content: <PAGE>   1
               As filed with the Securities and Exchange Commission
                     on August 14, 1996 Registration No. 33-
  
                                -------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     FORM S - 8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                               PICTURETEL CORPORATION
               (Exact name of registrant as specified in its charter)
  
  Delaware                                  04-2835972                         
  - --------------------------------          -------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer
  incorporation or organization)            Identification No.)
  
                  100 Minuteman Road, Andover, Massachusetts 01810
                      (Address of Principal Executive Offices)
  
               Amended 1992 Non-Employee Directors' Stock Option Plan
                              (Full Title of the Plan)
  
                                 Dr. Norman E. Gaut
                  100 Minuteman Road, Andover, Massachusetts 01810
                       (Name and address of Agent for service)
  
                                   (508) 292-5000
            ------------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ================================================================================================================================
  Title of Securities        Amount to be             Proposed                  Proposed                  Amount of
  to be Registered           Registered               Maximum                   Maximum                   Registration
                                                      offering price per        aggregate offering        Fee (1)
                                                      share (1)                 price (1)                 
  - --------------------------------------------------------------------------------------------------------------------------------
  <S>                        <C>                      <C>                       <C>                       <C>      
  Common Stock               150,000                  $37.315                   $5,597,250.00             $1,930.09
  ================================================================================================================================
  </TABLE>
  
  (1)      Estimated solely for the purpose of calculating the registration fee on
           the basis of the average bid and asked price of the Common Stock as
           reported by the National Association of Securities Dealers Quotation
           System for August 9, 1996
  
                      The Exhibit Index can be found at Page 3.
  
  
                                          1
  <PAGE>   2
                             INCORPORATION BY REFERENCE
  
  PictureTel Corporation (the "Registrant") hereby incorporates by reference the
  contents of the Registrant's Registration Statement on Form S-8, File No.
  33-69292.
  
  Item 8.         Exhibits
  
  Exhibit 4(a)                PictureTel Corporation Amended 1992
                              Non-Employee Directors' Plan as amended to date.
  
  Exhibit 4(b)                Form of Common Stock Certificate (1)
  
  Exhibit 4(c)                PictureTel Corporation's Third
                              Restated Certificate of Incorporation (2)
  
  Exhibit 4(d)                PictureTel Corporation's By-Laws (3)
  
  Exhibit 5                   Opinion of Counsel
  
  Exhibit 24(a)               Consent of Counsel (contained in exhibit 5)
  
  Exhibit 24 (b)              Consent of Coopers & Lybrand L.L.P.
  
  Exhibit 25                  Power of Attorney  (see page 4 of the
                              Registration Statement)
  
  (1)      Incorporated by reference to the Registrant's Registration Statement on
           Form S-8, File No. 33-36315.
  
  (2)      Incorporation by reference to the Registrant's Registration Statement
           on Form S-8, File 33-49814.
  
  (3)      Incorporated by reference to the Registrant's Current Report on Form
           8-K dated September 13, 1994.
  
                                          2
  <PAGE>   3
                                    EXHIBIT INDEX
                                                                           Page
  
  Exhibit 4(a)              PictureTel Corporation Amended 1992              6
                                   Non-Employee Directors' Plan
  
  Exhibit 5                 Opinion of Counsel                              12
  
  Exhibit 24 (b)            Consent of Coopers & Lybrand L.L.P.             13
  
  
                                          3
  <PAGE>   4
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized in the Town of Danvers, Massachusetts on the 28th day of June, 1996.
  
                                       PICTURETEL CORPORATION
  
                                       By:     /s/ Norman E. Gaut
                                               ----------------------------------
                                               Norman E. Gaut
                                               President, Chief Executive Officer
  
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
  constitutes and appoints Norman E. Gaut, Les B. Strauss, and Howard K. Fuguet,
  and each of them singly, his true and lawful attorneys-in-fact and agent, with
  full power of substitution and resubstitution, for him and in his name, place
  and stead, in any and all capacities, to sign any or all amendments to this
  Registration Statement, including any pre-effective and post-effective
  amendments, and to file the same with all exhibits thereto, and other documents
  in connection therewith, with the Securities and Exchange Commission, granting
  unto the 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 done 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 substitutes lawfully do or cause to be done
  by virtue hereof.
  
                  Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated.
  
           Signature               Title                                      Date
  
  /s/ Norman E. Gaut        Chairman of the Board,                   June 28, 1996
  - --------------------      President and Chief Executive
  Norman E. Gaut            Officer and Director
                            (Principal Executive Officer)
  
  /s/ Les B. Strauss        Vice President, Chief Financial          June 28, 1996
  - --------------------      Officer
  Les B. Strauss            (Principal Financial Officer and
                            Principal Accounting Officer)
  
  /s/ Vinod Khosla          Director                                 June 28, 1996
  - ------------------
  Vinod Khosla
  
  
                                         4
  <PAGE>   5
  /s/ Robert T. Knight      Director                                 June 28, 1996
  - --------------------
  Robert T. Knight
  
  /s/ David B. Levi         Director                                 June 28, 1996
  - --------------------
  David B. Levi
  
  /s/ James R. Swartz       Director                                 June 28, 1996
  - --------------------
  James R. Swartz
  
  
                                         5
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "PICTURETEL CORPORATION REGISTRATION STATEMENT S-8", "secsgml_size_bytes": 8037}]
metadata_filer: {"company-data": {"conformed-name": "PICTURETEL CORP", "cik": "0000755095", "assigned-sic": "3661", "irs-number": "042835972", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10163", "film-number": "96614308"}, "business-address": {"street1": "222 ROSEWOOD DR", "city": "DANVERS", "state": "MA", "zip": "01923", "phone": "5087625000"}, "mail-address": {"street1": "222 ROSEWOOD DR", "city": "DANVERS", "state": "MA", "zip": "01923"}, "former-company": {"former-conformed-name": "PICTEL CORP", "date-changed": "19870505"}}
text: 1
               As filed with the Securities and Exchange Commission
                     on August 14, 1996 Registration No. 33-
  
                                -------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     FORM S - 8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                               PICTURETEL CORPORATION
               (Exact name of registrant as specified in its charter)
  
  Delaware                                  04-2835972                         
  - --------------------------------          -------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer
  incorporation or organization)            Identification No.)
  
                  100 Minuteman Road, Andover, Massachusetts 01810
                      (Address of Principal Executive Offices)
  
               Amended 1992 Non-Employee Directors' Stock Option Plan
                              (Full Title of the Plan)
  
                                 Dr. Norman E. Gaut
                  100 Minuteman Road, Andover, Massachusetts 01810
                       (Name and address of Agent for service)
  
                                   (508) 292-5000
            ------------------------------------------------------------
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================================================================
  Title of Securities        Amount to be             Proposed                  Proposed                  Amount of
  to be Registered           Registered               Maximum                   Maximum                   Registration
                                                      offering price per        aggregate offering        Fee (1)
                                                      share (1)                 price (1)                 
  - --------------------------------------------------------------------------------------------------------------------------------
  Common Stock               150,000                  $37.315                   $5,597,250.00             $1,930.09
  ================================================================================================================================
  (1)      Estimated solely for the purpose of calculating the registration fee on
           the basis of the average bid and asked price of the Common Stock as
           reported by the National Association of Securities Dealers Quotation
           System for August 9, 1996
  
                      The Exhibit Index can be found at Page 3.
  
                                          1
  2
                             INCORPORATION BY REFERENCE
  
  PictureTel Corporation (the "Registrant") hereby incorporates by reference the
  contents of the Registrant's Registration Statement on Form S-8, File No.
  33-69292.
  
  Item 8.         Exhibits
  
  Exhibit 4(a)                PictureTel Corporation Amended 1992
                              Non-Employee Directors' Plan as amended to date.
  
  Exhibit 4(b)                Form of Common Stock Certificate (1)
  
  Exhibit 4(c)                PictureTel Corporation's Third
                              Restated Certificate of Incorporation (2)
  
  Exhibit 4(d)                PictureTel Corporation's By-Laws (3)
  
  Exhibit 5                   Opinion of Counsel
  
  Exhibit 24(a)               Consent of Counsel (contained in exhibit 5)
  
  Exhibit 24 (b)              Consent of Coopers & Lybrand L.L.P.
  
  Exhibit 25                  Power of Attorney  (see page 4 of the
                              Registration Statement)
  
  (1)      Incorporated by reference to the Registrant's Registration Statement on
           Form S-8, File No. 33-36315.
  
  (2)      Incorporation by reference to the Registrant's Registration Statement
           on Form S-8, File 33-49814.
  
  (3)      Incorporated by reference to the Registrant's Current Report on Form
           8-K dated September 13, 1994.
  
                                          2
  3
                                    EXHIBIT INDEX
                                                                           Page
  
  Exhibit 4(a)              PictureTel Corporation Amended 1992              6
                                   Non-Employee Directors' Plan
  
  Exhibit 5                 Opinion of Counsel                              12
  
  Exhibit 24 (b)            Consent of Coopers & Lybrand L.L.P.             13
  
                                          3
  4
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized in the Town of Danvers, Massachusetts on the 28th day of June, 1996.
  
                                       PICTURETEL CORPORATION
  
                                       By:     /s/ Norman E. Gaut
                                               ----------------------------------
                                               Norman E. Gaut
                                               President, Chief Executive Officer
  
  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
  constitutes and appoints Norman E. Gaut, Les B. Strauss, and Howard K. Fuguet,
  and each of them singly, his true and lawful attorneys-in-fact and agent, with
  full power of substitution and resubstitution, for him and in his name, place
  and stead, in any and all capacities, to sign any or all amendments to this
  Registration Statement, including any pre-effective and post-effective
  amendments, and to file the same with all exhibits thereto, and other documents
  in connection therewith, with the Securities and Exchange Commission, granting
  unto the 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 done 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 substitutes lawfully do or cause to be done
  by virtue hereof.
  
                  Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated.
  
           Signature               Title                                      Date
  
  /s/ Norman E. Gaut        Chairman of the Board,                   June 28, 1996
  - --------------------      President and Chief Executive
  Norman E. Gaut            Officer and Director
                            (Principal Executive Officer)
  
  /s/ Les B. Strauss        Vice President, Chief Financial          June 28, 1996
  - --------------------      Officer
  Les B. Strauss            (Principal Financial Officer and
                            Principal Accounting Officer)
  
  /s/ Vinod Khosla          Director                                 June 28, 1996
  - ------------------
  Vinod Khosla
  
                                         4
  5
  /s/ Robert T. Knight      Director                                 June 28, 1996
  - --------------------
  Robert T. Knight
  
  /s/ David B. Levi         Director                                 June 28, 1996
  - --------------------
  David B. Levi
  
  /s/ James R. Swartz       Director                                 June 28, 1996
  - --------------------
  James R. Swartz
  
                                         5