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                                                      Exhibit 10.9.3


January 20, 1999


Lawrence Bornstein
37 Cider Mill Road
Sudbury, MA 01776

Dear Larry:

         I would like to report to you that the Compensation Committee has made
a determination and approved the following actions relative to your base salary,
your stock options, and the severance provisions contained in your employment
letter agreement. A management bonus for 1998 was not discussed at this meeting,
but will be considered at a Committee meeting in February 1999. The approved
actions are subject to your agreement to voluntarily abandon and rescind the
entire Employment Agreement executed between you and the company on December 5,
1997 (the "Employment Agreement"), such Employment Agreement becoming effective
on February 25, 1998 and remaining in place until August 25, 1999.

         The Committee reviewed your current base salary. After considering your
position, competitive compensation data, your performance, and senior management
recommendations, the Committee approved an increase your current base salary.
Accordingly, effective January 1, 1999, your current base salary of $190,000
will be increase by $20,000 to $210,000.

         The Committee of the Board of Directors approved the grant of a
non-qualified stock option with an effective date of January 8, 1999 (the "Grant
Date") to purchase 30,000 Common Shares of PictureTel stock at an exercise price
of $7.438 per share (the "Option"). The Option will vest and be exercisable at
twenty-five (25) percent of the aggregate number of shares on the first
anniversary of the Grant Date and six and one-quarter (6.25) percent of the
aggregate number of the shares each quarter thereafter. It will be fully vested
and exercisable on the fourth anniversary of the Grant Date and will be governed
by the terms and conditions set forth in the PictureTel Equity Incentive Plan.

         Finally, the Committee approved an amendment to the severance
provisions contained in your employment letter agreement, as amended (the
"Agreement"). Hereinafter, your Agreement shall be further amended so as to
delete the severance provision contained therein, and it shall be replaced in
its entirety with the following:

         "In the event that you are involuntarily terminated for any reason
other than for Cause, you shall receive as severance pay, the sum of (i) your
then current bi-weekly base salary for a period of twelve (12) consecutive
months following the date of such termination ("Severance Period"), and (ii)
fifty (50) percent of the Annual Target Bonus otherwise payable to you for the
year in which the termination occurs, which bonus amount shall be paid in
substantially equal bi-weekly installments over the Severance Period, For the
purpose of this Agreement, 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 results in material harm to PictureTel."

         Please acknowledge your agreement to completely abandon and rescind the
Employment Agreement by signing and returning the enclosed copy to me at your
earliest convenience.


Sincerely,



-------------------------
Bruce R. Bond
Chairman, President and
Chief Executive Officer

                                             Agreed: 
                                                     ---------------------------
                                                     Lawrence Bornstein