --------------------------------------------------------------------------------

4.       INVENTORIES

Inventories consist of the following:

JULY 31,
1997         1998

Raw materials              $   9,493    $   5,938
Work-in-process                4,143          517
Finished goods                 7,490        5,833
Finished goods held for
Evaluation and rental
Agreements                   1,118          663
---------    ---------
$  22,244    $  12,951
=========    =========

Finished goods held for evaluation and under rental agreements consists
of completed digital visual communication systems used for demonstration and
evaluation purposes, which are generally sold during the next year.

5.       PROPERTY AND EQUIPMENT

Property and equipment and related depreciable life is composed of the 
following:

JULY 31,
1997          1998

Furniture, machinery and equipment,
2-10 years                           $  28,803     $  30,045
Internal support equipment, 
2-4 years                               10,991        12,513
Customer service assets,            
4-6 years                               11,752        15,263
Leasehold improvements, lease term    
or life of the improvement.              2,872         6,686
---------     ---------
54,418        64,507
Less accumulated depreciation           (32,758)      (36,401)
---------     ---------
$  21,660     $  28,106

=========     =========

Depreciation and amortization expense relating to property and
equipment was approximately $20,818, $8,379, $12,991 and $7,910 for the year
ended December 31, 1995, the seven months ended July 31, 1996, and the years
ended July 31, 1997 and 1998, respectively.

29

32
VTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data unless otherwise noted)
- --------------------------------------------------------------------------------

6.       DISCONTINUED OPERATIONS

During November 1995, CLI adopted a strategic plan to discontinue
operations of its broadcast products division. This division generally
manufactured and sold broadcast video products to commercial end-users. The
results for the division have been accounted for as discontinued operations in
accordance with APB No. 30, "Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions," and the accompanying
consolidated financial statements have been presented to reflect the
discontinuation of the division.

On June 27, 1996, CLI completed the sale of certain assets of its
broadcast products division to another company in exchange for $12,500 in cash
and the assumption of $2,000 in liabilities. The purchaser assumed past warranty
obligations associated with the product family covered by the sale. With the
exception of the accounts receivable, CLI disposed of the remaining assets of
the division to a separate buyer. During the year ended July 31, 1997, the
Company recorded a provision for probable losses to fully reserve the remaining
accounts receivable of the discontinued operations that were considered to be
uncollectible. Such provision is reflected in the accompanying consolidated
statement of operations in the net loss from discontinued operations.

Revenues from the discontinued division were approximately $36,974 for
the year ended December 31, 1995 and $11,201 for the seven months ended July 31,
1996. No revenues from discontinued operations were recorded during the years
ended July 31, 1997 and 1998.

7.       LINES OF CREDIT

On December 4, 1997, the Company executed a credit agreement with a
banking syndicate which established a $25,000 revolving line of credit. Under
the line of credit, the Company may borrow up to 80% of eligible accounts
receivable. The credit agreement also provides that the Company may request the
issuance of letters of credit up to a maximum of $10,000 and foreign exchange
contracts up to a maximum of $10,000. Each of the aforementioned provisions are
subject to certain limitations.

Any amounts outstanding under the credit agreement will bear interest
at the prime rate (8.5 % at July 31, 1998) or, at the option of the Company,
LIBOR plus a range of basis points (7.1% to 7.6% at July 31, 1998) based on the
number of profitable quarters the Company has achieved at the time of the credit
advance (LIBOR) option. All such advances and accrued interest under the credit
agreement will be payable on the maturity date of December 3, 1999 unless the
Company converts the revolving advances to a two-year term loan, which will bear
interest at the prime rate or the LIBOR option rate and will be payable in equal
monthly installments. The Company pays an annual commitment fee of 0.2% on its
unused line of credit.

Any amounts outstanding under the credit agreement will be secured by
the Company's inventory and accounts receivable. The credit agreement requires
the Company to maintain certain financial ratios and other covenants. The
Company has issued a letter of credit totaling $1,200 under the line of credit
as a lease deposit on one of its facilities. At July 31, 1998, the Company had
no amounts drawn under the credit line.

30

33
VTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data unless otherwise noted)
- --------------------------------------------------------------------------------

8.       STOCKHOLDERS' EQUITY

General

In October 1995, VTEL completed a secondary offering of its Common
Stock which consisted of the sale of 3,000,000 shares of VTEL's Common Stock
generating net proceeds to VTEL of approximately $57,000.

In June 1995, Intel purchased 51,898 shares of VTEL's common stock for
approximately $396 pursuant to an agreement, since terminated, which enabled
Intel to maintain its percentage ownership interest in VTEL. In October 1995,
Intel delivered notice of its intent to exercise its warrant to purchase
1,199,124 shares of VTEL's Common Stock at an exercise price of $11.50 per share
under an agreement which modified the provisions of the common stock and Warrant
Purchase Agreement (the "Stock Agreement") between VTEL and Intel. Pursuant to
the modified agreement, Intel agreed to sell to VTEL concurrently with the
exercise of the warrant, and VTEL agreed to purchase from Intel, 771,464 shares
of VTEL's Common Stock at a price of $17.875, the closing price of VTEL's Common
Stock on the day immediately preceding the date in which Intel delivered notice
of its intent to exercise the warrant. During the seven months ended July 31,
1996, VTEL completed the warrant exercise and related stock redemption
transaction such that Intel increased its ownership of VTEL's Common Stock by
427,660 shares. The modified agreement also resulted in Intel agreeing to
terminate certain of its rights specified in the Investor Rights Agreement
between the Company and Intel. VTEL registered the shares acquired by Intel as
provided under the Stock Agreement. In May 1997, VTEL issued 155,040 shares of
Common Stock, at the fair market value, to Intel in lieu of repayment of the
remaining $901 advance under the Development Agreement (see Note 9 to the
Consolidated Financial Statements) that was unused at that time.

In November 1995, VTEL issued 260,769 shares of its unregistered Common
Stock in connection with the ICS Transaction (see Note 3).

Share Repurchase Program

During the seven months ended July 31, 1996, VTEL adopted a share
repurchase program pursuant to which VTEL repurchased shares of its Common Stock
in the open market. During the year ended July 31, 1997, VTEL repurchased
455,200 shares of its Common Stock for approximately $3,700. In February 1997,
VTEL terminated the stock repurchase program. All repurchased shares were issued
from time to time prior to the CLI Merger in May 1997. VTEL applies the cost
method of accounting for its treasury stock.

In August 1998, the Company announced its plan to repurchase up to
2,000,000 shares of VTEL Common Stock. As of October 12, 1998, the Company had
repurchased approximately 465,000 shares of its common stock for approximately
$2,000.

CLI Redeemable Convertible Preferred Stock

On October 25, 1996, CLI completed a private placement of 350,000
shares of Class C Preferred Stock and stock warrants for the purchase of 375,000
shares of CLI Common Stock for approximately $7,000, before certain issuance
costs, pursuant to a purchase agreement with an institutional investor. The
preferred stock was exchanged for 1,102,500 shares of VTEL Common Stock and both
the number and exercise price of the warrants were converted into warrants for
the purchase of VTEL Common Stock based on the exchange ratio of 0.46 in
connection with the Merger. The converted warrants, totaling 172,500 VTEL
shares, have an exercise price of $12.39 and expire in October 2001.

31

34
VTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data unless otherwise noted)
- --------------------------------------------------------------------------------

Stock and Stock Option Plans

VTEL has three stock option plans, the 1989 Stock Option Plan (the
"1989 Plan"), the 1996 Stock Option Plan (the "1996 Plan") and the 1992 Director
Stock Option Plan (the "1992 Plan"). The 1989 Plan and the 1996 Plan both
provide for the issuance of non-qualified and incentive stock options to key
employees, directors and consultants of the Company. Stock options are generally
granted at the estimated fair market value at the time of grant, and the options
vest ratably over 48 months and are generally exercisable for a period of ten
years beginning with date of grant. The 1992 Plan provides for the issuance of
stock options to nonemployee directors at the estimated fair market value at the
time of grant. Such options vest ratably over 36 months and are exercisable for
a period of ten years beginning with the date of the grant.

CLI had employee and director stock option plans prior to the merger
with VTEL. On May 23, 1997, all options outstanding under these plans were
converted into options for Common Stock of VTEL. Both the number of shares
subject to option and the per share exercise price under each option were
adjusted by the exchange ratio of 0.46.

The Company applies APB No. 25 and related Interpretations in
accounting for its stock option plans. Accordingly, no compensation cost is
recognized for its stock option plans unless options are issued at exercise
prices which are below the market price on the measurement date. Had
compensation cost for the Company's stock option plans been determined based on
the fair market value at the grant dates for awards under those plans consistent
with the method provided by SFAS No. 123, the Company's net loss and net loss
per share would have been reflected by the following pro forma amounts for the
seven months ended July 31, 1996 and the years ended July 31, 1997 and 1998:

FOR THE SEVEN             FOR THE YEARS
MONTHS ENDED                ENDED
JULY 31,                 JULY 31,
1996            1997             1998

Net income (loss)                             As reported                 $   (18,507)    $   (52,054)    $     2,779
Pro forma                   $   (20,638)    $   (55,276)    $    (1,589)

Basic and diluted net income (loss)
per common share                              As reported                 $      (.87)    $     (2.45)    $      0.12
Pro forma                   $      (.96)    $     (2.60)    $     (0.07)

The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option- pricing model with the following
weighted-average assumptions used for grants during the seven months ended July
31, 1996 and the years ended July 31, 1997 and 1998:

FOR THE SEVEN
MONTHS ENDED                FOR THE YEARS ENDED
JULY 31,                       JULY 31,
1996                  1997                 1998

Dividend yield                                    --                    --                    --
Expected volatility                            84.83%                92.31%                63.12%
Risk-free rate of return                        6.56%                 5.90%                 5.52%
Expected life                                   4.94 years            5.12 years            5.65 years

32

35
VTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data unless otherwise noted)
- --------------------------------------------------------------------------------

The following table summarizes activity under all Plans for the year
ended December 31, 1995, the seven months ended July 31, 1996 and the years
ended July 31, 1997 and 1998. This information includes stock options relating
to CLI's stock option plans. Both the number of shares and the per share
exercise price have been adjusted by the exchange ratio of 0.46.

1995                     1996                      1997                     1998
WEIGHTED                WEIGHTED                 WEIGHTED                  WEIGHTED
AVERAGE                  AVERAGE                  AVERAGE                  AVERAGE
SHARES      EXERCISE    SHARES      EXERCISE      SHARES     EXERCISE     SHARES       EXERCISE
(000'S)       PRICE      (000'S)       PRICE       (000'S)      PRICE      (000'S)       PRICE
---------    ---------   ---------    ---------   ---------    ---------   ---------    ---------

Outstanding at the

beginning of the year             1,638    $    3.97       1,879    $    8.80       2,187    $    9.40       3,648         9.42
Converted from CLI                 --           --          --           --       1,798        17.43          --           --
Granted                           701        17.37         449        10.99       2,098         6.44         896         6.43
Exercised                        (371)        3.66         (77)        3.13        (324)        3.14        (186)        4.00
Canceled                          (89)        8.88         (64)       10.39      (2,111)       14.58        (420)        7.55
---------    ---------   ---------    ---------   ---------    ---------   ---------    ---------
Outstanding at the
end of the year                  1,879    $    8.80       2,187    $    9.40       3,648    $    9.42       3,938    $    8.65
=========    =========   =========    =========   =========    =========   =========    =========

Options exercisable at
year end                          1,851    $    8.74       2,165    $    9.40       3,402    $    9.20       3,710    $    8.42
=========    =========   =========    =========   =========    =========   =========    =========

Weighted average fair
value of  options granted
during the year                           $   12.07                $    7.77                $    3.42                $    4.12
=========                =========                =========                =========

OPTIONS OUTSTANDING                           OPTIONS EXERCISABLE
WEIGHTED-AVERAGE
NUMBER          REMAINING      WEIGHTED-AVERAGE       NUMBER        WEIGHTED-AVERAGE
RANGE OF         OUTSTANDING AT   CONTRACTUAL LIFE   EXERCISE PRICE    EXERCISABLE AT     EXERCISE PRICE
EXERCISE PRICES     JULY 31, 1998                                          JULY 31, 1998

$0.30 - $5.75           710,094            6.59  years     $   3.92           710,094       $      3.92
5.78 - 6.11             201,994            9.09                6.02           187,326              6.02
6.13 - 6.13           1,368,837            8.87                6.13         1,354,169              6.13
6.19 - 7.88             646,012            8.38                7.00           636,345              7.00
8.06 - 42.66          1,010,979            6.04               16.96           822,282             17.72
=================  ============        ========            ========         =========       ===========
$0.30 - $42.66        3,937,916            7.66  years     $   8.65         3,710,216       $      8.42
=================  ============        ========            ========         =========       ===========

Generally, options are exercisable immediately upon grant. However,
stock issued upon exercise of a stock option is subject to repurchase by the
Company at the exercise price until the option vesting period has elapsed. At
July 31, 1998, options to purchase 1,852,530 shares were vested. At July 31,
1998, no unvested options had been exercised.

33

36

VTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data unless otherwise noted)
- --------------------------------------------------------------------------------

Employee Stock Purchase Plan

On April 29, 1993, VTEL adopted an Employee Stock Purchase Plan
("Employee Plan") which enables all employees to acquire VTEL stock under the
plan. The Employee Plan authorizes the issuance of up to 950,000 shares of
VTEL's Common Stock. The Employee Plan allows participants to purchase shares of
the Company's Common Stock at a price equal to the lesser of (a) 85% of the fair
market value of the Common Stock on the date of the grant of the option or (b)
85% of the fair market value of the Common Stock at the time of exercise. Shares
of Common Stock issued under the Employee Plan totaled 66,087, 37,121, 105,549
and 158,073 respectively, for the year ended December 31, 1995, the seven months
ended July 31, 1996 and the years ended July 31, 1997 and 1998.

The fair value of the employees' purchase rights was estimated using
the Black-Scholes model with the following assumptions for the seven months
ended July 31, 1996 and the years ended July 31, 1997 and 1998:

FOR THE SEVEN                  FOR THE                      FOR THE
MONTHS ENDED                  YEAR ENDED                  YEAR ENDED
JULY 31, 1996               JULY 31, 1997                JULY 31, 1998
SECTION 16                  SECTION 16                  SECTION 16
OFFICERS       OTHERS       OFFICERS       OTHERS       OFFICERS        OTHERS

Dividend yield                               --           --             --           --             --            --
Expected volatility                       95.78%       90.29%         82.89%       79.83%         52.10%        51.68%
Risk-free rate of return                   5.18%        5.12%          5.31%        5.23%          5.40%         5.34%
Expected life (in years)                     .50          .25            .50          .25            .50           .25

Weighted-average fair value of
purchase rights granted                  $3.13        $2.30          $2.54        $2.11          $1.96         $1.66

9.       DEVELOPMENT AND LICENSE AGREEMENT

On October 22, 1993, VTEL entered into a Development and License
Agreement (the "Development Agreement") with Intel Corporation ("Intel"),
pursuant to which the companies agreed to engage in a series of development
efforts with respect to video compression software as well as other video
technology such as processes and designs. The agreement contains certain
provisions for licensing agreements and royalties between the two companies for
the use of the technology developed under the agreement.

The initial term of the Development Agreement has renewed until
December 31, 1999 and will continue to automatically renew thereafter for
successive terms of one year unless written notice is given by either party six
months prior to the expiration of the initial term or any successor term.

VTEL was advanced $3,000 under the agreement to be used for the initial
reimbursements of research and development costs incurred by VTEL in performing
the work specified in the Development Agreement. During the years ended December
31, 1995 and July 31, 1997, the Company reduced gross research and development
expenses by approximately $190 and $5, respectively, for reimbursable research
and development costs under the terms of the Development Agreement. No
reductions of research and development expenses were recorded during the seven
months ended July 31, 1996 and the year ended July 31, 1998 as a result of the
Development Agreement. In May 1997, VTEL issued 155,040 shares of Common Stock,
at the fair market value, to Intel in lieu of repayment of the remaining $901
advance that was unused at that time. As of July 31, 1998, the Company had no
research and development activities in process or planned related to the
Development Agreement.

34

37
VTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data unless otherwise noted)
- --------------------------------------------------------------------------------

10.      FEDERAL INCOME TAXES

Under the provisions of SFAS No. 109, the components of the net 
deferred tax amount are as follows:

JULY 31,
1997          1998

DEFERRED TAX ASSETS:
Net operating loss carryforwards                $   23,198    $   29,140
Research and development credit carryforwards        3,376         3,458
Minimum tax credit carryforwards                       110           110
Inventory and warranty provisions                    3,562         1,246
Charitable contributions                               --            22
Compensation accruals                                1,932           635
Depreciation                                         2,698           630
Deferred revenue                                       703         1,796
Accrued expenses                                     2,385           841
Accounts receivable                                  3,996         3,163
Other                                                  281           558
----------    ----------
Gross deferred tax asset                     42,241        41,599
----------    ----------

DEFERRED TAX LIABILITIES:
Capitalized software                                     --          (274)
----------    ----------
Gross deferred tax liability                      --          (274)
----------    ----------
Valuation allowance                                    (42,241)      (41,325)
----------    ----------
Net deferred tax asset                    $       --    $       --
==========    ==========

The Company's net operating loss carryforwards expire in varying
amounts from 1999 through 2013. Research and development tax credit
carryforwards expire in varying amounts from 1998 through 2013. Minimum tax
credit carryforwards do not expire and carry forward indefinitely. Net operating
losses related to the Company's foreign subsidiary (totaling $5,033) are
available to offset future foreign taxable income.

The Company has experienced substantial changes in ownership as defined
by the Internal Revenue Code. These changes result in annual limitations of the
amount of net operating loss carryforward generated prior to each change which
can be utilized to offset future taxable income. As a result of the ownership
change at CLI at the date of the Merger, a portion of CLI's net operating loss
carryforward generated prior to the Merger will never be available to offset
future taxable income due to the effect of the annual limitation and the
expiration of the related net operating losses. Therefore, the unavailable
portion of the net operating loss carryforward is not considered in determining
the deferred tax asset at July 31, 1998.

At July 31, 1998, the Company had total domestic net operating loss
carryforwards of $85,705 ($26,592 and $59,113 for VTEL and CLI, respectively).
The portions of these carryforwards available for utilization during fiscal 1999
(in consideration of the annual limitations) are $52,660. Additional net
operating losses created prior to the changes in control of $2,574 become
available in each subsequent year and accumulate if not used until such net
operating losses expire.

35

38

VTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data unless otherwise noted)
- --------------------------------------------------------------------------------

Due to the uncertainty surrounding the timing of realizing the benefits
of its favorable tax attributes in future tax returns, the Company has placed a
valuation allowance against its net deferred tax asset. Accordingly, no deferred
taxes have been recorded for the year ended December 31, 1995, for the seven
months ended July 31, 1996 and for the years ended July 31, 1997 and 1998.

The tax provisions reflected in the accompanying consolidated financial
statements is due primarily to federal alternative minimum taxes and state
income taxes.

11.      COMMITMENTS AND CONTINGENCIES

Lease Commitments

VTEL leases furniture and equipment, manufacturing facilities and
office space under noncancelable leases which expire at various dates through
2013. Certain leases obligate VTEL to pay property taxes, maintenance and repair
costs.

Future minimum lease payments under all operating leases as of July 31, 1998
were as follows:

FISCAL YEAR ENDING:
1999                       $  7,430
2000                          7,082
2001                          6,771
2002                          6,592
2003                          6,315
Thereafter                   21,377
--------
$ 55,567
========

Total rent expense under all operating leases for the years ended
December 31, 1995, for the seven months ended July 31, 1996, and for the years
ended July 31, 1997 and 1998 was $6,188, $4,713, $4,601 and $4,301 respectively.

During the year ended July 31, 1998, the Company completed the planned
elimination of duplicate headquarter facilities by terminating the lease for the
former CLI headquarters. The landlord paid the Company a $1,800 termination fee
which is recorded (net of termination expenses) as Other Income in the
accompanying Statement of Operations.

In connection with the acquisition of certain of the assets of the
videoconferencing division of one of its German resellers, (see Note 3), the
Company entered into a five year licensing agreement pursuant to which the
Company will pay a license fee equal to 4% of the revenues generated by the
acquired assets with a minimum annual fee of $281 to $393 and a maximum annual
fee of $786.

36

39
VTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data unless otherwise noted)
- --------------------------------------------------------------------------------

Contingencies

CLI is currently engaged in several legal proceedings relating to
matters arising prior to the Merger. There can be no assurance that CLI's legal
proceedings can be resolved favorably to CLI or VTEL. Such legal proceedings, if
continued for an extended period of time, could have an adverse effect upon
CLI's working capital and management's ability to concentrate on its business.
The Company has recorded an estimate of the costs to defend and discharge the
claims. Such amount is included in the charges recorded as contingent
liabilities (see Note 1 to the Consolidated Financial Statements). In the
opinion of management, such reserves should be sufficient to discharge the
liabilities, if any. However, an unfavorable outcome in any one or several such
legal proceedings could have a material adverse effect on CLI and hence, VTEL.

In a complaint filed on December 20, 1993 in the United States District
Court in Dallas, Texas, Datapoint Corporation ("Datapoint") alleged that CLI had
infringed two United States patents owned by Datapoint relating to video
conferencing networks. The complaint sought a judgment of infringement, monetary
damages, injunctive relief and attorneys' fees. CLI responded to the complaint
by denying the material allegations of the complaint and asserting affirmative
defenses. In July 1998, the United States District Court dismissed the civil
action filed by Datapoint.

In June 1997, Keytech, S.A. ("Keytech") filed suit against CLI in the
United States District Court in Tampa, Florida. Keytech was a distributor of
satellite encoder and decoder products manufactured by a division of CLI which
CLI sold in June 1996. Keytech has asserted that the equipment sold was
defective and did not conform to contract specifications and express and implied
warranties. Keytech has asserted damages in excess of $20 million based on its
allegations of breach of contract, breach of warranties and fraud. CLI has filed
an answer denying liability and has asserted cross-claims against Keytech for
amounts due and unpaid for equipment sold by CLI to Keytech.

12.      GEOGRAPHIC INFORMATION

The Company operates in one industry. Transfers between geographic
areas are recorded at cost plus a markup. The United Kingdom and China represent
the Company's two largest Foreign markets, and in total represented 9% of
revenues. Information about the Company's operations in different geographic
areas is as follows:

FOR THE YEAR ENDED
JULY 31, 1998
UNITED STATES   EUROPE AND   ELIMINATIONS    CONSOLIDATED
OTHER

Sales to unaffiliated customers                  $ 163,264     $  16,420     $      --      $ 179,684
Transfer between geographic areas                    9,616            --        (9,616)            --
---------     ---------     ---------      ---------
Total sales                                      $ 172,880     $  16,420     $  (9,616)     $ 179,684
=========     =========     =========      =========
Net income (loss) from continuing operations     $   2,155     $     530     $      94      $   2,779
=========     =========     =========      =========
Net income (loss)                                $   2,155     $     530     $      94      $   2,779
=========     =========     =========      =========
Identifiable assets                              $ 132,914     $   9,871     $ (13,496)     $ 129,289
=========     =========     =========      =========

37

40
VTEL CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except share and per share data unless otherwise noted)
- --------------------------------------------------------------------------------

FOR THE YEAR ENDED
JULY 31, 1997
UNITED STATES    EUROPE AND     ELIMINATIONS    CONSOLIDATED
OTHER

Sales to unaffiliated customers         $  180,811      $   10,212      $       --      $  191,023
Transfer between geographic areas           12,612              --         (12,612)             --
----------      ----------      ----------      ----------
Total sales                             $  193,423      $   10,212      $  (12,612)     $  191,023
==========      ==========      ==========      ==========
Net loss from continuing operations     $  (40,942)     $   (3,144)     $     (185)     $  (44,271)
==========      ==========      ==========      ==========
Net loss                                $  (48,725)     $   (3,144)     $     (185)     $  (52,054)
==========      ==========      ==========      ==========
Identifiable assets                     $  139,051      $    8,008      $  (15,924)     $  131,135
==========      ==========      ==========      ==========

FOR THE SEVEN MONTHS ENDED
JULY 31, 1996
UNITED STATES   EUROPE AND      ELIMINATIONS    CONSOLIDATED
OTHER

Sales to unaffiliated customers         $   93,728      $    3,234      $       --      $   96,962
Transfer between geographic areas            2,383              --          (2,383)             --
----------      ----------      ----------      ----------
Total sales                             $   96,111      $    3,234      $   (2,383)     $   96,962
==========      ==========      ==========      ==========
Net loss                                $  (16,721)     $   (1,834)     $       48      $  (18,507)
==========      ==========      ==========      ==========
Identifiable assets                     $  179,799      $    3,131      $   (7,838)     $  175,092
==========      ==========      ==========      ==========

FOR THE YEAR ENDED
DECEMBER 31, 1995
UNITED STATES    EUROPE AND     ELIMINATIONS    CONSOLIDATED
OTHER

Sales to unaffiliated customers         $  184,471      $    6,603      $       --      $  191,074
Transfer between geographic areas            3,475              --          (3,475)             --
----------      ----------      ----------      ----------
Total sales                             $  187,946      $    6,603      $   (3,475)     $  191,074
==========      ==========      ==========      ==========
Net loss from continuing operations     $  (16,912)     $     (520)     $      131      $  (17,301)
==========      ==========      ==========      ==========
Net loss                                $  (53,454)     $     (520)     $      131      $  (53,843)
==========      ==========      ==========      ==========
Identifiable assets                     $  219,616      $    3,445      $       --      $  223,061
==========      ==========      ==========      ==========

* * *

38

41

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

VTEL Corporation

By  /s/    Rodney S. Bond           
----------------------------------
Rodney S. Bond           
CHIEF FINANCIAL OFFICER,      
VICE PRESIDENT-FINANCE, TREASURER 
AND SECRETARY           

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant and in the
capacities and on the date indicated.

Signature                                         Title                          Date                 
---------                                         -----                          ----                 

/s/       Jerry S. Benson, Jr.           Chief Executive Officer, President and           May 3, 1999              
- --------------------------------------   Director (Principal Executive Officer)    --------------------------    
Jerry S. Benson, Jr. 

/s/          Rodney S. Bond              Chief Financial Officer,                         May 3, 1999
- --------------------------------------   Vice President- Finance,                  --------------------------    
Rodney S. Bond              Treasurer and Secretary                                                 
(Principal Financial Officer and                                        
Principal Accounting Officer)                                          

/s/             Eric L. Jones            Director                                         May 3, 1999
- --------------------------------------                                             --------------------------    
Eric L. Jones                                                                                           

/s/             Max Hopper               Director                                         May 3, 1999
- --------------------------------------                                             --------------------------    
Max Hopper                                                                                             

/s/         Gordon Matthews              Director                                         May 3, 1999
- --------------------------------------                                             --------------------------    
Gordon Matthews                                                                                      

/s/        F.H. (Dick) Moeller           Chairman of the Board                            May 3, 1999
- --------------------------------------                                             --------------------------    
F.H. (Dick) Moeller                                                                                   

/s/         Dick  Snyder                 Director                                         May 3, 1999
- --------------------------------------                                             --------------------------    
Dick  Snyder                                                                                          

/s/           T. Gary Trimm              Director                                         May 3, 1999
- --------------------------------------                                             --------------------------    
T. Gary Trimm              

39

42
Index to Exhibits

Exhibit 
Number                   Description
- -------                  -----------     

23.1                     Consent of PricewaterhouseCoopers LLP.
23.2                     Consent of KPMG LLP.

1
EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (Nos. 33-65464, 33-65472, and 33-65478) of VTEL
Corporation of our report dated September 22, 1998, which appears in this 
Annual Report on Form 10-K/A.

PricewaterhouseCoopers LLP

Austin, Texas
May 3, 1999

1
EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statements
(Nos. 33-65464, 33-65472, and 33-65478) on Form S-8 of VTEL Corporation of our
report dated March 13, 1996, relating to the consolidated statements of
operations, stockholders' equity, and cash flows of Compression Labs,
Incorporated for the year ended December 31, 1995, and the related financial
statement schedule, which report appears in the July 31, 1998, Annual
Report on Form 10-K/A of VTEL Corporation.

KPMG LLP

Mountain View, California
May 3, 1999