EXHIBIT 99.2
 
 
                        COMPRESSION LABS, INCORPORATED
            PROXY FOR SPECIAL MEETING OF STOCKHOLDERS, MAY   , 1997
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
 
  The undersigned hereby appoints T. Gary Trimm and Patrizia Owen, and each of
them, as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and vote, as designated on the reverse side
hereof, all of the shares of capital stock of Compression Labs, Incorporated,
held of record by the undersigned at the Special Meeting of Stockholders to be
held in Milpitas, California on       , May   , 1997 upon such business as may
properly come before the meeting, or any adjournment thereof, including the
following items as set forth in the Notice of Meeting and in the Proxy
Statement, receipt of which is hereby acknowledged.
 
1. Approval and adoption of the Agreement and Plan of Merger and
   Reorganization by and among VTEL Corporation, VTEL-Sub, Inc. and
   Compression Labs, Incorporated.
 
  [ ]  FOR                      [ ]  AGAINST                      [ ]  ABSTAIN
 
  THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE AGREEMENT AND PLAN
  OF MERGER AND REORGANIZATION.
 
  THIS PROXY IS CONTINUED ON THE REVERSE SIDE, PLEASE DATE, AND RETURN
  PROMPTLY
 
2. In their discretion, the Proxies are authorized to vote upon such other
   matters and business as may properly come before the meeting.
 
  Your signature(s) on this proxy form should be exactly as your name or names
appear on this proxy. If the stock is held jointly, each holder should sign.
If signing is by attorney, executor, administrator, trustee or guardian,
please give full title.
 
Dated: _______________________, 1997.     -------------------------------------
                                                        Signature
 
                                          -------------------------------------
                                                        Signature
 
  THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED PROXY IS
RETURNED, SUCH SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE BOARD OF DIRECTORS FOR PROPOSAL 1.