EXHIBIT 99.1
 
 
                               VTEL CORPORATION
            PROXY FOR SPECIAL MEETING OF STOCKHOLDERS, MAY   , 1997
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
 
  The undersigned hereby appoints F.H. (Dick) Moeller and Rodney S. Bond, 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 the Common Stock of VTEL Corporation held of
record by the undersigned at the Special Meeting of Stockholders to be held in
Austin, Texas 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 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. Approval and adoption of an amendment to the Fourth Amended and Restated
   Certificate of Incorporation of VTEL Corporation, increasing the number of
   shares of Common Stock authorized for issuance from 25 million to 40
   million shares.
 
  [ ] FOR                      [ ]  AGAINST                       [ ]  ABSTAIN
 
  THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE AMENDMENT TO THE
  FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.
 
3. Approval and adoption of an amendment to the VTEL Corporation 1996 Stock
   Option Plan, increasing the number of shares of Common Stock authorized for
   issuance thereunder from 700,000 to 2,700,000 shares.
 
  [ ] FOR                      [ ]  AGAINST                       [ ]  ABSTAIN
 
  THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE AMENDMENT TO THE
  1996 STOCK OPTION PLAN.
 
4. 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 PROPOSALS 1, 2 AND 3.