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                                 EXHIBIT 10.6.2



August 31, 1999


Mr. Norman Gaut
25 Marrett Street
Lexington, MA 02173

Dear Norm:

On behalf of the Board of Directors of PictureTel Corporation (the "Company"), I
am very pleased to offer you an opportunity to immediately re-enter active
employment with the Company as Chairman of the Board of Directors, President and
Chief Executive Officer. The Board has elected you Chairman, President and Chief
Executive Officer. Your acceptance of this offer will replace the remaining
Benefits approved by the Compensation Committee of the Board as contained in the
signed letter of June 17, 1999.

Your cash compensation will contain two elements: an annual base salary and an
annual bonus opportunity under PictureTel's Management Incentive Plan. The base
salary for the position will be paid at the bi-weekly rate of $16,346.15 (the
equivalent of $425,000. annually based on 26 pay periods in the year) subject to
increase at the discretion of the Compensation Committee.

The payment of a bonus under the Management Incentive Plan is predicated on the
Company's achievement of the annual revenue and profitability objectives
established at the start of the fiscal year and your performance in meeting your
Individual Goals for the year. The bonus opportunity will be 0% - 60% of base
salary for full performance in meeting the objectives for the year, but may
range up to 120% of base salary for performance in excess of the plan. The
bonus, if any, is determined by the Compensation Committee and is paid in the
first quarter following the close of the fiscal year.

In addition, the Compensation Committee of the Board of Directors approved on
August 30, 1999 the grant of two non incentive stock options to purchase in the
aggregate a total of 1,000,000 shares of the Common Stock of the Company
("Options") with an effective grant date of August 31, 1999 ("Grant Date"). The
Options are granted at an exercise price equal to the closing price on NASDAQ on
August 31, 1999. 500,000 shares are granted under the Equity Incentive Plan and
500,000 shares are granted under the 1999 PictureTel Equity Plan. The Options
will vest over a three year period, with the first forty (40) percent of the
aggregate number of shares vesting at the end of one (1) year following the
Grant Date, the next thirty (30) percent vesting at the end of two (2) years
following the Grant Date and seven and one half (7.5) percent of the aggregate
number of shares vesting each quarter thereafter. Vesting shall be conditional
on your continued full-time employment with the company. All other conditions
applicable to the Options shall be set forth in the Equity Incentive Plan and
the 1999 PictureTel Equity Plan and you will receive option certificates
shortly.


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In the event that you are involuntarily terminated by the Company for any reason
other than for Cause, you would be entitled to receive a continuation of your
then current base salary for a period of twenty-four (24) months. For purposes
of this letter, Cause shall be defined as and be limited to conviction of a
felony or willful misconduct or gross negligence in the performance of duties
which result in material harm to PictureTel.

Further, the Company will enter into a separate Change in Control Agreement in
the Company's usual form for executive officers ("CIC Agreement"), dated
September 1, 1999, which will provide you with certain benefits in the event of
a termination of your employment due to a change in control. The CIC Agreement
will include certain triggering events and provide, but not be limited to,
severance equal to the sum of (i) three times your then current base salary,
plus (ii) three times the highest bonus paid in the three years preceding the
triggering events, paid over a thirty-six (36) month period. The full
acceleration of all unvested stock options in the event of a change in control
is specifically covered in PictureTel's Equity Incentive Plan and the 1999
PictureTel Equity Plan.

As an employee of the Company you will be entitled to participate in our medical
insurance benefit programs. We offer two options: (1) a competitive medical and
dental plan through BlueCross BlueShield of Massachusetts, or (2) membership in
the Harvard-Pilgrim Community Health Plan, a Health Maintenance Organization.
You will be responsible for a portion of the premium cost, with payment arranged
through payroll deductions. A Section 125 reimbursement plan to help with
non-reimbursed medical expenses is available at your election, also through
payroll deductions.

In addition, the Company provides long-term disability, accidental death and
dismemberment, and life insurance coverage (life benefit equal to two (2) times
your annual salary plus such other supplemental life insurance as was in effect
at the time of your June 17, 1998 cessation of active employment). The premiums
for the disability and life insurance are paid one hundred (100) percent by the
Company. Finally, we offer a 401(k) Retirement Plan and a Tuition Reimbursement
Program. You will be entitled to paid holiday and sick days in accordance with
Company Policy. As a senior executive of the Company, you shall be eligible for
vacation consistent with business and personal needs.

It is understood that you will commence your active employment today. If you
have any questions regarding this offer, please do not hesitate to call me or
Bob Knight.


Sincerely,


Lawrence Bornstein
Vice President,
Human Resources

ACCEPTED: ____________________________ Date: ____________