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                         [PRICEWATERHOUSECOOPERS LOGO]

                         PRICEWATERHOUSECOOPERS L.L.P.
                             One Post Office Square
                                Boston, MA 02109
                            Telephone (617) 478-5000
                            Facsimile (617) 478-5900


                         REPORT OF INDEPENDENT ACCOUNTS

To the Board of Directors and
 Stockholders of PictureTel Corporation:

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, stockholders, equity and cash flows
present fairly, in all material respects, the financial position of PictureTel
Corporation and its subsidiaries at December 31, 1999 and 1998, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States, which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimate made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has incurred recurring losses
from operations and requires additional financing. These factors raise
substantial doubt abut its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


PriceWaterhouseCoopers L.L..

February 15, 2000, except for
 the information in the first
 paragraph of Note 7,
 as to which the date is
 March 28, 2000