EXHIBIT 23.1
 
                      CONSENT OF INDEPENDENT ACCOUNTANTS
 
  We hereby consent to the use in this Joint Proxy Statement/Prospectus
constituting part of this Registration Statement on Form S-4 of our report
dated October 10, 1996, relating to the consolidated financial statements of
VTEL Corporation, which appears in such Joint Proxy Statement/Prospectus. We
also consent to the application of such report to the Financial Statement
Schedules for seven months ended July 31, 1996 and for each of the three years
in the period ended December 31, 1995 listed under Item 8 of VTEL
Corporation's Annual Report on Form 10-K for the transition period from
January 1, 1996 to July 31, 1996 when such schedules are read in conjunction
with the financial statements referred to in our report. We also consent to
the references to us under the headings "SUMMARY--Conditions to the
Consummation of the Merger", "SUMMARY--Accounting Treatment", "THE MERGER--
Conditions to the Merger", "THE MERGER--Accounting Treatment", and "EXPERTS"
in such Joint Proxy Statement/Prospectus.
 
PRICE WATERHOUSE LLP
Austin, Texas
April 15, 1997