VTEL CORP
10-Q/A, 1996-12-16
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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<PAGE>
 
                      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.
<PAGE>
                        PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                               VTEL Corporation
                     CONDENSED CONSOLIDATED BALANCE SHEET
                     ------------------------------------
<TABLE>
<CAPTION>

                                                           October 31,           July 31,
                                                              1996                 1996
                                                           (Unaudited)

<S>                                                         <C>                 <C>
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
                                                          ============         ============


</TABLE>

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


                                       2



<PAGE>
                               VTEL Corporation
                CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                ----------------------------------------------
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                  For the
                                                            Three Months Ended
                                                                 October 31,
                                                       1996                         1995
<S>                                                 <C>                          <C>
Revenues:
  Products                                          $20,962,000                  $18,410,000
  Services and other                                  7,237,000                    1,100,000
                                                    -----------                  -----------
                                                     28,199,000                   19,510,000
                                                    -----------                  -----------

Cost of sales:
  Products                                           11,073,000                    9,169,000
  Services and other                                  4,795,000                      419,000
                                                    -----------                  -----------
                                                     15,868,000                    9,588,000
                                                    -----------                  -----------
  Gross margin                                       12,331,000                    9,922,000
                                                    -----------                  -----------

Selling, general and administrative                   8,867,000                    7,120,000
Research and development                              2,918,000                    2,969,000
Amortization of intangible assets                       240,000                     -
                                                    -----------                  -----------
  Total operating expenses                           12,025,000                   10,089,000
                                                    -----------                  -----------

  Income (loss) from operations                         306,000                     (167,000)
                                                    -----------                  -----------

Other income (expense):
  Interest income                                       609,000                      361,000
  Other                                                  58,000                      (41,000)
                                                    -----------                  -----------
                                                        667,000                      320,000
                                                    -----------                  -----------

Net income before provision
  for income taxes                                      973,000                      153,000

Provision for income taxes                              (19,000)                     (21,000)
                                                    -----------                  -----------
  Net income                                        $   954,000                  $   132,000
                                                    ===========                  ===========

Net income per share                                $      0.07                  $      0.01
                                                    ===========                  ===========

Weighted average shares outstanding                  14,575,000                   13,054,000
                                                    ===========                  ===========

</TABLE>




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


                                       3


<PAGE>
                               VTEL CORPORATION
                CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                ----------------------------------------------
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                                  For the
                                                                            Three Months Ended
                                                                                 October 31,
                                                                           1996              1995
<S>                                                                    <C>               <C>
Cash flows from operating activities:
  Net income                                                           $   973,000       $   132,000
  Adjustments to reconcile net income
  to net cash from operations:
    Depreciation and amortization                                        1,972,000           851,000
    Provision for doubtful accounts                                         35,000             6,000
    Amortization of unearned compensation                                 (206,000)            5,000
    Amortization of deferred gain                                          (24,000)          (24,000)
    Foreign currency translation (gain) loss                               (39,000)           69,000
    (Increase) decrease in accounts receivable                          (7,989,000)        3,108,000
    (Increase) decrease in inventories                                   1,281,000        (2,183,000)
    (Increase) decrease in prepaid expenses and other current asse         356,000          (381,000)
    Increase (decrease) in accounts payable                               (889,000)          908,000
    Increase (decrease) in accrued expenses                               (562,000)          707,000
    Increase (decrease) in deferred revenues                             2,102,000          (127,000)
                                                                       -----------       -----------
      Net cash provided by (used in) operating activities               (2,990,000)        3,071,000
                                                                       -----------       -----------

Cash flows from investing activities:
  Net short-term investment activity                                     7,641,000       (56,573,000)
  Net purchase of property and equipment                                (1,890,000)       (1,767,000)
  (Increase) decrease in other assets                                       59,000          (166,000)
                                                                       -----------       -----------
      Net cash provided by (used in) investing activities                5,810,000       (58,506,000)
                                                                       -----------       -----------

Cash flows from financing activities:
  Principal payments under capital lease obligations                          -               (1,000)
  Net proceeds from issuance of stock                                      563,000        57,590,000
  Purchase of treasury stock                                            (3,742,000)             -
                                                                       -----------       -----------
      Net cash provided by (used in) financing activities               (3,179,000)       57,589,000
                                                                       -----------       -----------

Effect of translation exchange rates on cash                              (112,000)         (106,000)
                                                                       -----------       -----------

Net increase (decrease) in cash and equivalents                           (471,000)        2,048,000

Cash and equivalents at beginning of period                              1,973,000         2,283,000
                                                                       -----------       -----------
Cash and equivalents at end of period                                  $ 1,502,000       $ 4,331,000
                                                                       ===========       ===========

</TABLE>






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


                                       4
<PAGE>
 
                               VTEL CORPORATION
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

   VTEL Corporation (the "Company") designs, manufactures, markets,services and
   supports integrated, multi-media videoconferencing systems which operate over
   private and switched digital communication networks. The Company distributes
   its systems to a domestic and international marketplace through third
   parties.

       The Company's systems integrate traditional video and audio conferencing
   with additional functions including the sharing of PC software applications
   and the transmission of high-resolution images and facsimiles. Through the
   use of the Company's multi-media conferencing systems, users are able to
   replicate more closely the impact and effectiveness of face-to-face meetings.
   The Company's headquarters and production facilities are in Austin, Texas.

   NOTE 1 - GENERAL AND BASIS OF FINANCIAL STATEMENTS

   The accompanying unaudited condensed consolidated financial statements have
   been prepared in accordance with the rules and regulations of the Securities
   and Exchange Commission and accordingly, do not include all information and
   footnotes required under generally accepted accounting principles for
   complete financial statements. In the opinion of management, these interim
   financial statements contain all adjustments, consisting of only normal,
   recurring adjustments, necessary for a fair presentation of the financial
   position of the Company as of October 31, 1996 and the results of the
   Company's operations and its cash flows for the three month period ended
   October 31, 1996. The results for interim periods are not necessarily
   indicative of results for a full fiscal year. These condensed consolidated
   financial statements should be read in conjunction with the audited
   consolidated financial statements (including the notes thereto) contained in
   the Company's 1996 Transition Report on Form 10-K filed with the Securities
   and Exchange Commission on November 13, 1996.

   NOTE 2 - INVENTORIES

   Inventories consist of the following:
<TABLE>
<CAPTION>
 
                                      OCTOBER 31,    JULY 31,
                                         1996          1996
 
<S>                                   <C>          <C>
Raw materials                         $ 8,327,000   $ 8,959,000
Work in process                         1,920,000       920,000
Finished goods                          2,855,000     4,508,000
Finished goods held for evaluation        621,000       617,000
                                      -----------   -----------
                                      $13,723,000   $15,004,000
                                      ===========   ===========
</TABLE>

   Finished goods held for evaluation consists of completed multi-media
   communication systems used for demonstration and evaluation purposes, which
   are generally sold during the next 12 months.


                                       5
<PAGE>
 
   NOTE 3 - NET INCOME (LOSS) PER SHARE

   Net income (loss) per share is computed by dividing net income (loss) by the
   weighted average number of common shares and common share equivalents
   outstanding (if dilutive) during each period.

   NOTE 4 - TREASURY STOCK

   During the fiscal period ended July 31, 1996, the Company adopted a share
   repurchase program whereby the Company may repurchase shares of its Common
   Stock in the open market provided that the aggregate purchase price of the
   shares repurchased does not exceed $8.4 million and the repurchase price for
   any shares does not exceed $12 per share. The repurchased shares will be
   issued from time to time to fulfill requirements for the Company's Common
   Stock under its employee stock plans. During the quarter ended October 31,
   1996, the Company repurchased 455,200 shares of its Common Stock for
   $3,742,000. At October 31, 1996, the Company has 407,848 shares of treasury
   stock. The Company applies the cost method of accounting for its treasury
   stock.

   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
   RESULTS OF OPERATIONS

   The following review of the Company's financial position and results of
   operations for the three month periods ended October 31, 1996 and 1995 should
   be read in conjunction with the Company's 1996 Transition Report on Form 10-K
   filed with the Securities and Exchange Commission on November 13, 1996.

   In May 1996, the Company changed its fiscal year end from December 31 to July
   31.  As such, the quarter ended October 31, 1996 represents the first quarter
   of the Company's 1997 fiscal year.  The comparative information for the
   quarter ended October 31, 1995 has been restated from the information
   presented in prior Quarterly Reports on Form 10-Q to conform to the Company's
   newly adopted fiscal quarters.

   RESULTS OF OPERATIONS

   The following table sets forth for the fiscal periods indicated the
   percentage of revenues represented by certain items in the Company's
   Condensed Consolidated Statement of Operations:

<TABLE>
<CAPTION>
 
                                         FOR THE THREE
                                         MONTHS ENDED
                                          OCTOBER 31,
                                         1996     1995
 
<S>                                    <C>      <C>
Revenues                                  100%    100%
Gross margin                               44      51
Selling, general and administrative        31      37
Research and development                   10      15
Total operating expenses                   43      52
Other income, net                           2       2
Net income (loss)                           3%      1%
</TABLE>


                                       6
<PAGE>
 
                 THREE MONTHS ENDED OCTOBER 31, 1996 AND 1995

   Revenues. Revenues for the quarter ended October 31, 1996 increased to
   $28,199,000 from $19,510,000 in the quarter ended October 31, 1995, an
   increase of $8,689,000 or 45%. The increase in revenues is due to an increase
   in the number of units sold during the quarter ended October 31, 1996 and
   additional videoconferencing-related revenues generated during the quarter
   ended October 31, 1996 by the Company's systems integration and service
   operations which were acquired in November 1995.

   The following table summarizes the Company's group system unit sales
   activity:
<TABLE>
<CAPTION>
 
                                           FOR THE THREE
                                           MONTHS ENDED
                                            OCTOBER 31,
                                            1996   1995
 
<S>                                       <C>     <C>
Large group conferencing systems             484    377
Small group conferencing systems             104     75
Multipoint control units                      31     33
                                            ----   ----
       Total units                           619    485
                                            ====   ====
</TABLE>

   The increase in sales of the Company's large group conferencing systems
   during the quarter ended October 31, 1996 in comparison with the quarter
   ended October 31, 1995 is due to the introduction of the MediaMax-based
   Leadership Conferencing systems during the fourth calendar quarter of 1995
   and the Lynx-based Team Conferencing systems during the second calendar
   quarter of 1996. Sales of these new products represented almost 80% of large
   group conferencing revenues for the quarter ended October 31, 1996.  The
   increase in sales of the Company's small group conferencing systems during
   the quarter ended October 31, 1996 in comparison with the quarter ended
   October 31, 1995 is due to the introduction of the small group Lynx-based
   Team Conferencing Model 1000 system during the second calendar quarter of
   1996.

   The average selling price for a group system sold in the quarters ended
   October 31, 1996 and 1995 was approximately $33,000 and $41,000,
   respectively.  The decrease in the average selling price is attributable to
   the increase in shipments during the quarter ended October 31, 1996 of the
   Lynx-based Team Conferencing systems which generally carry a lower average
   selling price than the Company's MediaMax-based products.

   During the first calendar quarter of 1996, the Company introduced its
   Personal Collaborator videoconferencing kits as part of its desktop system
   product line.  Desktop system products represented 3% and 1% of products
   sales for the quarters ended October 31, 1996 and 1995, respectively.

   International sales contributed approximately 24% of product revenues for the
   quarter ended October 31, 1996 as compared to 16% in the quarter ended
   October 31, 1995.

   While the Company strives for consistent revenue growth, there can be no
   assurance that consistent revenue growth or profitability can be achieved.
   Consistent with many companies in the technology industry, the Company's
   business model is characterized by a very high degree of operating leverage.
   The Company's expense levels are based, in part, on its expectations as to
   future revenue levels, which are difficult to predict partly due to the
   Company's strategy of distributing its products through resellers. 


                                       7
<PAGE>
 
   Because expense levels are based on the Company's expectations as to future
   revenues, the Company's expense base is relatively fixed in the short term.
   If revenue levels are below expectations, operating results may be materially
   and adversely affected and net income is likely to be disproportionately
   adversely affected. In addition, the Company's quarterly and annual results
   may fluctuate as a result of many factors, including price reductions, delays
   in the introduction of new products, delays in purchase decisions due to new
   product announcements by the Company or its competitors, cancellations or
   delays of orders, interruptions or delays in supplies of key components,
   changes in reseller base, customer base, business or product mix and seasonal
   patterns and other shifts of capital spending by customers. There can be no
   assurance that the Company will be able to increase or even maintain its
   current level of revenues on a quarterly or annual basis in the future. Due
   to all of the foregoing factors, it is possible that in one or more future
   quarters the Company's operating results will be below the expectations of
   public securities market analysts. In such event, the price of the Company's
   Common Stock would likely be materially adversely affected.

   Gross margin. Gross margin as a percentage of total revenues in the quarter
   ended October 31, 1996 was 44%, a decrease from the 51% gross margin
   generated in the quarter ended October 31, 1995. Approximately half of the
   change in the gross margin percentage relates to the incremental revenues
   generated by the Company's systems integration and service operations, which
   were acquired in the fourth calendar quarter of 1995. Revenues from the
   Company's systems integration and service operations generally carry a lower
   gross margin than product revenues. The remaining decrease in the gross
   margin percentage is the result of a shift in the product sales mix such that
   the Company's higher margin MediaMax-based products declined to approximately
   20% of the Company's product revenues during the quarter ended October 31,
   1996 as sales of the Company's new products have increased. Price competition
   in certain of the Company's older products also contributed to lower gross
   margins in the quarter ended October 31, 1996.

   Although the Company expects gross margins to improve during fiscal 1997, it
   continues to expect gross margin pressures due to price competitiveness in
   the industry, shifts in the product sales mix and anticipated offerings of
   new products which may carry a lower gross margin. The Company expects that
   overall price competitiveness in the industry will continue to become more
   intense as users of videoconferencing systems attempt to balance performance,
   functionality and cost. The Company's gross margin is subject to fluctuation
   based on pricing, production costs and sales mix.

   Selling, general and administrative. Selling, general and administrative
   expenses increased by $1,747,000 or 25% from $7,120,000 in the quarter ended
   October 31, 1995 to $8,867,000 in the quarter ended October 31, 1996.
   Selling, general and administrative expenses as a percentage of revenues were
   31% and 36% for the three months ended October 31, 1996 and 1995,
   respectively. The increase in the amount of these expenses is due to
   additional investments made by the Company in sales and marketing programs
   related to new product introductions, incremental expenses required to
   support the Company's overall revenue growth, and incremental expenses
   incurred during the quarter ended October 31, 1996 which relate to the
   Company's systems integration and service operations which were acquired in
   the fourth calendar quarter of 1995. Selling, general and administrative
   expenses as a percentage of revenues has declined during the three months
   ended October 31, 1996 in comparison with the three months ended October 31,
   1995 as the Company's sales and marketing programs have caused revenues to
   increase at a faster rate than the Company's selling, general and
   administrative expenses have.


                                       8
<PAGE>
 
   Research and development.  Research and development expenses decreased by
   $51,000, or 2%, from $2,969,000 in the quarter ended October 31, 1995 to
   $2,918,000 in the quarter ended October 31, 1996.  Research and development
   expenses as a percentage of revenues were 10% and 15% for the three months
   ended October 31, 1996 and 1995, respectively.  Research and development
   expenses are consistent from the three months ended October 31, 1995 to the
   three months ended October 31, 1996 as the Company has focused its research
   and development resources and effort under the Customer Business Unit
   organization resulting in a more efficient and productive use of research and
   development resources.  Research and development expenses decreased as a
   percentage of revenues from the quarter ended October 31, 1995 to the quarter
   ended October 31, 1996 due to the incremental systems integration and service
   revenues generated in the quarter ended October 31, 1996, which do not carry
   any related research and development costs.

   Although the percentage of revenues invested by the Company in research and
   development may vary from period to period, the Company is committed to
   investing in its research and development programs.  Future research and
   development expenses will increase as revenues increase. All of the Company's
   research and development costs and internal software development costs have
   been expensed as incurred.

   During the third calendar quarter of 1993, the Company entered into a
   Development and License Agreement ("Development Agreement") with Intel
   Corporation ("Intel").  As a part of this Development Agreement, Intel agreed
   to advance the Company $3 million of funds in order to enable the Company to
   jointly research and develop videoconferencing  products with Intel. Of the
   $3 million advance, $906,000 remains at October 31, 1996 for future
   development projects.  As of October 31, 1996, the Company had no research
   and development activities in process or planned related to the Development
   Agreement.

   Other income, net. Other income, net increased by $347,000, or 108%, from
   $320,000 in the quarter ended October 31, 1995 to $667,000 in the quarter
   ended October 31, 1996. The increase in other income, net is attributable to
   higher interest income earned during the quarter ended October 31, 1996 on
   the Company's cash and investment balances. The cash and investment balances
   increased as a result of the cash provided by the completion of a secondary
   offering in the fourth calendar quarter of 1995.

   Net income (loss).  The Company  generated net income of $954,000, or $.07
   per share, during the quarter ended October 31, 1996 compared to net income
   of $132,000, or $.01 per share, during the quarter ended October 31, 1995.
   The increase in net income in the quarter ended October 31, 1996 compared to
   the quarter ended October 31, 1995 was the result of revenues increasing at a
   faster rate than operating expenses.

   Improvement in the Company's financial performance during the remainder of
   fiscal year 1997 will depend on the Company's ability to continue to
   significantly increase revenues through growth in the Company's distribution
   channels and the successful introduction of its new products, to generate
   improving gross margins and to control the growth of operating expenses.
   There can be no assurances that the Company will be successful in achieving
   these objectives during the remainder of fiscal year 1997.


                                       9
<PAGE>
 
   LIQUIDITY AND CAPITAL RESOURCES

   At October 31, 1996, the Company had working capital of $62,538,000,
   including $42,168,000 in cash, cash equivalents and short-term investments.
   The primary uses of cash during the quarter ended October 31, 1995 were to
   purchase property and equipment and leasehold improvements and to fund
   working capital needs required to support the Company's growth. The primary
   uses of cash during the quarter ended October 31, 1996 were to repurchase
   shares of the Company's Common Stock under a stock repurchase program (see
   Note 4 to the Condensed Consolidated Financial Statements), to purchase
   property and equipment and leasehold improvements and to fund working capital
   needs required to support the Company's growth.

   Cash used in operating activities was $2,990,000 for the quarter ended
   October 31, 1996, due to an increase in accounts receivable as a result of
   revenue growth during the quarter and decreases in accounts payable and
   accrued liabilities, slightly offset by a decrease in inventories.  Cash
   provided by operating activities was $3,071,000 for the quarter ended October
   31, 1995, due to a decrease in accounts receivable and increases in accounts
   payable and accrued liabilities, slightly offset by an increase in
   inventories.

   Cash flows from investing activities during the quarter ended October 31,
   1996 were the result of capital expenditures of $1,890,000 and net investment
   activity from short-term investments which generated cash of $7,641,000. The
   Company periodically generates cash from short-term investments, as such
   investments are utilized from time to time to provide cash needed to support
   the Company's growth.  Cash flows from investing activities during the
   quarter ended October 31, 1995 were the result of the investment of the
   proceeds of the Company's secondary offering which netted approximately
   $57,000,000 to the Company and capital expenditures of $1,767,000.  The
   increase in capital expenditures during the quarters ended October 31, 1996
   and 1995 is related to increases in demonstration and support
   videoconferencing systems acquired to support the Company's growth.

   Cash flows used in financing activities during the quarter ended October 31,
   1996 relate to the repurchase of 455,200 shares of the Company's Common Stock
   for $3,742,000 under a share repurchase program (see Note 4 to the Condensed
   Consolidated Financial Statements). Cash flows provided by financing
   activities relate to the completion by the Company of a secondary offering
   whereby the Company netted approximately $57,000,000 from the sale of
   3,000,000 shares of its Common Stock.

   At October 31, 1996, the Company had a $10,000,000 revolving line of credit
   available with a financial institution.  No amounts have been drawn or are
   outstanding under the line of credit.  The Company's principal sources of
   liquidity at October 31, 1996 consist of  $42,168,000 of cash, cash
   equivalents and short-term investments and amounts available under the
   Company's revolving line of credit.  The Company believes that existing cash
   and cash equivalent balances, short-term investments, cash generated from
   product sales and its revolving line of credit will be sufficient to meet the
   Company's cash and capital requirements for at least the next 12 months.

   GENERAL

   The markets for the Company's products are characterized by a highly
   competitive and rapidly changing environment in which operating results are
   subject to the effects of frequent product introductions, manufacturing
   technology innovations and rapid fluctuations in product demand.  While the
   Company attempts to identify and respond to these changes as soon as
   possible, prediction of and reaction to such events will be an ongoing
   challenge and may result in revenue shortfalls during certain periods of
   time.


                                       10
<PAGE>
 
   The Company's future results of operations and financial condition could be
   impacted by the following factors, among others: trends in the
   videoconferencing market, introduction of new products by competitors,
   increased competition due to the entrance of other companies into the
   videoconferencing market - especially more established companies with greater
   resources than those of the Company, delay in the introduction of higher
   performance products, market acceptance of new products introduced by the
   Company, price competition, interruption of the supply of low-cost products
   from third-party manufacturers, changes in general economic conditions in any
   of the countries in which the Company does business, adverse legal disputes
   and delays in purchases relating to federal government procurement.

   Due to the factors noted above and elsewhere in Management's Discussion and
   Analysis of Financial Condition and Results of Operations, the Company's past
   earnings and stock price has been, and future earnings and stock price
   potentially may be, subject to significant volatility, particularly on a
   quarterly basis. Past financial performance should not be considered a
   reliable indicator of future performance and investors are cautioned in using
   historical trends to anticipate results or trends in future periods. Any
   shortfall in revenue or earnings from the levels anticipated by securities
   analysts could have an immediate and significant affect on the trading price
   of the Company's Common Stock in any given period. Also, the Company
   participates in a highly dynamic industry which often contributes to the
   volatility of the Company's Common Stock price.


                         PART II -- OTHER INFORMATION


   ITEM 1.  LEGAL PROCEEDINGS

             None.

   ITEM 5.  OTHER INFORMATION

             None

   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

             None



                                *      *      *


                                       11
<PAGE>
 
                                  SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act of 1934, the
   registrant has duly caused this report to be signed on its behalf by the
   undersigned thereunto duly authorized.



                                       VTEL CORPORATION

 
 
        December 12, 1996             By:   /s/  Rodney S. Bond
                                          --------------------------------
                                                 Rodney S. Bond  
                                              Vice President-Finance
                                            (Chief Financial Officer
                                          and Principal Accounting Officer)
 

                                       12

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM VTEL
CORPORATION'S BALANCE SHEET & INCOME STATEMENT FOR THE THREE MONTHS ENDED
10\31\96, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10/31/96 10-Q
FILING.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUL-31-1997
<PERIOD-START>                             AUG-01-1996
<PERIOD-END>                               OCT-31-1996
<CASH>                                       1,502,000
<SECURITIES>                                40,666,000
<RECEIVABLES>                               23,779,000
<ALLOWANCES>                                  (240,000)
<INVENTORY>                                 13,723,000
<CURRENT-ASSETS>                            80,671,000
<PP&E>                                      24,362,000
<DEPRECIATION>                             (10,296,000)
<TOTAL-ASSETS>                             109,967,000
<CURRENT-LIABILITIES>                       18,133,000
<BONDS>                                              0
                                0
                                          0
<COMMON>                                   121,265,000
<OTHER-SE>                                 (29,431,000)
<TOTAL-LIABILITY-AND-EQUITY>               109,967,000
<SALES>                                     28,199,000
<TOTAL-REVENUES>                            28,199,000
<CGS>                                      (15,868,000)
<TOTAL-COSTS>                              (12,025,000)
<OTHER-EXPENSES>                               667,000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                973,000
<INCOME-TAX>                                   (19,000)
<INCOME-CONTINUING>                            973,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   954,000
<EPS-PRIMARY>                                      .07
<EPS-DILUTED>                                      .07
        

</TABLE>


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