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                                 EXHIBIT 10.3.2

                             PICTURETEL CORPORATION

           1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN, AS AMENDED

                       (AS AMENDED THROUGH JUNE 17, 1999)

         1.       PURPOSE. The purpose of this 1992 Non-Employee Directors'

Stock Option Plan (the "Plan") is to advance the interests of PictureTel
Corporation (the "Company") by enhancing the ability of the Company to attract
and retain non-employee directors who are in a position to make significant
contributions to the success of the Company and to reward directors for such
contributions through ownership of shares of the Company's Common Stock (the
"Stock").

         2.       ADMINISTRATION. The Plan shall be administered by a committee
(the "Committee") of the Board of Directors (the "Board") of the Company
designated by the Board for that purpose. Unless and until a Committee is
appointed, the Plan shall be administered by the entire Board, and references in
the Plan to the "Committee" shall be deemed references to the Board. The
Committee shall have authority, not inconsistent with the express provisions of
the Plan (a) to issue options granted in accordance with the formula set forth
in this Plan and also for non-automatic options as provided below to Eligible
Directors as defined below; (b) to prescribe the form or forms of instruments
evidencing awards and any other instruments required under the Plan and to
change such forms from time to time; (c) to adopt, amend and rescind rules and
regulations for the administration of the Plan; and (d) to interpret the Plan
and to decide any questions and settle all controversies and disputes that may
arise in connection with the Plan. Such determinations of the Committee shall be
conclusive and shall bind all parties.

         3.       ELIGIBILITY OF DIRECTORS FOR STOCK OPTIONS. Directors of the
Company who are not employees of or consultants to the Company or any subsidiary
of the Company shall be eligible to participate in the Plan ("Eligible
Directors").

         4.       AUTOMATIC GRANT OF OPTIONS; NON-AUTOMATIC GRANT OF OPTIONS:
EXERCISE PRICE; OPTION TERM.

         (a)      AUTOMATIC GRANT OF OPTIONS. On the date an individual is first
elected as a Director of the Company, such director, if an Eligible Director,
shall be automatically granted an option to purchase 20,000 shares of Common
Stock of the Company (subject to adjustment as provided in Sections 5 and 10)
(the "Initial Grant"). Formerly, the Initial Grant was 40,000 shares (after
giving effect to the two-for-one stock split in November 1995).

         On August 1, 1996, an Eligible Director who has served as a Director
for more than two years prior to such date, shall be automatically granted an
option to purchase 20,000 shares of Common Stock of the Company (subject to
adjustment as provided in Sections 5 and 10) (the "Secondary Grant"), so long as
such individual is serving as a Director on the August 1, 1996 date.

         On August 1 of each year, commencing August 1, 1997, an Eligible
Director shall automatically be granted an option to purchase 5,000 shares of
Common Stock of the Company (subject to adjustment as provided in Sections 5 and
10) (the "Annual Grant"), so long as such individual is serving as a Director on
the applicable August 1 date, provided, however, that no


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such Annual Grant shall be granted to an Eligible Director who first became an
Eligible Director of the Company within less than six months prior to August 1
of said year.

         (b)      NON-AUTOMATIC GRANTS. In addition to the automatic grants
provided above, the board may grant non-automatic stock options (the
"Non-Automatic Grants") under the Plan to Eligible Directors from time to time
not exceeding 60,000 shares of Common Stock in the aggregate (subject to
adjustment in Sections 5 and 10).

         (c)      EXERCISE PRICE AND OPTION TERM. All option grants shall be at
an exercise price equal to the Fair Market Value of the Common Stock on the
effective date of the grant. All options shall expire ten years after the
effective date of the grant.

         Options shall be non-incentive options or, if subsequently permitted by
the Internal Revenue Code of 1986, as amended, incentive or other options
entitled to special tax treatment.

         5.       NUMBER OF SHARES. The number of shares of Stock of the Company
which may be issued upon the exercise of Options granted under the Plan,
including shares forfeited pursuant to Section 7, shall not exceed 430,000 in
the aggregate (options for 160,000 shares in the aggregate having been granted
prior to April 10, 1996, after giving effect to the two-for-one stock split in
November, 1995), subject to increase under Section 10, which increases and
appropriate adjustments as a result thereof shall be made by the Committee,
whose determination shall be binding on all persons.

         6.       STOCK TO BE DELIVERED. Shares of Stock to be delivered
pursuant to an Option granted under this Plan may constitute an original issue
of authorized Stock or may consist of previously issued Stock acquired by the
Company, as shall be determined by the Board. The Board and the proper officers
of the Company shall take any appropriate action required for such delivery. No
fractional shares shall be delivered under the Plan.

         The Company will not be obligated to deliver any shares of Stock
pursuant to the Plan (a) until all conditions of the Option have been satisfied,
(b) until, in the opinion of the Company's counsel, all applicable federal and
state laws and regulation have been complied with, (c) if the outstanding Stock
is at the time listed on NASDAQ or any other stock exchange, until the shares to
be delivered have been listed or authorized to be listed on NASDAQ or such other
exchange upon official notice of notice of issuance, and (d) until all other
legal matters in connection with the issuance and delivery of such shares have
been approved by the Company's counsel. If the sale of Stock has not been
registered under the Securities Act of 1933, as amended, the Company may
require, as a condition to exercise of the Options, such representations or
agreements as counsel for the Company may consider appropriate to avoid
violation of such Act and may require that the certificates evidencing such
Stock bear an appropriate legend restricting transfer.

         If an Option is exercised by the Eligible Director's legal
representative, the Company will be under no obligation to deliver Stock
pursuant to such exercise until the Company is satisfied as to the authority of
such representative.

         7.       EXERCISABILITY; EXERCISE; PAYMENT OF EXERCISE PRICE. All
Initial Grant and Secondary Grant Options granted under the Plan prior to August
1, 1999 shall become exercisable 25% after one year from the effective date of
the grant and 6-1/4% after the end of each quarter thereafter so that the
Options are 100% exercisable four years from the effective date of the grant.
All Annual Grants and all Non-Automatic Grants granted under the Plan prior to
August 1, 1999 shall become exercisable 100% after one year from the effective
date of the grant. All Initial Grant, Secondary Grant, Annual Grant and
Non-Automatic Grant Options granted on or after August 1, 1999 shall become 100%
exercisable immediately on the effective date of the grant.


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         Any exercise of an Option must be in writing, signed by the proper
person and delivered or mailed to the Company, accompanied by (a) any documents
required by the Committee and (b) payment in full as provided below for the
number of shares for which the Option is exercised.

         The exercise price of Stock purchased on exercise of an Option must
be paid for as follows: (a) in cash or by check (acceptable to the Company in
accordance with guidelines established for this purpose), bank draft or money
order payable to the order of the Company or (b) through the delivery of shares
of Stock which have been outstanding for at least six months and which have a
Fair Market Value on the last business day preceding the date of exercise equal
to the exercise price, or (c) by delivery of a promissory note of the Option
holder to the Company, with a maturity of five years (or earlier termination of
service as a director), interest at prime (or the equivalent) announced by Bank
of Boston on the exercise date and on such other terms as are customary for
notes accepted under other stock plans of the Company (provided that, if the
Stock delivered upon exercise of the Option is an original issue of authorized
Stock, at least so much of the exercise price as represents the par value of
such Stock must be paid in cash), or (d) by delivery of an unconditional and
irrevocable undertaking by a broker to deliver promptly to the Company
sufficient funds to pay the exercise price, or (e) by any combination of the
permissible forms of payment.

         To the extent shares of Stock covered under an Option are not
delivered because the Option lapses or is terminated, such forfeited shares may
be regranted in another Option within the limits set forth in Section 5.

         8.       TERMINATION OF OPTIONS.

         (a)      DEATH OR PERMANENT DISABILITY. If an Eligible Director ceases
to be a director by reason of death or total and permanent disability (as
determined by the Committee), the following will apply:

         All Options held by the Eligible Director that are not exercisable on
the thirtieth day after termination of the Eligible Director's status as a
director will terminate as of such date. All Options that are exercisable as of
said thirtieth day will continue to be exercisable until the earlier of (i) the
first anniversary of the date on which the Eligible Director's status as a
director ended or (ii) the date on which the Option would have terminated had
the Eligible Director remained a director. If the Eligible Director has died or
is totally or permanently disabled, the Option may be exercised within such
limits by the Eligible Director's legal representative.

         (b)      TERMINATION FOR REASONS OTHER THAN DEATH OR DISABILITY. If an
Eligible Director's service with the Company terminates for any reason other
than death or incapacity as provided above, all options held by the director
that are not then exercisable shall terminate. Options that are exercisable on
the date of such termination (other than termination upon a removal for cause,
in which event all Options shall immediately terminate) shall continue to be
exercisable until the earlier of (i) three months thereafter or (ii) the date on
which the Option would have terminated had the director remained an Eligible
Director, and after completion of that period, such Options shall terminate to
the extent not previously exercised, expired or terminated.

         (c)      CERTAIN CORPORATE TRANSACTIONS. In the event of a
consolidation or merger in which the Company is not the surviving corporation or
which results in the acquisition of substantially all the Company's outstanding
Stock by a single person or entity or by a group of persons and/or entities
acting in concert, or in the event of the sale or transfer of substantially all
the Company's assets or a dissolution or liquidation of the Company (a "covered
transaction"), all outstanding Options under the Plan will terminate as of the
effective date of the covered


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transaction, provided that each such outstanding Option not otherwise
exercisable shall become immediately exercisable in full 20 days prior to the
effective date thereof.

         9.       GENERAL PROVISIONS

         (a)      DOCUMENTATION OF OPTIONS. Options will be evidenced by written
instruments prescribed by the Committee from time to time. Such instruments may
be in the form of agreements, to be executed by both an Eligible Director and
the Company, or certificates, letters or similar instruments, which need not be
executed by an Eligible Director but acceptance of which will evidence agreement
to the terms thereof.

         (b)      RIGHTS AS A STOCKHOLDER. An option holder shall not have the
rights of a stockholder with respect to Options under the Plan except as to
Stock actually received by him or her under the Plan.

         (c)      TAX WITHHOLDING. The Eligible Director or other appropriate
person shall remit to the Company an amount sufficient to satisfy the
withholding requirements, or make other arrangements satisfactory to the
Committee with regard to such requirements, prior to the delivery of any Stock.
If and to the extent that such withholding is required, the Committee may permit
the Eligible Director such other person to elect at such time and in such manner
as the Committee provides to have the Company hold back from the shares to be
delivered, or to deliver to the Company, Stock having a value calculated to
satisfy the withholding requirement.

         (d)      NONTRANSFERABILITY OF OPTIONS. No Option may be transferred
other than by will or by the laws of descent and distribution, and during a
director's lifetime an Option may be exercised only by the director (or, in the
event of the director's incapacity, the person or persons legally appointed to
act on the director's behalf).

         10.      ADJUSTMENTS IN THE EVENT OF CERTAIN TRANSACTIONS.

         (a)      In the event of a stock dividend, stock split or combination
of shares, recapitalization or other change in the Company's capitalization, or
other distribution to common stockholders other than normal cash dividends, the
Committee will make any appropriate adjustments to the maximum number of shares
that may be delivered under the Plan under Section 5 above.

         (b)      In any event referred to in paragraph (a), the Committee will
also make any appropriate adjustments to the number and kind of shares of stock
or securities subject to Options then outstanding or subsequently granted,
exercise prices relating to Options and any other provision of Options affected
by such change. The Committee may also make such adjustments to take into
account material changes in law or in accounting practices or principles,
mergers, consolidations, acquisitions, dispositions or similar corporate
transactions, or any other event, if it is determined by the Committee that
adjustments are appropriate to avoid distortion in the operation of the Plan.

         11.      FAIR MARKET VALUE. For purposes of the Plan, Fair Market Value
of a share of Stock on any date will be the average of the bid and asked prices
in the over-the-counter market with respect to such Stock, as reported by the
National Association of Securities Dealers, Inc. Automated Quotations System or
such other similar system then in use (or by the appropriate equivalent closing
price if the Stock is then listed on any stock exchange); or, if on any such a
date such Stock is not quoted by any such organization, the average of the
closing bid and asked prices with respect to such Stock, as furnished by a
professional market maker making a market in such Stock selected by the
Committee; or if such prices are not available, the fair market value of such
Stock as of such date as determined in good faith by the Committee.


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         12.      EFFECTIVE DATE AND TERM. This Plan has an effective date of
October 23, 1992, having been adopted by the Board of Directors on October 14,
1992 and approved by the vote of stockholders at the Annual Meeting on June 10,
1993. Options granted under the Plan prior to the date of such stockholder
approval on June 10, 1993 became effective on the effective date of grant. No
Options may be awarded under this Plan after October 1, 2002, but the Plan shall
continue thereafter while previously awarded Options remain subject to the Plan.

         13.      EFFECT OF TERMINATION, AND AMENDMENT. Neither adoption of the
Plan nor the grant of Options to an Eligible Director shall confer upon any
person any right to continued status as a director with the Company or any
subsidiary or affect in any way the right of the Company or subsidiary to
terminate a director relationship at any time or shall affect the Company's
right to grant to such director options or other stock awards that are not
subject to the Plan, to issue to such director stock as a bonus or otherwise, or
to adopt other plans or arrangements under which stock may be issued to
directors. The Committee may at any time terminate the Plan as to any further
grants of Options. The Committee may at any time or times amend the Plan for any
purpose which may at the time be permitted by law, but in no event (except to
comply with the provisions of the Internal Revenue Code, the Employee Retirement
Income Security Act or the rules thereunder) more than once in any six-month
period.

                                                                   June 17, 1999