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                                 EXHIBIT 10.4.1

                             PICTURETEL CORPORATION

                          EMPLOYEE STOCK PURCHASE PLAN

                           (AS AMENDED JUNE 17, 1999)

1.         PURPOSE

           The PictureTel Corporation Employee Stock Purchase Plan (the "Plan")
is designed to encourage and assist employees of PictureTel Corporation (the
"Company") and such of the Company's Subsidiaries as the Company's Board of
Directors (the "Board") may from time to time designate to acquire an equity
interest in the Company through the purchase of shares of Common Stock, $.0l par
value, of the Company ("Common Stock"). For purposes of the Plan, "Subsidiary"
shall mean any corporation in which the Company owns, directly or indirectly,
stock possessing 50% or more of the total combined voting power of all classes
of stock.

           It is intended that this Plan shall constitute an "employee stock
purchase plan" within the meaning of Section 423 of the Internal Revenue Code of
1986 (the "Code").

2.         ADMINISTRATION OF THE PLAN

           The Plan shall be administered by a committee (the "Committee") of
the Board designated by the Board for that purpose. Unless and until a Committee
is appointed, the Plan shall be administered by the Board, in which case all
references herein to the "Committee" shall be deemed to be references to the
"Board". The Committee shall supervise the administration and enforcement of the
Plan according to its terms and provisions and shall have all powers necessary
to accomplish these purposes and discharge its duties hereunder including,
without limitation, the power to (i) employ and compensate agents of the
Committee for the purpose of administering the accounts of participating
employees, (ii) construe or interpret the Plan, (iii) determine all questions of
eligibility and (iv) compute the amount and determine the manner and time of
payment of all benefits according to the Plan hereunder. The Committee's
determinations hereunder shall be final and binding.

3.         NATURE AND NUMBER OF SHARES TO BE DELIVERED

           The Common Stock subject to issuance under the terms of the Plan
shall be authorized but unissued shares or previously issued shares reacquired
and held by the Company. The aggregate number of shares which may be delivered
under the Plan shall not exceed 2,000,000 shares of Common Stock.

           In the event of any reorganization, recapitalization, stock split,
reverse stock split, stock dividend, combination of shares, merger,
consolidation, or other similar change in the capital structure of the Company,
the Committee may make such adjustment, if any, as it deems appropriate in the
number, kind and purchase price of the shares available for purchase under the
Plan and in the maximum number of shares which may be issued under the Plan,
subject to the approval of the Board.

4.         ELIGIBILITY REQUIREMENTS

           Each individual employed by the Company or any Subsidiary, except
those employees described in the next following paragraph, shall be eligible to
participate in the Plan in accordance with Section 5 ("Eligible Employee").

The following persons are not eligible to participate in the Plan:
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               (i)    Persons who, immediately upon enrollment in the Plan, own
           directly or indirectly, or hold options or rights to acquire, an
           aggregate of 5% or more of the total combined voting power or value
           of all outstanding shares of all classes of the PictureTel or any
           Subsidiary;

               (ii)   Persons who are customarily employed by the Company 20
           hours or less per week or for not more than five months in any
           calendar year;

               (iii)  Persons who have not completed at least 6 months of
           service with the Company as of an Enrollment Date; and

               (iv)   Persons who are employed by a Subsidiary as to which the
           Board does not take action within ninety (90) days after such
           corporation becomes a Subsidiary to include such corporation and its
           employees from participation herein.

5.         METHOD OF PARTICIPATION

           Each person who will be an Eligible Employee on the first day of an
Option Period may elect to participate in the Plan by executing and delivering a
payroll deduction authorization in accordance with Section 6.1. Upon such
election, Eligible Employee will be deemed to be a participant ("Participant")
on the first day of such Option Period and will remain a Participant until his
or her participation is terminated as provided in the Plan. For purposes of the
Plan, an "Option Period" is any of the six month periods beginning September 1,
1994 or any March 1 or September 1 thereafter.

6.         ENROLLMENT AND WITHDRAWAL

           6.1 Enrollment. Each Eligible Employee may enroll or re-enroll in the
Plan, as the case may be, as of the first day of any Option Period after the
employee first becomes eligible to participate (the "Enrollment Date"). To
enroll or re-enroll, an Eligible Employee must complete and sign an enrollment
form and submit it to the Corporate Human Resources Department of the Company at
least fifteen (15) days prior to the Enrollment Date with respect to which the
election is effective. Participation in the Plan is voluntary.

           6.2 Withdrawal. Any Participant may cancel all (but not less than
all) of his or her Options at any time prior to the exercise thereof by
notifying the Corporate Human Resources Department of the Company in writing at
any time prior to the Purchase Date (as such term is defined in Section 9
herein), except that such notification will be effective no later than the close
of the first complete pay period following receipt by the Corporate Human
Resources Department (or such other period established in writing by the
Corporate Human Resources Department). It shall be the responsibility of the
Participant to ensure that any such notification is actually received by the
Corporate Human Resources Department. Upon the effective date of any such
cancellation, the entire amount credited, to the Participant's account in
accordance with Section 7 will be returned to the Participant. Any Participant
who cancels an Option may at any time thereafter may become a Participant with
respect to future Option Periods, in accordance with Section 6.1.

7.         METHOD OF PAYMENT

           7.1 Payroll Withholding. Payment for shares is to be made in
installments through payroll deductions over the Option Period, with the first
such deduction commencing with the first payroll period ending after the
Enrollment Date.

           Subject to the limits in Section 8, each Participant may authorize
withholding in each pay period in an amount not less than one percent (1%) and
not more than ten percent (10%) of his or her Compensation by means of
substantially equal payroll deductions over the Option Period; provided that


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the Committee may from time to time before an Enrollment Date establish limits
other than those herein described for all purchases to occur during the relevant
Option Period. For purposes of the Plan, "Compensation" will mean all base
compensation paid to the Participant by the Company including any amounts
deferred under Code 401(1) or Code S 125.

           A Participant may increase or decrease the rate of withholding
effective as of the first day of any future Option Period by giving fifteen (15)
days, prior written notice to the Corporate Human Resources Department of the
Company. A Participant may terminate his or her payroll deduction authorization
as of any date, before the Purchase Date by notifying the Corporate Human
Resources Department of the Company in writing, and such Participant will
thereby cease to participate in the Plan as of that date and will be deemed to
have canceled his or her Option pursuant to Section 6.2.

           7.2 Accounts. All amounts withheld under Section 7.1 in accordance
with a Participant's payroll deduction authorization will be credited to an
account for such Participant. No interest will be paid on amounts credited to a
Participant's account.

           7.3 Limit on Purchase. In no event shall the rights of any
Participant to purchase shares (under this Plan and under any other stock
purchase plans of the Company or any Subsidiary) accrue at a rate which exceeds
$25,000 of fair market value of such shares (determined as of the applicable
Grant Date, as defined in Section 9) for any calendar year.

8.         GRANT OF RIGHT TO PURCHASE SHARES

           Each person who is a Participant on the first day of an Option Period
will be granted an option for such Period for the purchase of the number of
whole shares of Common Stock to be determined by dividing (i) the balance in the
Participant's withholding account on the last day of the Option Period, by (ii)
the purchase price per share of the Common Stock determined under Section 9. The
Grant Date and the Purchase Date (as such terms are defined in Section 9) shall
constitute the date of grant and the date of exercise, respectively, for
purposes of Section 423 of the Code.

9.         PURCHASE OF SHARES

           Each Eligible Employee who is a Participant in the Plan on the last
trading day of an Option Period will be deemed to have exercised on that day the
Option granted to him or her for that Option Period. Upon exercise, the amounts
then credited to the Participant's account will be applied to the purchase of
whole shares of Common Stock determined in accordance with Section 8,and as soon
as practicable thereafter certificates for such shares will be issued and
delivered to the Participant in accordance with the choice made on the
Participant's enrollment form. Fractional shares will not be issued. The cost to
the Participant for the shares purchased shall be 85% of the lower of the fair
market value of Common Stock on the first trading day of the respective Option
Period (the "Grant Date"), or the fair market value of Common Stock on the last
trading day of the respective Option Period (the "Purchase Date").

           Fair market value on any date shall mean the average of the high and
low sale prices (or the bid and asked prices if no sales are reported) with
respect to the Common Stock for that date, as reported by the principal exchange
on which the Common Stock is traded or by the National Association of Securities
Dealers, Inc. Automated Quotations System or such other similar system then in
use; or, if on any such date the Common Stock is not quoted by any such
organization, the average of the closing bid and asked prices with respect to
the Common Stock, as furnished by a professional market maker making a market in
the Common Stock selected by the Board and if not available, the fair market
value of the Common Stock as of such day as determined in good faith by the
Board. A good faith determination by the Board of Directors as to fair market
value shall be final and binding.


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           The balance of the Participant's withholding account, if any,
following exercise shall be returned to the Participant; PROVIDED, HOWEVER, that
if the balance left in the account consists solely of an amount equal to the
value of a fractional share, such fractional-share amount will be retained in
the withholding account and carried over to the next Option Period. The entire
balance of the Participant's-withholding account following the final Option
Period shall be returned to the Participant.

10.        TERMINATION OF EMPLOYMENT

           Subject to Section 11, upon termination of a Participant's employment
with the Company or any Subsidiary for any reason, the individual will (a) cease
to be a Participant, (b) forfeit any Option held under the Plan (and all such
options will be deemed canceled), (c) be entitled to a return of the balance of
his or her withholding account, without interest, and (d) have no further rights
under the Plan.

11.        DEATH OF A PARTICIPANT

           A Participant may file a written designation of beneficiary on the
Participant's enrollment form, specifying who is to receive any Common Stock
and/or cash credited to the Participant under the Plan in the event of the
Participant's death, which designation will also provide for the election by the
Participant of either (i) cancellation of the Participant's Option upon his or
her death, as provided in Section 6.2 or (ii) application as of the last day of
the Option Period of the balance of the deceased Participant's withholding
account at the time of death to the exercise of his or her Option, pursuant to
Section 9 of the Plan. In the absence of a valid election otherwise, the death
of a Participant will be deemed to effect a cancellation of his or her Option. A
designation of beneficiary and election may be changed by the Participant at any
time, by written notice to the Company.

           In the event of the death of a Participant and receipt by the Company
of proof of the identity and existence at the Participant's death of a
beneficiary validly designated by him or her under the Plan, the Company will
deliver to such beneficiary any Common Stock and/or cash to which the
beneficiary is entitled under the Plan. In the event of the death of a
Participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such Participant's death, the Company will
deliver such Common Stock and/or cash to the executor or administrator of the
estate of the Participant, if the Company is able to identify such executor or
administrator. If the Company is unable to identify such administrator or
executor, the Company, in its discretion, may deliver such stock and/or cash to
the spouse or to any one or more dependents of a Participant as the Company may
determine. No beneficiary will, prior to the death of the Participant by whom he
has been designated, acquire any interest in any Common Stock or cash credited
to the Participant under the Plan.

12.        ASSIGNMENT

           The rights of a Participant under the Plan may not be sold, pledged,
assigned or transferred in any manner. If this provision is violated, the
Participant's election to purchase Common Stock shall terminate and the only
obligation of the Company remaining under the Plan will be to pay to the person
entitled thereto the amount then credited to his or her account. No Participant
may create a lien on any funds, securities, rights or other property held for
the account of the Participant under the Plan, except to the extent that there
has been a designation of beneficiaries in accordance with the Plan. A
Participant's right to purchase shares under the Plan shall be exercisable
during the Participant's lifetime only by the Participant.

13.        COSTS

           All costs and expenses incurred in administering this Plan shall be
paid by the Company.


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14.        REPORTS

           Annually, the Company shall provide or cause to be provided to each
Participant a report of his or her contributions and the shares of Common Stock
purchased with such contributions by that Participant on each Purchase Date.

15.        EQUAL RIGHTS AND PRIVILEGES

           All eligible Employees shall have equal rights and privileges with
respect to the Plan so that the Plan qualifies as an "employee stock purchase
plan" within the meaning of Section 423 or any successor provisions of the Code
and related regulations. Any provision of the Plan which is inconsistent with
Section 423 or any successor provision of the Code shall without further act or
amendment by the Company be reformed to comply with the requirements of Section
423. This Section 15 shall take precedence over all other provisions in the
Plan.

16.        RIGHTS AS STOCKHOLDER

           A Participant will have no rights as a stockholder under the election
to purchase until he becomes a stockholder as herein provided. A Participant
will become a stockholder with respect to shares for which payment has been
completed as provided in Section 9 at the close of business on the last business
day of the option Period.

17.        MODIFICATION AND TERMINATION

           The Board may terminate the Plan at any time, provided however, THE
PLAN WILL IN ANY EVENT AUTOMATICALLY TERMINATE ON APRIL 15, 2004. The Board may
amend the Plan at any time for any purpose permitted by law, PROVIDED that no
amendment shall be effective unless within one year after it is adopted by the
Board it is approved by the holders of a majority of the outstanding shares
present and entitled to vote on the matter, if such amendment would:

                     (i)   increase the number of shares reserved for purchase
           under the Plan;

                     (ii)  change the designation of corporations whose
           employees may be offered rights to purchase shares under the Plan;
           provided, that a corporation's becoming or ceasing to be a
           Subsidiary, or the exercise by the Committee of its discretion under
           Section 4(iv), shall not be deemed a change in designation under this
           paragraph;

                     (iii) materially increase the benefits to Participants;

                     (iv)  materially modify the requirements for participation;
           or

                     (v)   cause the rights previously granted under the Plan to
           purchase shares of Common Stock to fail to meet the requirements of
           Section 423 of the Code.

           In the event the Plan is terminated, the Committee may elect to
terminate all outstanding rights to purchase shares under the Plan either
immediately or upon completion of the purchase of shares on the next Purchase
Date, unless the Committee has determined that the right to make all such
purchases shall expire on some other designated date occurring prior to the next
Purchase Date. If the rights to purchase shares under the Plan are terminated
prior to expiration, all funds contributed to the Plan that have not been used
to purchase shares shall be returned to the Participants.

           If at any time the shares authorized for purchase under the Plan are
exceeded, purchases shall be reduced proportionately to eliminate the excess.


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18.        BOARD AND SHAREHOLDER APPROVAL; EFFECTIVE DATE

           This Plan was adopted by the Board on April 15, 1994 and shall be
effective as of April 15, 1994, subject to approval by the shareholders.

19.        OTHER PROVISIONS

           The agreements to purchase shares of Common Stock under the Plan may
contain such other provisions as the Committee shall deem advisable, provided
that no such provision shall in any way be in conflict with the terms of the
Plan.

20.        EMPLOYMENT RIGHTS

           Nothing contained in the provisions of the Plan shall be construed to
give to any individual the right to be retained in the employ of the Company or
any Subsidiary or to interfere with the right of the Company or any Subsidiary
to discharge any employee at any time.