8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-K
                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934


Date of Report (date of earliest event reported)          September 23, 1997





                             PICTURETEL CORPORATION
             (Exact name of Registrant as specified in its charter)


          DELAWARE                          1-9434           04-2835972
          --------                          ------           ----------
(State or other jurisdiction of    (Commission File Number)  (I.R.S. Employer
incorporation or organization)                               Identification No.)
                                 
100 MINUTEMAN ROAD, ANDOVER, MA.                             01810
- --------------------------------                             -----
(Address of Principal Executive Offices)                     (Zip Code)

REGISTRANT'S TELEPHONE NUMBER:                               978-292-5000
- ------------------------------



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Item 5. Other Events


     On September 19, 1997, the Company issued a press release announcing that,
after reviewing leasing and certain other indirect channel transactions, it has
decided to reverse or defer the revenue related to a limited number of these
transactions. In connection with that decision, the Company plans to restate its
financial results for the first quarter of fiscal 1997 and the last two quarters
of fiscal 1996. The results, when restated, will include the results of
MultiLink, Inc. which PictureTel acquired in a pooling of interests transaction
on July 22, 1997, as previously announced. The Company plans to report the final
results of its restatements of prior periods during the third week of October.

Item 7. Exhibits:

        1. Press release dated September 19, 1997.




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                                    SIGNATURE
                                    ---------

     Pursuant to the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.






                                PICTURETEL CORPORATION


                                /s/Richard B. Goldman
                                ------------------------------------------- 
                                Richard B. Goldman  
                                Vice President and Chief Financial Officer 
                                (Principal Financial and Accounting Officer)

                                September 23, 1997

EX-1

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NEWS RELEASE                                                           Exhibit 1

              PICTURETEL CORPORATION ANNOUNCES PLANNED RESTATEMENT


ANDOVER, Mass. SEPTEMBER 19, 1997 PictureTel Corporation (Nasdaq: PCTL)
announced today that, after reviewing leasing and certain other indirect channel
transactions, it has decided to reverse or defer the revenue related to a
limited number of these transactions. In connection with that decision, the
Company plans to restate its financial results for the first quarter of fiscal
1997 and the last two quarters of fiscal 1996.

     The results, when restated, will include the results of MultiLink, Inc.,
which PictureTel acquired in a pooling of interests transaction on July 22,
1997, as previously announced. The company plans to report its fiscal third
quarter 1997 results, and the final results of its restatements of prior
periods, during the third week of October.

     The overall effect of the planned restatements (without MultiLink) is
estimated as follows: For fiscal 1997, revenue will decline by approximately
$1.5 million in the first fiscal quarter, or approximately 1 to 2 percent of the
previously reported revenue of $118.2 million for the period. Profit before tax
will decrease by approximately $1.7 million for the first fiscal quarter, or
approximately 35 percent of the previously reported profit before tax of $4.7
million for the quarter.

     For fiscal 1996, revenue will decline by approximately $12 million combined
between the third and fourth quarters, or approximately 2 to 3 percent of
previously reported full-year 1996 revenues of approximately $482.5 million.
Profit before tax will decline by approximately $3 to $4 million in fiscal 1996,
or approximately 6 to 8 percent of previously reported $51.7 million profit
before tax.

     - more -

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PICTURETEL ANNOUNCES PLANNED RESTATEMENT, P. 2

     The company's review of these transactions was conducted by the current
financial management of the company and its auditors. These actions, together
with the previously announced charges of an estimated $10 million to $15 million
to be recorded in the third quarter of 1997, will result in a more conservative
balance sheet and more conservative financial management going into the fourth
quarter and beyond, said Dr. Norman E. Gaut, PictureTel's chairman and CEO.

     We have taken immediate action to put in place new and additional control
policies and operational changes that have corrected the conditions which
resulted in the restatement, Gaut said.

     PictureTel Corporation is the world leader in developing, manufacturing and
marketing a full range of videoconferencing solutions. The company's systems
meet customers videoconferencing needs from the desktop to the boardroom.
PictureTel also markets network conferencing servers and a comprehensive
portfolio of enterprise-wide services. The company provides complete
videoconferencing solutions to customers in distance learning, health care,
financial services and manufacturing industries. Additional PictureTel
information is available on the Internet at www.picturetel.com. PictureTel
videoconferencing eliminates the barrier of distance, enabling people to be
Anywhere NowTM.

This release includes projections and other forward-looking statements about the
company's 1997 revenues, earnings, and other measures of economic performance.
Actual results could differ materially from forecasts due to factors such as,
for example, competitive pressures, changes in technology and the difficulty of
forecasting in overseas markets and indirect channels. Additional information
concerning risks that could cause actual results to differ are contained in the
company's annual report on Form 10K and its registration statement on Form S4 in
connection with the MultiLink acquisition, each as filed with the SEC. The
company undertakes no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.

                                     - End -

PictureTel is a registered trademark of PictureTel Corporation.

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                                      TABLE

                     PICTURETEL RESULTS BEFORE RESTATEMENT*
                                     ($000)



                             Q3 96           Q4 96         FY 96          Q1 97

                                                                 
Revenue                     $121,302       $140,147      $482,532       $118,222

Profit before tax             13,305         14,561        51,711          4,730

Net income                     8,914          9,902        34,773          3,075

Earnings per share              $.25           $.28          $.96           $.09

Shares outstanding (000)      36,159         35,894        36,054         35,562



* Excludes results of MultiLink, Inc., acquired on July 22, 1997 in a pooling
  of interests transaction.