content: <PAGE>   1
  
  
     As filed with the Securities and Exchange Commission on February 18, 2000
  
                                                            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)
  
                ARTHUR L. FATUM NON-STATUTORY STOCK OPTION AGREEMENT
                ----------------------------------------------------
                              (Full Title of the Plan)
  
                              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)
  
  <TABLE>
  <CAPTION>
  
                                             CALCULATION OF REGISTRATION FEE
  ====================================================================================================================
  
   Title Of Securities              Amount             Proposed Maximum         Proposed Maximum        Amount Of
          To Be                     To Be            Offering Price Per       Aggregate Offering      Registration
        Registered                Registered                Share                    Price                 Fee
  --------------------------------------------------------------------------------------------------------------------
  <S>                           <C>                       <C>                      <C>                   <C>
  Common Stock,
  Par Value $.01                125,000 shares            $ 7.219                  $902,375              $250.90
  ====================================================================================================================
  </TABLE>
  
  
                             Exhibit Index on Page II-6
                                 Page 1 of 6 Pages.
  --------------------------------------------------------------------------------
  
  
  <PAGE>   2
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           PictureTel Corporation (the "Registrant" or the "Company") hereby
  incorporates the following documents herein by reference:
  
           (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1998, as filed with the Securities and
                    Exchange Commission (the "Commission") on March 31, 1999,
                    pursuant to Section 13 under the Securities Exchange Act of
                    1934, as amended (the "Exchange Act.")
  
           (b)      Quarterly Reports on Form 10-Q for the quarters ended April 4,
                    1999, July 4, 1999, and October 3, 1999, as filed with the
                    Commission pursuant to Section 13 under the Exchange Act, on
                    May 19, 1999, August 18, 1999, and November 16, 1999,
                    respectively.
  
           (c)      Current Report on Form 8-K, as filed with the Commission
                    pursuant to Section 13 under the Exchange Act, on January 25,
                    1999.
  
           (d)      Form of the Registrant's Common Stock Certificate
                    (Incorporated by Reference to Exhibit 4(b) to the Registrant's
                    Registration Statement on Form S-8, No. 33-36315, as filed
                    with the Commission on August 10, 1990.)
  
           All documents subsequently filed by the Registrant pursuant to Section
  13(a), Section 13(c), Section 14 and Section 15(d) of 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 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
  
                                        II-1
  
  <PAGE>   3
  
  
  
  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.
  
           The Registrant's Third Restated Certificate of Incorporation provides
  that the Registrant's directors shall not be liable to the Registrant 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.
  
                                        II-2
  <PAGE>   4
  
  
  
  Item 8.  EXHIBITS.
  
           Exhibit
  
           3.1.     Third Restated Certificate of Incorporation of the Registrant
                    (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).
  
           3.2.     Amended and Restated By-Laws of the Registrant (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).
  
           5.       Opinion of Ropes & Gray.
  
           10.1.    Arthus L. Fatum Non-Statutory Stock Option Agreement.
  
           23.1.    Consent of Ropes & Gray (See Exhibit 5).
  
           23.2.    Consent of PricewaterhouseCoopers LLP.
  
           24.      Power of Attorney (Included on Signature Page).
  
  Item 9.  UNDERTAKINGS.
  
           (a)      The undersigned Registrant 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;
  
                             (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;
  
                             (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
                    Securities and Exchange Commission by the Registrant 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.
  
                                        II-3
  <PAGE>   5
  
  
  
  
           (b)      The undersigned Registrant hereby undertakes that, for
                    purposes of determining any liability under the Securities Act
                    of 1933, each filing of the Registrant's annual report
                    pursuant to Section 13(a) or Section 15(d) of the Securities
                    Exchange Act of 1934 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 of 1933 may be permitted to directors, officers
                    and controlling persons of the Registrant pursuant to the
                    foregoing provisions, or otherwise, the Registrant has been
                    advised that in the opinion of the Securities and Exchange
                    Commission such indemnification is against public policy as
                    expressed in the Act and is, therefore, unenforceable. In the
                    event that a claim for indemnification against such
                    liabilities (other than the payment by the Registrant of
                    expenses incurred or paid by a director, officer or
                    controlling person of the Registrant 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, the Registrant 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 of 1933, as amended,
  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 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 23rd day of December, 1999.
  
                                   PICTURETEL CORPORATION
  
                                   By: /s/ Norman E. Gaut
                                      --------------------------------------------
                                      Name:  Norman E. Gaut
                                      Title: Chairman of the Board
                                             President and Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  Dated:  December 23, 1999
  
           Pursuant to the requirement of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated. Each person whose signature appears below
  hereby authorizes and constitutes W. Robert Kellegrew and Bruce R. Bond, and
  each of them singly, his true and lawful attorneys, with full power to them, to
  execute in the name and on behalf of such person in the capacities indicated
  below any and all amendments (including any post-effective amendments) to this
  Registration Statement and to file the same, with exhibits thereto, and other
  documents in connection therewith, making such changes in this Registration
  Statement as the Registrant deems appropriate, and hereby ratifies and confirms
  his signature as it may be signed by said attorneys, or any of them, to any and
  all such amendments.
  
  <TABLE>
  <CAPTION>
  
  Signature                        Capacity in Which Signed               Date
  ---------                        ------------------------               ----
  <S>                              <C>                                    <C>
  /s/ Norman E. Gaut
  ------------------------------   Chairman of the Board,            December 23, 1999
  Norman E. Gaut                   President and Chief Executive
                                   Officer (Principal Executive
                                   Officer)
  /s/ Arthur L. Fatum
  ------------------------------   Vice President and Chief          December 23, 1999
  Arthur L. Fatum                  Financial Officer (Principal
                                   Financial Officer and Principal
                                   Accounting Officer)
  /s/ Carl Ledbetter
  ------------------------------   Director                          December 23, 1999
  Carl Ledbetter
  
  /s/ David B. Levi
  ------------------------------   Director                          December 23, 1999
  David B. Levi
  
  /s/ Robert T. Knight
  ------------------------------   Director                          December 23, 1999
  Robert T. Knight
  
  /s/ Enzo Torresi
  ------------------------------   Director                          December 23, 1999
  Enzo Torresi
  </TABLE>
  
                                        II-5
  
  <PAGE>   7
  
  
  EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  
  Number                          Title of Exhibit
  ------                          ----------------
  <S>         <C>
  3.1.        Third Restated Certificate of Incorporation of the Registrant
              (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).
  
  3.2.        Amended and Restated By-Laws of the Registrant (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)
  
  5.          Opinion of Ropes & Gray
  
  10.1        Arthur L. Fatum Non-Statutory Stock Option Agreement
  
  23.1.       Consent of Ropes & Gray (See Exhibit 5).
  
  23.2.       Consent of PricewaterhouseCoopers LLP.
  
  24.         Power of Attorney (Included on Signature Page).
  
  </TABLE>
  
  
                                        II-6
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "PICTURETEL CORPORATION", "secsgml_size_bytes": 18805}]
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": "333-30662", "film-number": "548857"}, "business-address": {"street1": "100 MINUTEMAN RD", "city": "ANDOVER", "state": "MA", "zip": "01810", "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 February 18, 2000
  
                                                            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)
  
                ARTHUR L. FATUM NON-STATUTORY STOCK OPTION AGREEMENT
                ----------------------------------------------------
                              (Full Title of the Plan)
  
                              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              Amount             Proposed Maximum         Proposed Maximum        Amount Of
          To Be                     To Be            Offering Price Per       Aggregate Offering      Registration
        Registered                Registered                Share                    Price                 Fee
  --------------------------------------------------------------------------------------------------------------------
  Common Stock,
  Par Value $.01                125,000 shares            $ 7.219                  $902,375              $250.90
  ====================================================================================================================
  Exhibit Index on Page II-6
                                 Page 1 of 6 Pages.
  --------------------------------------------------------------------------------
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           PictureTel Corporation (the "Registrant" or the "Company") hereby
  incorporates the following documents herein by reference:
  
           (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended December 31, 1998, as filed with the Securities and
                    Exchange Commission (the "Commission") on March 31, 1999,
                    pursuant to Section 13 under the Securities Exchange Act of
                    1934, as amended (the "Exchange Act.")
  
           (b)      Quarterly Reports on Form 10-Q for the quarters ended April 4,
                    1999, July 4, 1999, and October 3, 1999, as filed with the
                    Commission pursuant to Section 13 under the Exchange Act, on
                    May 19, 1999, August 18, 1999, and November 16, 1999,
                    respectively.
  
           (c)      Current Report on Form 8-K, as filed with the Commission
                    pursuant to Section 13 under the Exchange Act, on January 25,
                    1999.
  
           (d)      Form of the Registrant's Common Stock Certificate
                    (Incorporated by Reference to Exhibit 4(b) to the Registrant's
                    Registration Statement on Form S-8, No. 33-36315, as filed
                    with the Commission on August 10, 1990.)
  
           All documents subsequently filed by the Registrant pursuant to Section
  13(a), Section 13(c), Section 14 and Section 15(d) of 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 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
  
                                        II-1
  3
  
  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.
  
           The Registrant's Third Restated Certificate of Incorporation provides
  that the Registrant's directors shall not be liable to the Registrant 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.
  
                                        II-2
  4
  
  Item 8.  EXHIBITS.
  
           Exhibit
  
           3.1.     Third Restated Certificate of Incorporation of the Registrant
                    (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).
  
           3.2.     Amended and Restated By-Laws of the Registrant (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).
  
           5.       Opinion of Ropes & Gray.
  
           10.1.    Arthus L. Fatum Non-Statutory Stock Option Agreement.
  
           23.1.    Consent of Ropes & Gray (See Exhibit 5).
  
           23.2.    Consent of PricewaterhouseCoopers LLP.
  
           24.      Power of Attorney (Included on Signature Page).
  
  Item 9.  UNDERTAKINGS.
  
           (a)      The undersigned Registrant 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;
  
                             (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;
  
                             (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
                    Securities and Exchange Commission by the Registrant 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.
  
                                        II-3
  5
  
           (b)      The undersigned Registrant hereby undertakes that, for
                    purposes of determining any liability under the Securities Act
                    of 1933, each filing of the Registrant's annual report
                    pursuant to Section 13(a) or Section 15(d) of the Securities
                    Exchange Act of 1934 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 of 1933 may be permitted to directors, officers
                    and controlling persons of the Registrant pursuant to the
                    foregoing provisions, or otherwise, the Registrant has been
                    advised that in the opinion of the Securities and Exchange
                    Commission such indemnification is against public policy as
                    expressed in the Act and is, therefore, unenforceable. In the
                    event that a claim for indemnification against such
                    liabilities (other than the payment by the Registrant of
                    expenses incurred or paid by a director, officer or
                    controlling person of the Registrant 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, the Registrant 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 of 1933, as amended,
  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 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 23rd day of December, 1999.
  
                                   PICTURETEL CORPORATION
  
                                   By: /s/ Norman E. Gaut
                                      --------------------------------------------
                                      Name:  Norman E. Gaut
                                      Title: Chairman of the Board
                                             President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  Dated:  December 23, 1999
  
           Pursuant to the requirement of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated. Each person whose signature appears below
  hereby authorizes and constitutes W. Robert Kellegrew and Bruce R. Bond, and
  each of them singly, his true and lawful attorneys, with full power to them, to
  execute in the name and on behalf of such person in the capacities indicated
  below any and all amendments (including any post-effective amendments) to this
  Registration Statement and to file the same, with exhibits thereto, and other
  documents in connection therewith, making such changes in this Registration
  Statement as the Registrant deems appropriate, and hereby ratifies and confirms
  his signature as it may be signed by said attorneys, or any of them, to any and
  all such amendments.
  Signature                        Capacity in Which Signed               Date
  ---------                        ------------------------               ----
  /s/ Norman E. Gaut
  ------------------------------   Chairman of the Board,            December 23, 1999
  Norman E. Gaut                   President and Chief Executive
                                   Officer (Principal Executive
                                   Officer)
  /s/ Arthur L. Fatum
  ------------------------------   Vice President and Chief          December 23, 1999
  Arthur L. Fatum                  Financial Officer (Principal
                                   Financial Officer and Principal
                                   Accounting Officer)
  /s/ Carl Ledbetter
  ------------------------------   Director                          December 23, 1999
  Carl Ledbetter
  
  /s/ David B. Levi
  ------------------------------   Director                          December 23, 1999
  David B. Levi
  
  /s/ Robert T. Knight
  ------------------------------   Director                          December 23, 1999
  Robert T. Knight
  
  /s/ Enzo Torresi
  ------------------------------   Director                          December 23, 1999
  Enzo Torresi
  II-5
  7
  
  EXHIBIT INDEX
  Number                          Title of Exhibit
  ------                          ----------------
  3.1.        Third Restated Certificate of Incorporation of the Registrant
              (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).
  
  3.2.        Amended and Restated By-Laws of the Registrant (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)
  
  5.          Opinion of Ropes & Gray
  
  10.1        Arthur L. Fatum Non-Statutory Stock Option Agreement
  
  23.1.       Consent of Ropes & Gray (See Exhibit 5).
  
  23.2.       Consent of PricewaterhouseCoopers LLP.
  
  24.         Power of Attorney (Included on Signature Page).
  II-6