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                                                                  EXHIBIT 10.1

                             PICTURETEL CORPORATION

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

                    ( AS AMENDED THROUGH FEBRUARY 27, 1998 )

     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 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.


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     (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 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 shall become exercisable 100% after one year from the
effective date of the grant.

     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.


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


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     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.

                                                              February 27, 1998