SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549


                                   FORM 10-Q


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

                FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1996


                        Commission file number 0-20008


                               VTEL CORPORATION

          A DELAWARE CORPORATION       IRS EMPLOYER ID NO. 74-2415696



                              108 WILD BASIN ROAD
                              AUSTIN, TEXAS 78746



                                (512) 314-2700



The registrant 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
has been subject to such filing requirements for the past 90 days.

At December 1, 1996 the registrant had outstanding 13,940,567 shares of its
Common Stock, $0.01 par value.

                        PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                               VTEL Corporation
                     CONDENSED CONSOLIDATED BALANCE SHEET
                     ------------------------------------



                                                           October 31,           July 31,
                                                              1996                 1996
                                                           (Unaudited)

                                                                          
ASSETS
Current assets:
  Cash and equivalents                                    $  1,502,000         $  1,973,000
  Short-term investments                                    40,666,000           48,307,000
  Accounts receivable, net of allowance for doubtful
    accounts of  $240,000 and $203,000 at
    October 31, 1996 and July 31, 1996                      23,539,000           15,585,000
  Inventories                                               13,723,000           15,004,000
  Prepaid expenses and other current assets                  1,241,000            1,597,000
                                                          ------------         ------------ 
      Total current assets                                  80,671,000           82,466,000

Property and equipment, net                                 14,066,000           13,906,000
Intangible assets, net                                      13,488,000           13,730,000
Other assets                                                 1,742,000            1,801,000
                                                          ------------         ------------ 
                                                          $109,967,000         $111,903,000
                                                          ============         ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                        $  8,942,000         $  9,831,000
  Accrued compensation and benefits                          1,510,000            1,529,000
  Other accrued liabilities                                  1,693,000            2,241,000
  Research and development advance                             906,000              906,000
  Deferred revenue                                           5,082,000            2,980,000
                                                          ------------         ------------ 
      Total current liabilities                             18,133,000           17,487,000

Stockholders' equity:
  Preferred stock, $.01 par value; 10,000,000 authorized;
    none issued or outstanding                                    -                    -
  Common stock, $.01 par value; 25,000,000 authorized;
    13,904,000 and 14,308,000 issued and outstanding at
    October 31, 1996 and July 31, 1996                         139,000              143,000
  Additional paid-in capital                               124,477,000          124,190,000
  Treasury stock                                            (3,351,000)                -
  Accumulated deficit                                      (29,224,000)         (30,068,000)
  Cumulative translation adjustment                             (1,000)             151,000
  Unearned compensation                                       (206,000)                -
                                                          ------------         ------------ 
      Total stockholders' equity                            91,834,000           94,416,000
                                                          ------------         ------------ 
                                                          $109,967,000         $111,903,000
                                                          ============         ============




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


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