content: <PAGE>   1
       As filed with the Securities and Exchange Commission on April 9, 2001
  
                                                              File No. 333-_______
  
  
                            -----------------------------
                         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                             (I.R.S. Employer
    of Incorporation or Organization)                         Identification No.)
  
  
                                 100 Minutemen Road
                            Andover, Massachusetts 01810
                      (Address of Principal Executive Offices)
  
  
                 ROBERT BYRNES NON-STATUTORY STOCK OPTION AGREEMENT
                  LEWIS JAFFE NON-STATUTORY STOCK OPTION AGREEMENT
                CURTIS STEWART NON-STATUTORY STOCK OPTION AGREEMENT
                DALTON EDGECOMB NON-STATUTORY STOCK OPTION AGREEMENT
  
                              (Full Title of the Plans)
  
                              W. Robert Kellegrew, Esq.
                                   General Counsel
                               PictureTel Corporation
                                 100 Minutemen Road
                            Andover, Massachusetts 01810
                                   (978) 292-5000
  
  
  (Name, Address and Telephone Number, including Area Code, of Agent for Service)
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  =================================================================================================================
  Title Of Securities To         Amount             Proposed Maximum         Proposed Maximum         Amount Of
           Be                     To Be            Offering Price Per       Aggregate Offering     Registration Fee
       Registered              Registered                Share                    Price
  -----------------------------------------------------------------------------------------------------------------
  <S>                        <C>                   <C>                      <C>                    <C>
  Common Stock,
  Par Value $.01             715,000 shares             $3.32(1)                $2,372,500             $593.13
  =================================================================================================================
  </TABLE>
  
  
  Exhibit Index on Page II-6
  
  
  --------------------
  (1) The proposed maximum offering price for 250,000 shares is $4.375 per share.
  The proposed maximum offering price for 300,000 shares is $2.656 per share. The
  proposed maximum offering price for 40,000 shares is $3.875 per share. The
  proposed maximum offering price for 125,000 shares is $2.63 per share.
  <PAGE>   2
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference.
  
           PictureTel Corporation hereby incorporates herein the following
  documents by reference:
  
           (a)      Our Annual Report on Form 10-K/A for the 12-month period ended
                    December 31, 1999, as filed with the Securities and Exchange
                    Commission (the "Commission") on August 15, 2000;
  
           (b)      Our Quarterly Report on Form 10Q/A for the Quarter ended April
                    1, 2000, our Quarterly Report on Form 10-Q for the Quarter
                    ended July 1, 2000 and our Quarterly Report on Form 10-Q for
                    the Quarter ended September 30, 2000, as filed with the
                    Commission on August 14, 2000, August 15, 2000 and November
                    14, 2000, respectively.
  
           (c)      Current Reports on Form 8-K, as filed with the Commission on
                    each of May 23, 2000, July 18, 2000, July 31, 2000, August 30,
                    2000 and February 7, 2001.
  
           (d)      Form of PictureTel's Common Stock Certificate (Incorporated by
                    Reference to Exhibit 4(b) to PictureTel's Registration
                    Statement on Form S-8, No. 33-36315, as filed with the
                    Commission on August 10, 1990.)
  
           (e)      Third Restated Certificate of Incorporation (incorporated by
                    reference to Exhibit 3.1.4 to PictureTel's Quarterly Report on
                    Form 10-Q for the quarter ended June 27, 1992).
  
           All documents subsequently filed by the Registrant pursuant to Section
  13(a), Section 13(c), Section 14 and Section 15(d) of the Securities Exchange
  Act of 1934, (as amended the "Exchange Act"), prior to the filing of a
  post-effective amendment to this Registration Statement that indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated herein by reference from
  the date of filing of such documents.
  
  Item 4. Description of Securities.
  
           Not applicable.
  
  Item 5.    Interests of Named Experts and Counsel.
  
           Not applicable.
  
  Item 6. Indemnification of Directors and Officers.
  
           Section 145 of the Delaware General Corporation Law, as amended,
  provides that a corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal or
  
                                        II-1
  <PAGE>   3
  investigative (other than an action by or in the right of the corporation) by
  reason of the fact that such person is or was a director, officer, employee or
  agent of the corporation, or is or was serving at the request of the corporation
  as director, officer, employee or agent of another corporation, partnership,
  joint venture, trust or other enterprise, against expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlement actually and reasonably
  incurred by such person in connection with such action, suit or proceeding if
  such person acted in good faith and in a manner such person reasonably believed
  to be in or not opposed to the best interests of the corporation, and, with
  respect to any criminal action or proceeding, had no reasonable cause to believe
  such person's conduct was unlawful. Section 145 further provides that a
  corporation similarly may indemnify any such person serving in any such capacity
  who was or is a party or is threatened to be made a party to any threatened,
  pending or completed action or suit by or in the right of the corporation to
  procure a judgment in its favor, against expenses actually and reasonably
  incurred in connection with the defense or settlement of such action or suit if
  such person acted in good faith and in a manner such person reasonably believed
  to be in or not opposed to the best interest of the corporation and except that
  no indemnification shall be made in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable to the corporation
  unless and only to the extent that the Delaware Court of Chancery or such other
  court in which such action or suit was brought shall determine upon application
  that, despite the adjudication of liability but in view of all the circumstances
  of the case, such person is fairly and reasonably entitled to indemnity for such
  expenses which the Court of Chancery or such other court shall deem proper.
  
           Section 102(b)(7) of the Delaware General Corporation Law, as amended,
  permits a corporation to include in its certificate of incorporation a provision
  eliminating or limiting the personal liability of a director to the corporation
  or its stockholders for monetary damages for breach of fiduciary duty as a
  director, provided, however, that such provision shall not eliminate or limit
  the liability of a director (i) for any breach of the director's duty of loyalty
  to the corporation or its stockholders, (ii) for acts or omissions not in good
  faith or which involve intentional misconduct or a knowing violation of law,
  (iii) under Section 174 of the Delaware General Corporation Law (relating to
  unlawful payment of dividends and unlawful stock purchase and redemption) or
  (iv) for any transaction from which the director derived an improper personal
  benefit.
  
           PictureTel's Third Restated Certificate of Incorporation provides that
  PictureTel's directors shall not be liable to PictureTel or its stockholders for
  monetary damages for breach of fiduciary duty as a director, except to the
  extent and only to the extent that exculpation from liabilities is not permitted
  under the Delaware General Corporation Law as in effect at the time such
  liability is determined.
  
  Item 7. Exemption From Registration Claimed.
  
           Not applicable.
  
  Item 8. Exhibits.
  
           4.1.     Third Restated Certificate of Incorporation of PictureTel
                    (Incorporated by Reference to Exhibit 3.1.4 of PictureTel's
                    Quarterly Report on Form 10-Q for the quarter ended June 27,
                    1992).
  
                                        II-2
  <PAGE>   4
           4.2.     Amended and Restated By-Laws of PictureTel (Incorporated by
                    Reference to Exhibit 1 to PictureTel's Current Report on Form
                    8-K as filed with the Commission on September 14, 1994).
  
           4.3.     Certificate of Designation, Preferences and Other Rights of
                    the Series A Preference Stock of PictureTel Corporation,
                    consisting of an Amendment to the Certificate of Incorporation
                    (incorporated by reference to Exhibit 3.1.1 to PictureTel's
                    Quarterly Report on Form 10-Q for the quarter ended April 4,
                    1999).
  
           4.4.     Certificate of Designation, Preferences and other Rights of
                    the Series B Preference Stock of PictureTel Corporation,
                    consisting of an Amendment to the Certificate of Incorporation
                    (incorporated by reference to Exhibit 2 of PictureTel's
                    Current Report on Form 8-K filed on July 31, 2000).
  
           4.5.     Robert Byrnes Non-Statutory Stock Option Agreement.
  
           4.6.     Lewis Jaffe Non-Statutory Stock Option Agreement.
  
           4.7.     Curtis Stewart Non-Statutory Stock Option Agreement.
  
           4.8.     Dalton Edgecomb Non-Statutory Stock Option Agreement.
  
           5.       Opinion of Ropes & Gray.
  
           23.1.    Consent of Ropes & Gray (See Exhibit 5).
  
           23.2.    Consent of PricewaterhouseCoopers, LLP.
  
           24.      Power of Attorney.
  
  Item 9. Undertakings.
  
           (a)      PictureTel hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             registration statement:
  
                             (i)      To include any prospectus required by
                                      Section 10(a)(3) of the Securities Act of
                                      1933, (as amended the "Securities Act");
  
                             (ii)     To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the Registration Statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the Registration
                                      Statement. Notwithstanding the foregoing, an
                                      increase or decrease in volume of securities
                                      offered (if the total dollar value of
                                      securities offered would not exceed that
                                      which was registered) and any deviation from
                                      the low or high end of the estimated maximum
                                      offering range may be reflected in the
  
  
                                        II-3
  <PAGE>   5
                                      form of prospectus filed with the Commission
                                      pursuant to Rule 424(b) if, in the
                                      aggregate, the changes in volume and price
                                      represent no more than a 20 percent change
                                      in the maximum aggregate offering price set
                                      forth in the "Calculation of Registration
                                      Fee" table in the effective registration
                                      statement;
  
                             (iii)    To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the Registration
                                      Statement or any material change to such
                                      information in this Registration Statement;
  
                    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                    above shall not apply if the information required to be
                    included in a post-effective amendment by those paragraphs is
                    contained in periodic reports filed with or furnished to the
                    Commission by PictureTel pursuant to Section 13 or Section
                    15(d) of the Exchange Act that are incorporated by reference
                    in this Registration Statement.
  
                    (2) That, for the purpose of determining any liability under
                    the Securities Act, each such post-effective amendment shall
                    be deemed to be a new registration statement relating to the
                    securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof.
  
                    (3) To remove from registration by means of a post-effective
                    amendment any of the securities being registered which remain
                    unsold at the termination of the offering.
  
           (b)      PictureTel hereby undertakes that, for purposes of determining
                    any liability under the Securities Act, each filing of
                    PictureTel's annual report pursuant to Section 13(a) or
                    Section 15(d) of the Exchange Act that is incorporated by
                    reference in the Registration Statement shall be deemed to be
                    a new Registration Statement relating to the securities
                    offered therein, and the offering of such securities at that
                    time shall be deemed to be the initial bona fide offering
                    thereof.
  
           (c)      Insofar as indemnification for liabilities arising under the
                    Securities Act may be permitted to directors, officers and
                    controlling persons of PictureTel pursuant to the foregoing
                    provisions, or otherwise, PictureTel has been advised that in
                    the opinion of the Commission such indemnification is against
                    public policy as expressed in the Securities Act and is,
                    therefore, unenforceable. In the event that a claim for
                    indemnification against such liabilities (other than the
                    payment by PictureTel of expenses incurred or paid by a
                    director, officer or controlling person of PictureTel in the
                    successful defense of any action, suit or proceeding) is
                    asserted by such director, officer or controlling person in
                    connection with the securities being registered, PictureTel
                    will, unless in the opinion of its counsel the matter has been
                    settled by controlling precedent, submit to a court of
                    appropriate jurisdiction the question whether such
                    indemnification by it is against public policy as expressed in
                    the Act and will be governed by the final adjudication of such
                    issue.
  
                                        II-4
  <PAGE>   6
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, PictureTel
  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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Andover, The Commonwealth of Massachusetts, on
  this 9th day of April, 2001.
  
                                                   PICTURETEL CORPORATION
  
  
  
                                                   By: /s/ Dalton Edgecomb
                                                       -----------------------
                                                       Dalton Edgecomb
                                                       Chief Financial Officer
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in the capacities and
  on the dates indicated.
  
           Witness our hands on the date set forth below.
  
  <TABLE>
  <CAPTION>
       SIGNATURE                                  TITLE                               DATE
       ---------                                  -----                               ----
  <S>                                <C>                                           <C>
         *                           Principal Executive Officer, Chief            April 9, 2001
  ----------------------------       Executive Officer, Chairman of the
  Norman E. Gaut                     Board, and Director
  
  
    /s/ DALTON EDGECOMB              Principal Financial Officer, Principal        April 9, 2001
  ----------------------------       Accounting Officer, and Chief Financial
  Dalton Edgecomb                    Officer
  
         *                           Director                                      April 9, 2001
  ----------------------------
  Robert Knight
  
         *                           Director                                      April 9, 2001
  ----------------------------
  Carl S. Ledbetter
  
         *
  ----------------------------
  David B. Levi                      Director                                      April 9, 2001
  
         *
  ----------------------------
  Werner Schmucking                  Director                                      April 9, 2001
  
  
         *
  ----------------------------
  Enzo Torresi                       Director                                      April 9, 2001
  </TABLE>
  
  
  *  By:    /s/ DALTON EDGECOMB
          ------------------------------------
          Dalton Edgecomb
          Attorney-in-Fact
  
  
                                        II-5
  <PAGE>   7
                                    EXHIBIT INDEX
  
  
  Number                         Title of Exhibit
  
  4.1.              Third Restated Certificate of Incorporation of PictureTel
                    Corporation (Incorporated by Reference to Exhibit 3.1.4 of the
                    Registrant's Quarterly Report on Form 10-Q for the quarter
                    ended June 27, 1992).
  
  4.2.              Amended and Restated By-Laws of PictureTel Corporation
                    (Incorporated by Reference to Exhibit 1 to the Registrant's
                    Current Report on Form 8-K as filed with the Commission on
                    September 14, 1994).
  
  4.3.              Certificate of Designation, Preferences and Other Rights of
                    the Series A Preference Stock of PictureTel Corporation,
                    consisting of an Amendment to the Certificate of Incorporation
                    (incorporated by reference to Exhibit 3.1.1 to PictureTel's
                    Quarterly Report on Form 10-Q for the quarter ended April 4,
                    1999).
  
  4.4.              Certificate of Designation, Preferences and other Rights of
                    the Series B Preference Stock of PictureTel Corporation,
                    consisting of an Amendment to the Certificate of Incorporation
                    (incorporated by reference to Exhibit 2 of PictureTel's
                    Current Report on Form 8-K filed on January 31, 2000).
  
  4.5.              Robert Byrnes Non-Statutory Stock Option Agreement.
  
  4.6.              Lewis Jaffe Non-Statutory Stock Option Agreement.
  
  4.7.              Curtis Stewart Non-Statutory Stock Option Agreement.
  
  4.8.              Dalton Edgecomb Non-Statutory Stock Option Agreement.
  
  5.                Opinion of Ropes & Gray.
  
  23.1.             Consent of Ropes & Gray (See Exhibit 5).
  
  23.2.             Consent of PricewaterhouseCoopers LLP.
  
  24.               Power of Attorney.
  
  
                                        II-6
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text: 1
       As filed with the Securities and Exchange Commission on April 9, 2001
  
                                                              File No. 333-_______
  
                            -----------------------------
                         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                             (I.R.S. Employer
    of Incorporation or Organization)                         Identification No.)
  
                                 100 Minutemen Road
                            Andover, Massachusetts 01810
                      (Address of Principal Executive Offices)
  
                 ROBERT BYRNES NON-STATUTORY STOCK OPTION AGREEMENT
                  LEWIS JAFFE NON-STATUTORY STOCK OPTION AGREEMENT
                CURTIS STEWART NON-STATUTORY STOCK OPTION AGREEMENT
                DALTON EDGECOMB NON-STATUTORY STOCK OPTION AGREEMENT
  
                              (Full Title of the Plans)
  
                              W. Robert Kellegrew, Esq.
                                   General Counsel
                               PictureTel Corporation
                                 100 Minutemen Road
                            Andover, Massachusetts 01810
                                   (978) 292-5000
  
  (Name, Address and Telephone Number, including Area Code, of Agent for Service)
  
                           CALCULATION OF REGISTRATION FEE
  =================================================================================================================
  Title Of Securities To         Amount             Proposed Maximum         Proposed Maximum         Amount Of
           Be                     To Be            Offering Price Per       Aggregate Offering     Registration Fee
       Registered              Registered                Share                    Price
  -----------------------------------------------------------------------------------------------------------------
  Common Stock,
  Par Value $.01             715,000 shares             $3.32(1)                $2,372,500             $593.13
  =================================================================================================================
  Exhibit Index on Page II-6
  
  --------------------
  (1) The proposed maximum offering price for 250,000 shares is $4.375 per share.
  The proposed maximum offering price for 300,000 shares is $2.656 per share. The
  proposed maximum offering price for 40,000 shares is $3.875 per share. The
  proposed maximum offering price for 125,000 shares is $2.63 per share.
  2
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference.
  
           PictureTel Corporation hereby incorporates herein the following
  documents by reference:
  
           (a)      Our Annual Report on Form 10-K/A for the 12-month period ended
                    December 31, 1999, as filed with the Securities and Exchange
                    Commission (the "Commission") on August 15, 2000;
  
           (b)      Our Quarterly Report on Form 10Q/A for the Quarter ended April
                    1, 2000, our Quarterly Report on Form 10-Q for the Quarter
                    ended July 1, 2000 and our Quarterly Report on Form 10-Q for
                    the Quarter ended September 30, 2000, as filed with the
                    Commission on August 14, 2000, August 15, 2000 and November
                    14, 2000, respectively.
  
           (c)      Current Reports on Form 8-K, as filed with the Commission on
                    each of May 23, 2000, July 18, 2000, July 31, 2000, August 30,
                    2000 and February 7, 2001.
  
           (d)      Form of PictureTel's Common Stock Certificate (Incorporated by
                    Reference to Exhibit 4(b) to PictureTel's Registration
                    Statement on Form S-8, No. 33-36315, as filed with the
                    Commission on August 10, 1990.)
  
           (e)      Third Restated Certificate of Incorporation (incorporated by
                    reference to Exhibit 3.1.4 to PictureTel's Quarterly Report on
                    Form 10-Q for the quarter ended June 27, 1992).
  
           All documents subsequently filed by the Registrant pursuant to Section
  13(a), Section 13(c), Section 14 and Section 15(d) of the Securities Exchange
  Act of 1934, (as amended the "Exchange Act"), prior to the filing of a
  post-effective amendment to this Registration Statement that indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated herein by reference from
  the date of filing of such documents.
  
  Item 4. Description of Securities.
  
           Not applicable.
  
  Item 5.    Interests of Named Experts and Counsel.
  
           Not applicable.
  
  Item 6. Indemnification of Directors and Officers.
  
           Section 145 of the Delaware General Corporation Law, as amended,
  provides that a corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal or
  
                                        II-1
  3
  investigative (other than an action by or in the right of the corporation) by
  reason of the fact that such person is or was a director, officer, employee or
  agent of the corporation, or is or was serving at the request of the corporation
  as director, officer, employee or agent of another corporation, partnership,
  joint venture, trust or other enterprise, against expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlement actually and reasonably
  incurred by such person in connection with such action, suit or proceeding if
  such person acted in good faith and in a manner such person reasonably believed
  to be in or not opposed to the best interests of the corporation, and, with
  respect to any criminal action or proceeding, had no reasonable cause to believe
  such person's conduct was unlawful. Section 145 further provides that a
  corporation similarly may indemnify any such person serving in any such capacity
  who was or is a party or is threatened to be made a party to any threatened,
  pending or completed action or suit by or in the right of the corporation to
  procure a judgment in its favor, against expenses actually and reasonably
  incurred in connection with the defense or settlement of such action or suit if
  such person acted in good faith and in a manner such person reasonably believed
  to be in or not opposed to the best interest of the corporation and except that
  no indemnification shall be made in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable to the corporation
  unless and only to the extent that the Delaware Court of Chancery or such other
  court in which such action or suit was brought shall determine upon application
  that, despite the adjudication of liability but in view of all the circumstances
  of the case, such person is fairly and reasonably entitled to indemnity for such
  expenses which the Court of Chancery or such other court shall deem proper.
  
           Section 102(b)(7) of the Delaware General Corporation Law, as amended,
  permits a corporation to include in its certificate of incorporation a provision
  eliminating or limiting the personal liability of a director to the corporation
  or its stockholders for monetary damages for breach of fiduciary duty as a
  director, provided, however, that such provision shall not eliminate or limit
  the liability of a director (i) for any breach of the director's duty of loyalty
  to the corporation or its stockholders, (ii) for acts or omissions not in good
  faith or which involve intentional misconduct or a knowing violation of law,
  (iii) under Section 174 of the Delaware General Corporation Law (relating to
  unlawful payment of dividends and unlawful stock purchase and redemption) or
  (iv) for any transaction from which the director derived an improper personal
  benefit.
  
           PictureTel's Third Restated Certificate of Incorporation provides that
  PictureTel's directors shall not be liable to PictureTel or its stockholders for
  monetary damages for breach of fiduciary duty as a director, except to the
  extent and only to the extent that exculpation from liabilities is not permitted
  under the Delaware General Corporation Law as in effect at the time such
  liability is determined.
  
  Item 7. Exemption From Registration Claimed.
  
           Not applicable.
  
  Item 8. Exhibits.
  
           4.1.     Third Restated Certificate of Incorporation of PictureTel
                    (Incorporated by Reference to Exhibit 3.1.4 of PictureTel's
                    Quarterly Report on Form 10-Q for the quarter ended June 27,
                    1992).
  
                                        II-2
  4
           4.2.     Amended and Restated By-Laws of PictureTel (Incorporated by
                    Reference to Exhibit 1 to PictureTel's Current Report on Form
                    8-K as filed with the Commission on September 14, 1994).
  
           4.3.     Certificate of Designation, Preferences and Other Rights of
                    the Series A Preference Stock of PictureTel Corporation,
                    consisting of an Amendment to the Certificate of Incorporation
                    (incorporated by reference to Exhibit 3.1.1 to PictureTel's
                    Quarterly Report on Form 10-Q for the quarter ended April 4,
                    1999).
  
           4.4.     Certificate of Designation, Preferences and other Rights of
                    the Series B Preference Stock of PictureTel Corporation,
                    consisting of an Amendment to the Certificate of Incorporation
                    (incorporated by reference to Exhibit 2 of PictureTel's
                    Current Report on Form 8-K filed on July 31, 2000).
  
           4.5.     Robert Byrnes Non-Statutory Stock Option Agreement.
  
           4.6.     Lewis Jaffe Non-Statutory Stock Option Agreement.
  
           4.7.     Curtis Stewart Non-Statutory Stock Option Agreement.
  
           4.8.     Dalton Edgecomb Non-Statutory Stock Option Agreement.
  
           5.       Opinion of Ropes & Gray.
  
           23.1.    Consent of Ropes & Gray (See Exhibit 5).
  
           23.2.    Consent of PricewaterhouseCoopers, LLP.
  
           24.      Power of Attorney.
  
  Item 9. Undertakings.
  
           (a)      PictureTel hereby undertakes:
  
                    (1)      To file, during any period in which offers or sales
                             are being made, a post-effective amendment to this
                             registration statement:
  
                             (i)      To include any prospectus required by
                                      Section 10(a)(3) of the Securities Act of
                                      1933, (as amended the "Securities Act");
  
                             (ii)     To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the Registration Statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the Registration
                                      Statement. Notwithstanding the foregoing, an
                                      increase or decrease in volume of securities
                                      offered (if the total dollar value of
                                      securities offered would not exceed that
                                      which was registered) and any deviation from
                                      the low or high end of the estimated maximum
                                      offering range may be reflected in the
  
                                        II-3
  5
                                      form of prospectus filed with the Commission
                                      pursuant to Rule 424(b) if, in the
                                      aggregate, the changes in volume and price
                                      represent no more than a 20 percent change
                                      in the maximum aggregate offering price set
                                      forth in the "Calculation of Registration
                                      Fee" table in the effective registration
                                      statement;
  
                             (iii)    To include any material information with
                                      respect to the plan of distribution not
                                      previously disclosed in the Registration
                                      Statement or any material change to such
                                      information in this Registration Statement;
  
                    provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                    above shall not apply if the information required to be
                    included in a post-effective amendment by those paragraphs is
                    contained in periodic reports filed with or furnished to the
                    Commission by PictureTel pursuant to Section 13 or Section
                    15(d) of the Exchange Act that are incorporated by reference
                    in this Registration Statement.
  
                    (2) That, for the purpose of determining any liability under
                    the Securities Act, each such post-effective amendment shall
                    be deemed to be a new registration statement relating to the
                    securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial bona
                    fide offering thereof.
  
                    (3) To remove from registration by means of a post-effective
                    amendment any of the securities being registered which remain
                    unsold at the termination of the offering.
  
           (b)      PictureTel hereby undertakes that, for purposes of determining
                    any liability under the Securities Act, each filing of
                    PictureTel's annual report pursuant to Section 13(a) or
                    Section 15(d) of the Exchange Act that is incorporated by
                    reference in the Registration Statement shall be deemed to be
                    a new Registration Statement relating to the securities
                    offered therein, and the offering of such securities at that
                    time shall be deemed to be the initial bona fide offering
                    thereof.
  
           (c)      Insofar as indemnification for liabilities arising under the
                    Securities Act may be permitted to directors, officers and
                    controlling persons of PictureTel pursuant to the foregoing
                    provisions, or otherwise, PictureTel has been advised that in
                    the opinion of the Commission such indemnification is against
                    public policy as expressed in the Securities Act and is,
                    therefore, unenforceable. In the event that a claim for
                    indemnification against such liabilities (other than the
                    payment by PictureTel of expenses incurred or paid by a
                    director, officer or controlling person of PictureTel in the
                    successful defense of any action, suit or proceeding) is
                    asserted by such director, officer or controlling person in
                    connection with the securities being registered, PictureTel
                    will, unless in the opinion of its counsel the matter has been
                    settled by controlling precedent, submit to a court of
                    appropriate jurisdiction the question whether such
                    indemnification by it is against public policy as expressed in
                    the Act and will be governed by the final adjudication of such
                    issue.
  
                                        II-4
  6
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, PictureTel
  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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Andover, The Commonwealth of Massachusetts, on
  this 9th day of April, 2001.
  
                                                   PICTURETEL CORPORATION
  
                                                   By: /s/ Dalton Edgecomb
                                                       -----------------------
                                                       Dalton Edgecomb
                                                       Chief Financial Officer
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed below by the following persons in the capacities and
  on the dates indicated.
  
           Witness our hands on the date set forth below.
  SIGNATURE                                  TITLE                               DATE
       ---------                                  -----                               ----
  *                           Principal Executive Officer, Chief            April 9, 2001
  ----------------------------       Executive Officer, Chairman of the
  Norman E. Gaut                     Board, and Director
  
    /s/ DALTON EDGECOMB              Principal Financial Officer, Principal        April 9, 2001
  ----------------------------       Accounting Officer, and Chief Financial
  Dalton Edgecomb                    Officer
  
         *                           Director                                      April 9, 2001
  ----------------------------
  Robert Knight
  
         *                           Director                                      April 9, 2001
  ----------------------------
  Carl S. Ledbetter
  
         *
  ----------------------------
  David B. Levi                      Director                                      April 9, 2001
  
         *
  ----------------------------
  Werner Schmucking                  Director                                      April 9, 2001
  
         *
  ----------------------------
  Enzo Torresi                       Director                                      April 9, 2001
  *  By:    /s/ DALTON EDGECOMB
          ------------------------------------
          Dalton Edgecomb
          Attorney-in-Fact
  
                                        II-5
  7
                                    EXHIBIT INDEX
  
  Number                         Title of Exhibit
  
  4.1.              Third Restated Certificate of Incorporation of PictureTel
                    Corporation (Incorporated by Reference to Exhibit 3.1.4 of the
                    Registrant's Quarterly Report on Form 10-Q for the quarter
                    ended June 27, 1992).
  
  4.2.              Amended and Restated By-Laws of PictureTel Corporation
                    (Incorporated by Reference to Exhibit 1 to the Registrant's
                    Current Report on Form 8-K as filed with the Commission on
                    September 14, 1994).
  
  4.3.              Certificate of Designation, Preferences and Other Rights of
                    the Series A Preference Stock of PictureTel Corporation,
                    consisting of an Amendment to the Certificate of Incorporation
                    (incorporated by reference to Exhibit 3.1.1 to PictureTel's
                    Quarterly Report on Form 10-Q for the quarter ended April 4,
                    1999).
  
  4.4.              Certificate of Designation, Preferences and other Rights of
                    the Series B Preference Stock of PictureTel Corporation,
                    consisting of an Amendment to the Certificate of Incorporation
                    (incorporated by reference to Exhibit 2 of PictureTel's
                    Current Report on Form 8-K filed on January 31, 2000).
  
  4.5.              Robert Byrnes Non-Statutory Stock Option Agreement.
  
  4.6.              Lewis Jaffe Non-Statutory Stock Option Agreement.
  
  4.7.              Curtis Stewart Non-Statutory Stock Option Agreement.
  
  4.8.              Dalton Edgecomb Non-Statutory Stock Option Agreement.
  
  5.                Opinion of Ropes & Gray.
  
  23.1.             Consent of Ropes & Gray (See Exhibit 5).
  
  23.2.             Consent of PricewaterhouseCoopers LLP.
  
  24.               Power of Attorney.
  
                                        II-6