SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q/A

Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934

(Mark One)



|    |                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------
|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
         SECURITIES EXCHANGE ACT OF 1934 (AMENDED)

For the quarterly period
ended                              October 3,
 1999

OR



|     |                                                                                                   
|---- | --------------------------------------------------------------------------------------------------
|[  ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
         SECURITIES EXCHANGE ACT OF 1934

For the transition period
from                        to



|                                      |                              
|------------------------------------- | -----------------------------
|For the Quarter ended October 3, 1999 | Commission File Number 1-9434

PICTURETEL CORPORATION

(Exact name of Registrant as specified in its
charter)


|                                                                               |  |                                                       
|------------------------------------------------------------------------------ |  | ------------------------------------------------------
|                                                                              
|                                                                              
|                                                                              
|                                                                              
|Delaware(State or other jurisdiction of
        incorporation or organization) |  | 04-2835972(I.R.S. Employer
        Identification No.)
|                                                                               |  |                                                       
|100 Minuteman Road, Andover, MA(Address of Principal Executive Offices)        |  | 01810(Zip Code)                                       

Registrants telephone number: 978-292-5000

Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject
 to such filing requirements for the last 90 days.

Yes
[X]          No
 [   ]

Indicate the number of shares outstanding of each of the
issuers classes of common stock as of the latest practical
date.

As of October 8, 1999, there were outstanding 40,526,112
shares of common stock of the registrant.



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Explanatory Note for the Correction

PictureTel Corporations Form 10-Q for third quarter of
1999, filed on November 16, 1999 contained a typographical error
on the Consolidated Statements of Cash Flows for the nine months
ended October 3, 1999. Restricted cash for the nine months
ended October 3, 1999 was incorrectly stated as $(1,500).
The correct amount is $(2,500). This error did not impact any of
the subtotals or totals within the Consolidated Statements of
Cash Flows or any other section of this Form 10-Q.



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PICTURETEL CORPORATION



CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)


(unaudited)


|                                                    |                                                                                            |                                                        |         |               |         |   |         |         |        |  
|--------------------------------------------------- | ------------------------------------------------------------------------------------------ | ------------------------------------------------------ | ------- | ------------- | ------- | - | ------- | ------- | ------ | -
|                                                    |                                                                                            |                                                       
|                                                    |                                                                                            | Nine Months Ended                                     
|                                                    |                                                                                            |                                                       
|                                                    |                                                                                            | October 3,                                             |         | September 27,
|                                                    |                                                                                            | 1999                                                   |         | 1998         
|                                                    |                                                                                            |                                                        |         |              
|Cash flows from operating activities:               |                                                                                            |                                                        |         |               |         |   |         |        
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Net loss                                                                                   |                                                        | $       | (68,369       | )       |   | $       | (7,230  | )     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Adjustments to reconcile net loss to net cash provided by (used
	in) operating activities: |                                                        |         |               |         |   |         |         |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                            | Depreciation and amortization                          |         |               | 26,246  |   |         |         | 20,749 |  
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                            | Provision for doubtful accounts                        |         |               | 2,333   |   |         |         | 1,200  |  
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                            | Inventory provision                                    |         |               | 2,851   |   |         |         | 1,806  |  
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                            | Write-down of capitalized software                     |         |               |        |   |         |         | 1,586  |  
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                            | Write-down of long-lived assets                        |         |               |        |   |         |         | 4,210  |  
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                            | Deferred taxes, net                                    |         |               |        |   |         |         | 3,402  |  
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                            | Gain on sales of securities                            |         |               | (8,495  | ) |         |         |       |  
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                            | Other non-cash items                                   |         |               | 64      |   |         |         | 915    |  
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Changes in operating assets and liabilities:                                               |                                                        |         |               |         |   |         |         |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                            | Accounts receivable                                    |         |               | 7,151   |   |         |         | 14,504 |  
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                            | Inventories                                            |         |               | (7,744  | ) |         |         | 11,609 |  
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                            | Other current assets                                   |         |               | (4,803  | ) |         |         | (2,551 | )
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                            | Accounts payable                                       |         |               | (12,623 | ) |         |         | (2,989 | )
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                            | Accrued compensation and benefits and accrued expenses |         |               | 2,203   |   |         |         | (9,321 | )
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    |                                                                                            | Deferred revenue                                       |         |               | 3,699   |   |         |         | (734   | )
|                                                    |                                                                                            |                                                        |         |               |         |   |         |        
|Net cash provided by (used in) operating activities |                                                                                            |                                                        | (57,487 | )             |         |   | 37,156  |        
|                                                   
|                                                   
|                                                   
|                                                   
|Cash flows from investing activities:               |                                                                                            |                                                        |         |               |         |   |         |        
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Purchase of marketable securities                                                          |                                                        |         | (107,849      | )       |   |         | (94,703 | )     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Proceeds from marketable securities                                                        |                                                        |         | 94,063        |         |   |         | 75,931  |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Purchases of property and equipment                                                        |                                                        |         | (9,756        | )       |   |         | (13,340 | )     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Proceeds from sales of fixed assets                                                        |                                                        |         | 12            |         |   |         |        |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Capitalized software costs                                                                 |                                                        |         |              |         |   |         | (5,162  | )     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Purchase of other assets                                                                   |                                                        |         |              |         |   |         | (3,484  | )     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Proceeds from sale of securities                                                           |                                                        |         | 8,495         |         |   |         |        |       
|                                                    |                                                                                            |                                                        |         |               |         |   |         |        
|Net cash used in investing activities               |                                                                                            |                                                        | (15,035 | )             |         |   | (40,758 | )      
|                                                   
|                                                   
|                                                   
|                                                   
|Cash flows from financing activities:               |                                                                                            |                                                        |         |               |         |   |         |        
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Restricted cash                                                                            |                                                        |         | (2,500        | )       |   |         |        |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Net payments from foreign lines of credit                                                  |                                                        |         |              |         |   |         | 2,437   |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Payments on short-term/long-term borrowings                                                |                                                        |         | (855          | )       |   |         |        |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Principal payments under capital lease obligations                                         |                                                        |         | (3,113        | )       |   |         | (2,292  | )     
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Common stock repurchase                                                                    |                                                        |         | (556          | )       |   |         |        |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Proceeds from preferred stock issuance                                                     |                                                        |         | 30,500        |         |   |         |        |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Proceeds from exercise of stock options                                                    |                                                        |         | 1,821         |         |   |         | 793     |       
|                                                   
|                                                   
|                                                   
|                                                   
|                                                    | Proceeds from stock purchase plan                                                          |                                                        |         | 790           |         |   |         | 1,660   |       
|                                                    |                                                                                            |                                                        |         |               |         |   |         |        
|Net cash provided by financing activities           |                                                                                            |                                                        | 26,087  |               |         |   | 2,598   |        
|                                                   
|                                                   
|                                                   
|                                                   
|Effect of exchange rate changes on cash             |                                                                                            |                                                        | 2,463   |               |         |   | 415     |        
|                                                    |                                                                                            |                                                        |         |               |         |   |         |        
|Net decrease in cash and cash equivalents           |                                                                                            |                                                        | (43,972 | )             |         |   | (589    | )      
|                                                   
|                                                   
|                                                   
|                                                   
|Cash and cash equivalents at beginning of period    |                                                                                            |                                                        | 62,642  |               |         |   | 49,859  |        
|                                                    |                                                                                            |                                                        |         |               |         |   |         |        
|Cash and cash equivalents at end of period          |                                                                                            | $                                                      | 18,670  |               |         | $ | 49,270  |        
|                                                    |                                                                                            |                                                        |         |               |         |   |         |        

5



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SIGNATURE

Pursuant to the Securities Exchange Act of 1934, the registrant
has duly caused this report on Form 10-Q to be signed on its
 behalf by the undersigned thereunto duly authorized.



| |                                             
| | --------------------------------------------
| | PICTURETEL CORPORATION                      
|
| | /s/ ARTHUR L. FATUM                         
| |                                             
| | Arthur L. Fatum                             
| | Vice President and Chief Financial Officer, 
| | (Principal Financial and Accounting Officer)
| | December 16, 1999