<PAGE> 1
Exhibit 24.1
PICTURETEL CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Ralph Takala and W. Robert Kellegrew,
Jr., Esq., jointly and severally, his true and lawful attorneys-in-fact and
agents with full powers of substitution, for him and in his name, place and
stead, in any and all capacities, to sign this registration statement and any
and all amendments thereto (including post-effective amendments), and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Power
of Attorney has been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ NORMAN E. GAUT Chief Executive Officer, Chairman of the August 31, 2000
----------------------------------------- Board, and Director
Norman E. Gaut
/s/ CARL S. LEDBETTER Director August 31, 2000
----------------------------------------
Carl S. Ledbetter
/s/ DAVID B. LEVI Director August 31, 2000
---------------------------------------
David B. Levi
/s/ WERNER SCHMUCKING Director August 31, 2000
------------------------------------
Werner Schmucking
/s/ ENZO TORRESI Director August 31, 2000
------------------------------------
Enzo Torresi
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