1
                                                                   Exhibit 4.1.2



Number                                                            Shares
------                                                            ------


                             PICTURETEL CORPORATION

                    Series A Preference Stock, $.01 par value

SEE REVERSE SIDE FOR RESTRICTIONS ON TRANSFER AND CLASSES OF STOCK


This certifies that is the owner of shares, fully paid and nonassessable, of the
Series A Preference Stock of PictureTel Corporation, a Delaware corporation,
transferable only on the books of the corporation by the holder thereof in
person or by attorney upon surrender of this certificate properly endorsed.

This certificate and the shares represented hereby are subject to the laws of
the State of Delaware and to the Certificate of Incorporation and the By-laws of
the corporation, in each case as from time to time amended.

IN WITNESS WHEREOF, PictureTel Corporation has caused this certificate to be
signed by its duly authorized officers and its corporate seal to be hereto
affixed this    day of         , .


--------------------------------                 -------------------------------
Vice President                                         Assistant Secretary




   2


                            RESTRICTIONS ON TRANSFER

         These securities have not been registered under the Securities Act of
1933. They may not be sold, offered for sale, pledged or hypothecated in the
absence of a registration statement in effect with respect to the securities
under such Act or an opinion of counsel satisfactory to PictureTel Corporation
that such registration is not required.

         The powers, designations, preferences and relative participating,
optional, or other special rights, and qualifications, limitations, or
restrictions of such preferences and/or rights of each class of stock or series
of any class are set forth in the Restated Certificate of Incorporation. The
corporation will furnish a copy of the Restated Certificate of Incorporation to
the holder of this certificate without charge upon request.

         These securities are subject to the terms and provisions of a Stock
Purchase and Investor Rights Agreement dated January 18, 1999 between the holder
of this Certificate for Series A Preference Stock and PictureTel Corporation.
Copies of such Agreement may be obtained without charge upon written request to
the secretary of the Company.

                                   ASSIGNMENT


         For value received, ___________________________________ hereby sell,
assign and transfer to __________________________ shares of the Capital Stock
represented by this Certificate, and do hereby irrevocably constitute and
appoint ______________________________, Attorney to transfer such stock on the
books of _________________________________ with full power of substitution in
the premises.

         Dated _________________, ____


                           ----------------------------------------------------
                           Signature of registered owner corresponding exactly
                           to the name of such owner as written on the face of
                           this certificate


--------------------------
Witness