Asure Software Inc – ‘SC 13D’ on 1/16/97 re: Compression Labs Inc

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General Statement of Beneficial Ownership   —   Schedule 13D
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Compression Labs, Inc. - Schedule 13D                 16     62K 

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

 UNDER THE SECURITIES EXCHANGE ACT OF 1934

COMPRESSION LABS, INCORPORATED
(NAME OF ISSUER)

COMMON STOCK, PAR VALUE $0.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)

20467210
(CUSIP NUMBER)

L. STEVEN LESHIN, ESQ.
 JENKENS & GILCHRIST, A PROFESSIONAL CORPORATION
1445 ROSS AVENUE, SUITE 3200
DALLAS, TEXAS 75202-2799
(214) 855-4500
 (NAME, ADDRESS AND TELEPHONE NUMBER
 OF PERSON AUTHORIZED TO RECEIVE
 NOTICES AND COMMUNICATIONS)

 JANUARY 6, 1997
 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box o.         

Check the following box if a fee is being paid with this statement.|X| (A fee is
not required only if the reporting  person (1) has a previous  statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting beneficial ownership of less than five percent of such class.)
(See Rule 13d-7.)                                                               

         The information  required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise  subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.             

CORPDAL:60247.2 22768-00022                                                     
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CUSIP No. 20467210                                                              

     1 .      Name of reporting person and S.S. or I.R.S. Identification
Nos. of persons:                        
          VTEL Corporation          74-2415696

2.       Check the appropriate box if a member of a group     
(see instructions)                      
(a)               (b)                   

3.       SEC use only                                         

4.       Source of funds (see instructions)    WC             

   5.       Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e)          

6.       Citizenship or place of organization     Delaware    

       Number of shares         7.      Sole voting power         3,120,500*
      beneficially owned by    8.      Shared voting power               0
       each reporting person    9.      Sole dispositive power    3,120,500*
      with:                   10.      Shared dispositive power          0

       11.      Aggregate amount beneficially owned by each reporting person
                                  3,120,500*

   12.      Check if the aggregate amount in row 11 excludes certain
shares (see instructions)               

13.      Percent of class represented by amount in row 11     
                                   16.4%**

14.      Type of reporting person (See instructions):         
CO

         *  Assumes  the  exercise  of a stock  option by VTEL  Corporation  for
3,120,500  shares of the Issuer's common stock.  The Reporting  Person disclaims
beneficial  ownership of these shares  pursuant to Rule 13d-4 of the  Securities
Exchange Act of 1934, as amended. See Item 5 of this Schedule 13D.              
         **  Adjusted  to  reflect  the  exercise  of a  stock  option  by  VTEL
Corporation for 3,120,500 shares of the Issuer's common stock and assuming there
were  15,865,178  shares of the Issuer's  common stock  outstanding  immediately
prior to such exercise.                                                         

CORPDAL:60247.2 22768-00022                                                     
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SCHEDULE 13D

         This Schedule 13D is being filed  pursuant to Rule 13d-1 of the General
Rules and  Regulations  under the  Securities  Act of 1934,  as amended.  Unless
otherwise  indicated,  all  capitalized  terms  used  but not  defined  have the
meanings ascribed to such terms in the Schedule 13D.                            

ITEM 1.           SECURITY AND ISSUER.                                          

         This  Schedule  13D  relates to the common  stock,  par value $.001 per
share ("CLI Common Stock", an individual share of which is hereafter referred to
as, a  "Share"),  of  Compression  Labs,  Incorporated  ("CLI"),  a  corporation
organized  and existing  under the laws of the State of Delaware.  The principal
executive  offices of CLI are  located  at 350 East  Plumeria  Drive,  San Jose,
California 95134.                                                               

ITEM 2.           IDENTITY AND BACKGROUND.                                      

         This Schedule 13D is filed by VTEL Corporation  ("VTEL"), a corporation
organized  and existing  under the laws of the State of Delaware.  VTEL designs,
manufactures  and markets  multimedia  conferencing  systems.  VTEL's  principal
offices are located at 108 Wild Basin Road, Austin, Texas 78746.                

         Other than executive  officers and  directors,  there are no persons or
corporations controlling or ultimately in control of VTEL.                      

         During the last five years,  to the best of VTEL's  knowledge,  neither
VTEL nor any of its  executive  officers or  directors  has been  convicted in a
criminal  proceeding  (excluding traffic violations or similar  misdemeanors) or
has been a party to a civil proceeding of a judicial or  administrative  body of
competent  jurisdiction as result of which VTEL or such person was or is subject
to a  judgment,  decree,  or final  order  enjoining  future  violations  of, or
prohibiting  or mandating  activities  subject to,  federal or state  securities
laws, or finding any violation with respect to such laws.                       

         Each  executive  officer and each  director of VTEL is a citizen of the
United States.  The name,  business address,  and present  principal  occupation
(including  the name,  principal  business  and  address of the  corporation  or
organization  in which such  employment is conducted) of each executive  officer
and director is set forth in Exhibit 1 to this Schedule 13D and is  specifically
incorporated herein by reference.                                               

ITEM 3.           SOURCE AND AMOUNT FUNDS OR OTHER CONSIDERATION.               

         Pursuant to a stock option  agreement,  dated as of January 6, 1997, by
and between  VTEL and CLI (the  "Option  Agreement"),  CLI has  granted  VTEL an
irrevocable  option to purchase  the Shares  covered by this  Schedule  13D (the
"Option").  Specifically,  the Option  grants  VTEL the right to  purchase up to
3,120,500 Shares, subject to certain adjustments, at a price, subject to        

CORPDAL:60247.2 22768-00022                                                     
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certain  adjustments,  of $4.6575 per Share.  The Option was granted by CLI as a
condition of and in  consideration  for VTEL's  entering  into the Agreement and
Plan of Merger and  Reorganization,  dated as of January 6, 1997, by and between
VTEL, CLI and VTEL-Sub, Inc. ("Merger Sub"), a Delaware corporation and a direct
wholly owned subsidiary of VTEL (the "Merger Agreement").                       

         The  exercise  of the  Option for the full  number of Shares  currently
covered  thereby  would  require  aggregate  funds  of  $14,533,728.75.   It  is
anticipated that, should the Option become  exercisable and should VTEL elect to
exercise  the Option,  VTEL would  obtain the funds for  purchase  from  working
capital.                                                                        

         A copy of the  Option  Agreement  is  included  as  Exhibit 2 to VTEL's
Current Report on Form 8-K, dated January 6, 1997 (the "VTEL Form 8-K"),  and is
incorporated herein by reference in its entirety.                               

ITEM 4.           PURPOSE OF TRANSACTION.                                       

         Simultaneously   with  their  execution  and  delivery  of  the  Option
Agreement, VTEL, CLI and Merger Sub entered into the Merger Agreement,  pursuant
to which Merger Sub will,  subject to the  conditions  and upon the terms stated
therein,  merge  with and into CLI (the  "Merger"),  with CLI  becoming a direct
wholly owned  subsidiary of VTEL (the "Surviving  Corporation").  The Option was
granted  by CLI as a  condition  of and in  consideration  for VTEL's and Merger
Sub's entering into the Merger Agreement.                                       

         In accordance with the Merger  Agreement,  (a) each share of CLI Common
Stock  outstanding  immediately  prior to the effective  time of the Merger (the
"Effective  Time") will at the  Effective  Time be  converted  into the right to
receive 0.46 shares of common  stock,  par value $.01 per share,  of VTEL ("VTEL
Common Stock"),  (b) each share of CLI Series C Preferred Stock, par value $.001
per  share  ("CLI  Preferred  Stock"),  outstanding  immediately  prior  to  the
Effective Time will at the Effective Time be converted into the right to receive
3.15 shares of VTEL Common  Stock.  Furthermore,  each option  granted by CLI to
purchase  shares of CLI Common Stock  outstanding  and  unexercised  immediately
prior to the Effective  Time will at the Effective  Time will be assumed by VTEL
and will be converted into an option to purchase  shares of VTEL Common Stock in
an amount and at an  exercise  price  determined  in  accordance  with a formula
stated in the Merger Agreement.  Similarly,  each warrant to purchase CLI Common
Stock  outstanding and unexercised  immediately prior to the Effective Time will
be assumed by VTEL and will  thereafter  represent  warrants  to  purchase  VTEL
Common Stock in an amount and at an exercise price determined in accordance with
a formula stated in the Merger Agreement. The holders of the CLI Preferred Stock
have entered into a separate  agreement with CLI and VTEL pursuant to which such
holders have agreed not to convert their shares of CLI Preferred  Stock into CLI
Common  Stock  prior to the  Effective  Time,  to refrain  from  exercising  any
statutory dissenter's rights and to vote in favor of the Merger.                

         As of the  Effective  Time,  each  share of CLI  Common  Stock  and CLI
Preferred  Stock will either be converted into VTEL Common Stock or, if owned by
CLI as treasury  stock, or owned directly or indirectly by CLI or VTEL or any of
their respective wholly owned subsidiaries (with                                

CORPDAL:60247.2 22768-00022                                                     
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certain  exceptions),  will be canceled  and shall cease to exist.  Accordingly,
such CLI Common Stock previously  issued by CLI will be eligible for termination
of registration  pursuant to Section 12(g)(4) of the Securities  Exchange Act of
1934, as amended.                                                               

         The Merger Agreement  provides that, prior to the Effective Time of the
Merger,  neither  VTEL nor CLI may pay  dividends  on VTEL  Common  Stock or CLI
Common Stock, respectively.                                                     
It also prohibits CLI from:                                                     

                  (a) (i) except  pursuant to the  redemption  of rights  issued
         under the CLI's  Preferred  Share  Purchase  Rights  Plan (the  "Rights
         Plan")  under   circumstances   set  forth  in  the  Merger  Agreement,
         redeeming,  purchasing or otherwise  acquiring any shares of its or any
         of its  subsidiaries'  capital stock or any  securities or  obligations
         convertible  into  or  exchangeable  for  any  shares  of  its  or  its
         subsidiaries'  capital stock (other than any such acquisition  directly
         from  any  wholly  owned  subsidiary  of CLI in  exchange  for  capital
         contributions or loans to such subsidiary), or any options, warrants or
         conversion  or  other  rights  to  acquire  any  shares  of  its or its
         subsidiaries' capital stock or any such securities or obligations, (ii)
         effecting any reorganization or  recapitalization  of CLI or any of its
         subsidiaries, or (iii) splitting, combining or reclassifying any of its
         or its  subsidiaries'  capital  stock  or  issuing  or  authorizing  or
         proposing  the issuance of any other  securities in respect of, in lieu
         of or in substitution for, shares of its or its  subsidiaries'  capital
stock; or                                                     

                  (b)  (i)  issuing  (whether  upon  original  issue  or  out of
         treasury),  selling,  granting,  awarding,  delivering  or limiting the
         voting  rights of any  shares of any class of its or its  subsidiaries'
         capital  stock,  any  securities  convertible  into or  exercisable  or
         exchangeable for any such shares, or any rights, warrants or options to
         acquire  any such shares  (except  for the  issuance of shares upon the
         exercise of  outstanding  stock options or warrants in accordance  with
         their  terms and for the  issuance  of shares  upon the  conversion  of
         outstanding  shares of CLI Preferred Stock in accordance with the terms
         of the certificate of designation, in the form now existing,  governing
         such  preferred  stock),  or (ii)  amending or otherwise  modifying the
         terms of any  such  rights,  warrants  or  options  or terms of the CLI
         Preferred Stock (except for such amendments and modifications  relating
         to the terms of the CLI Preferred Stock  expressly  contemplated by the
         Merger  Agreement  or by the other  documents  executed  in  connection
therewith); or                                                

                  (c)  unless  ordered  by a court  of  competent  jurisdiction,
         taking or  permitting  any action to (i) cause any  person,  other than
         VTEL,  Merger  Sub or any of VTEL's  subsidiaries,  to not be deemed an
         "Acquiring  Person"  pursuant to the Rights  Plan;  (ii) except for the
         termination of the Rights Plan immediately  prior to the Effective Time
         (but  not  sooner  than  immediately   prior  to  the  Effective  Time)
         terminate,  amend or modify the Rights  Plan;  (iii)  redeem any rights
         issued under the Rights Plan; or (iv) cause the rights  issuable  under
         the Rights Plan to be redeemed or to become redeemable, nonexercisable,
         nondistributed,  or not  triggered  pursuant  to the terms of the Right
Plan, other than as required by the Merger Agreement.         

CORPDAL:60247.2 22768-00022                                                     
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         The Merger  Agreement also prohibits VTEL from,  except as contemplated
by the  Merger  Agreement  or as set forth on the  schedules  attached  thereto,
issuing  (whether upon original  issue or out of treasury),  selling,  granting,
awarding, delivering or limiting the voting rights of any shares of any class of
its or its  subsidiaries'  capital  stock,  any securities  convertible  into or
exercisable  or  exchangeable  for any such shares,  or any rights,  warrants or
options to acquire any such  shares  (except  for  issuances,  grants and awards
pursuant to VTEL's  employee stock purchase plans and its stock option plans and
except for the issuance of shares upon the exercise of outstanding awards, stock
options or warrants in accordance with their terms and except for issuances,  if
any,  necessary  to enable the Merger to be treated as a "pooling of  interests"
for  accounting  purposes),  or amending or otherwise  modifying in any material
respect the terms of such rights, warrants and options.                         

         At the Effective Time, the certificate of incorporation of CLI shall be
the  certificate  of  incorporation  of the Surviving  Corporation  as in effect
immediately  prior to the  Effective  Time and the by-laws of Merger Sub will be
the by-laws of the Surviving  Corporation.  The directors of Merger Sub, who are
designees of VTEL, will be the directors of the Surviving  Corporation and until
otherwise changed by its board of directors,  the current executive  officers of
CLI will remain executive officers of the Surviving Corporation.                

   Following the Effective Time, the Board of Directors of VTEL will
consist of seven persons,  including the current five members of VTEL's Board of
Directors  and Mr. T. Gary Trimm,  the  current  President  and Chief  Executive
Officer of CLI, and Dr. Arthur G. Anderson, the current Chairman of the Board of
Directors of CLI.                                                               

         Consummation of the  transactions  contemplated by the Merger Agreement
is  subject  to the terms and  conditions  contained  in the  Merger  Agreement,
including,  among  other  things,  the  receipt of approval of the Merger by the
respective  common  stockholders  of  VTEL  and  CLI,  the  receipt  of  certain
regulatory  approvals,  the receipt of a favorable legal opinion with respect to
the tax consequences of the transactions  contemplated by the Merger  Agreement,
the receipt of a favorable  opinion with respect to the accounting  treatment of
the transactions  contemplated by the Merger  Agreement,  and the absence of any
legal  restraint or  injunction.  None of the  foregoing  approvals has yet been
obtained,  and there is no  assurance  as to if or when such  approvals  will be
obtained.  The Merger and the transactions  contemplated by the Merger Agreement
will be submitted for approval at meetings of the  stockholders  of VTEL and CLI
that are expected to take place in the second quarter of 1997.                  

         Except as set forth  herein or in the  Exhibits  hereto,  VTEL does not
have any current plans or proposals that relate to or would result in:          

         (a)      The  acquisition  by any  person of  additional  shares of CLI
                  Common  Stock or CLI  Preferred  Stock or the  disposition  of
      shares of CLI Common Stock or CLI Preferred Stock;

    (b)      An extraordinary corporate transaction, such as a merger,
              reorganization or liquidation, involving CLI or any of its
subsidiaries;                               

CORPDAL:60247.2 22768-00022                                                     
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      (c)      A sale or transfer of a material amount of assets of CLI or
any of its subsidiaries;                    

         (d)      Any change in the present  board of directors or management of
                  CLI,  including any plans or proposals to change the number or
                  terms of directors  or to fill any  existing  vacancies on the
board;                                      

        (e)      Any material change in the present capitalization or dividend
policy of CLI;                              

   (f)      Any other material change in CLI's business or corporate
structure;                                  

(g)      Any changes in CLI's charter, bylaws or instruments  
               corresponding thereto or other actions which may impede the
   acquisition of control of CLI by any person; or

(h)      Any action similar to any of those enumerated above. 

         Copies of the  Merger  Agreement,  the Option  Agreement  and the press
release,  dated  January  7,  1997,  issued  by  VTEL  and CLI  relating  to the
transactions  contemplated by the Merger  Agreement and the Option Agreement are
included  as Exhibits  1, 2, and 3,  respectively,  to the VTEL Form 8-K and are
incorporated herein by reference in their entirety.                             

ITEM 5.           INTEREST IN SECURITIES OF ISSUER.                             

         The VTEL Option is not  exercisable by VTEL except on the occurrence of
certain  conditions.  Assuming for purposes of this Item 5 that such  conditions
occur and VTEL becomes  entitled to, and elects to purchase  Shares  pursuant to
the Option, VTEL would own 3,120,500 Shares, or approximately 16.4% of the total
number of Shares  outstanding  as of January 6, 1997,  adjusted  to reflect  the
issuance to VTEL of such 3,120,500 Shares.                                      

         Because  the Option  Agreement  does not permit  VTEL to  purchase  any
Shares until the occurrence of certain events, VTEL does not have sole or shared
voting or  dispositive  power with  respect to any  Shares,  and VTEL  therefore
disclaims  beneficial  ownership of the CLI Common  Stock  subject to the Option
until such time, if ever, that VTEL becomes entitled to, and elects to, purchase
Shares.  Assuming  for  purposes  of this Item 5,  however,  that  VTEL  becomes
entitled  to exercise  the  Option,  VTEL would have the right to purchase up to
3,120,500  Shares,  subject  to  adjustment  as  described  under Item 6 of this
Schedule  13D, as to which it would have sole voting power and sole  dispositive
power.                                                                          

         To the best of VTEL's  knowledge,  no executive  officer or director of
VTEL is a beneficial owner of CLI Common Stock.                                 

         Except for the issuance of the Option,  no  transactions  in CLI Common
Stock  were  effected  during the past 60 days by VTEL or, to the best of VTEL's
knowledge,  by any executive officer or director of VTEL. In addition,  no other
person is known to have the right to receive or the                             

CORPDAL:60247.2 22768-00022                                                     
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power to direct the receipt of dividends from, or the proceeds from the sale of,
the securities covered by this Schedule 13D.                                    

ITEM 6.           CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR                    
           RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Option Agreement                                                                

         Set forth below is a description  of selected  provisions of the Option
Agreement.  Such  description  is  qualified in its entirety by reference to the
copy of the Option Agreement included as Exhibit 2 to the VTEL Form 8-K.        

         The  Option  Agreement  provides  for  the  purchase  by  VTEL of up to
3,120,500 Shares,  subject to certain  adjustments,  (the "Option Shares") at an
exercise price, subject to certain adjustments, of $4.6575 per share, payable in
cash.  The Option  Shares,  if issued  pursuant to the Option  Agreement,  would
represent  approximately  19.7% of the CLI Common Stock  issued and  outstanding
without  giving effect to the issuance of any Shares  pursuant to an exercise of
the Option.                                                                     

         The  number  of Shares  subject  to the  Option  will be  increased  or
decreased  to the  extent  that CLI issues  additional  Shares  (otherwise  than
pursuant  to an exercise  of the  Option) or  redeems,  repurchases,  retires or
otherwise  causes to be no longer  outstanding  Shares  such that the  number of
Shares  subject to the Option  equals  19.9% of the CLI Common Stock then issued
and outstanding,  without giving effect to the issuance of Shares pursuant to an
exercise  of the  Option.  In the event of any  change in, or  distributions  in
respect  of,  the CLI  Common  Stock by  reason of stock  dividends,  split-ups,
mergers, recapitalizations,  combinations,  subdivisions, conversions, exchanges
of shares,  distributions on or in respect of the CLI Common Stock that would be
prohibited  under the terms of the Merger  Agreement,  or the like, the type and
number of Shares subject to the Option,  and the  applicable  exercise price per
Option Share, will be appropriately adjusted in such manner as to fully preserve
the economic benefits provided under the Option Agreement.                      

         VTEL or any other  holder or holders of the Option  (collectively,  the
"Holder") may exercise the Option,  in whole or in part by sending notice within
90 days  (subject to  extension as provided in the Option  Agreement)  after the
occurrence of an "Initial Triggering Event" and a "Subsequent  Triggering Event"
prior to  termination  of the Option.  The term  "Initial  Triggering  Event" is
defined as the occurrence of any of the following events:                       

                  (i) CLI or any of its Subsidiaries  (each a "CLI Subsidiary"),
         without  having  received  VTEL's  prior  written  consent,  shall have
         entered into an agreement to engage in an Acquisition  Transaction  (as
         hereinafter defined) with any person (the term "person" for purposes of
         the Option  Agreement  having the meaning  assigned thereto in Sections
         3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended
         (the "1934 Act"), and the rules and regulations  thereunder) other than
         VTEL or any of its subsidiaries (each a "VTEL Subsidiary") or the Board
  of Directors of CLI shall have recommended that the stockholders

CORPDAL:60247.2 22768-00022                                                     
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         of CLI approve or accept any Acquisition  Transaction.  For purposes of
         the Option Agreement, "Acquisition Transaction" shall mean (w) a merger
         or  consolidation,  or any similar  transaction,  involving  CLI or any
         Significant  Subsidiary  (as  defined  in Rule 1-02 of  Regulation  S-X
         promulgated by the Securities and Exchange  Commission  (the "SEC")) of
         CLI, (x) a purchase, lease or other acquisition or assumption of all or
         a  substantial  portion  of  the  assets  of  CLI  or  any  Significant
         Subsidiary  of CLI, (y) a purchase or other  acquisition  (including by
         way  of  merger,   consolidation,   share  exchange  or  otherwise)  of
         securities  representing 10% or more of the voting power of CLI, or (z)
any substantially similar transaction;                        

                  (ii) CLI or any CLI Subsidiary, without having received VTEL's
         prior written consent, shall have authorized,  recommended, proposed or
         publicly announced its intention to authorize, recommend or propose, to
         engage in an Acquisition Transaction with any person other than VTEL or
         a VTEL Subsidiary, or the Board of Directors of CLI shall have publicly
         withdrawn or modified,  or publicly  announced its interest to withdraw
         or modify, in any manner adverse to VTEL, its  recommendation  that the
         stockholders of CLI approve the transactions contemplated by the Merger
Agreement;                                                    

                  (iii) Any person other than VTEL or any VTEL Subsidiary  shall
         have acquired  beneficial  ownership or the right to acquire beneficial
         ownership of 10% or more of the outstanding  shares of CLI Common Stock
         (the term  "beneficial  ownership" for purposes of the Option Agreement
         having the meaning  assigned  thereto in Section 13(d) of the 1934 Act,
and the rules and regulations thereunder);                    

                  (iv) Any person other than VTEL or any VTEL  Subsidiary  shall
         have made a bona fide  proposal  to CLI or its  stockholders  by public
         announcement or written communication that is or becomes the subject of
public disclosure to engage in an Acquisition Transaction; or 

                  (v) After an  overture  is made by a third party to CLI or its
         stockholders  to engage in an Acquisition  Transaction,  CLI shall have
         breached any covenant or obligation  contained in the Merger  Agreement
         and  such  breach  (x)  would  entitle  VTEL to  terminate  the  Merger
         Agreement  and (y) shall not have been  cured  prior to the date of the
written notice exercising the Option.                         

         The  term  "Subsequent  Triggering  Event"  shall  mean  either  of the
following events or transactions occurring after the date hereof:               

                          (i)      The acquisition by any person of beneficial
               ownership of 20% or more of the then outstanding CLI Common
Stock; or                                   

                           (ii) The occurrence of the Initial  Triggering  Event
                  described  in clause (i)  above,  except  that the  percentage
   referred to in clause (y) thereof shall be 20%.

         Within  90  days  (subject  to  extension  as  provided  in the  Option
Agreement)  after a Subsequent  Triggering Event prior to the termination of the
Option, VTEL (on behalf of itself or any subsequent                             

CORPDAL:60247.2 22768-00022                                                     
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Holder) may demand that the Option and the related  Option  Shares be registered
under the Securities Act of 1933, as amended (the "Securities  Act").  Upon such
demand,  CLI  must  effect  such  registration  promptly,   subject  to  certain
exceptions. VTEL is entitled to two such registrations.                         

         The Option  terminates (i) at the Effective Time, (ii) upon termination
of the  Merger  Agreement  in  accordance  with the terms  thereof  prior to the
occurrence of an Initial  Triggering Event except a termination by VTEL pursuant
to  Section  8.01(b) of the  Merger  Agreement,  or (iii)  twelve  months  after
termination  of the Merger  Agreement  following  the  occurrence  of an Initial
Triggering Event or if the termination is by VTEL pursuant to Section 8.01(b) of
the Merger Agreement  (provided that if an Initial Triggering Event occurs after
or  continues  beyond  such  termination  and  prior  to  the  passage  of  such
twelve-month period, the Option will terminate twelve months from the expiration
of the last  Initial  Triggering  Event to  expire,  but in no event  more  than
eighteen months after such termination).                                        

         Immediately  prior to the occurrence of a Repurchase  Event (as defined
below),  CLI is  required  (i) at the request of the Holder  delivered  prior to
termination  of the Option,  to repurchase the Option from the Holder at a price
("Option  Repurchase  Price") equal to the amount by which (x) the "Market/Offer
Price" (as hereinafter  defined) exceeds (y) the then applicable Option exercise
price,  multiplied  by the  number of shares  for which the  Option  may than be
exercised  and (ii) at the  request of the owner of Option  Shares  from time to
time (the "Owner")  delivered within 90 days of such  occurrence,  to repurchase
such number of Option  Shares from the Owner as the Owner  designates at a price
per share (the  "Option  Share  Repurchase  Price")  equal to the  "Market/Offer
Price." "Market/Offer Price" means the highest of (A) the price per share of CLI
Common Stock at which a tender offer or exchange  offer  therefor has been made,
(B) the  price  per  share of CLI  Common  Stock to be paid by any  third  party
pursuant  to an  agreement  with  CLI  subsequent  to the  date  of  the  Option
Agreement,  (C) the highest  closing price for shares of CLI Common Stock within
the six-month period  immediately  preceding the date the Holder gives notice of
the required  repurchase of the Option or the Owner gives notice of the required
repurchase  of Option  Shares,  as the case may be,  and (D) in the event of the
sale of all or a substantial  portion of CLI's assets, the sum of the price paid
in such sale for such  assets  and the  current  market  value of the  remaining
assets  of CLI  divided  by the  number  of  shares  of CLI  Common  Stock  then
outstanding.  "Repurchase  Event"  means  (i) the  consummation  of any  merger,
consolidation  or similar  transaction  involving CLI or any purchase,  lease or
other  acquisition of all or a substantial  portion of the assets of CLI or (ii)
the acquisition by any person of beneficial ownership of 50% or more of the then
outstanding  shares of CLI  Common  Stock,  provided  that no such  event  shall
constitute a Repurchase  Event unless a Subsequent  Triggering  Event shall have
occurred prior to the termination of the Option.                                

         In the event that prior to termination  of the Option,  CLI enters into
an agreement (i) to consolidate with or merge into any person other than VTEL or
one of its subsidiaries and shall not be the continuing or surviving corporation
of such  consolidation  or merger,  (ii) to permit any person other than VTEL or
one of its  subsidiaries  to  merge  into  CLI  with  CLI as the  continuing  or
surviving  corporation,  but in connection therewith the then outstanding shares
of CLI Common Stock are changed into or exchanged  for  securities  of any other
person  or cash or any other  property,  or the then  outstanding  shares of CLI
Common Stock after such merger represent less than 50% of the outstanding voting
shares and voting share  equivalents of the merged company,  or (iii) to sell or
transfer all or substantially all of its assets to any entity other than VTEL or
one of its subsidiaries,                                                        

CORPDAL:60247.2 22768-00022                                                     
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then such agreement shall provide that the Option be converted into or exchanged
for an option (a "Substitute  Option") to purchase shares of common stock of, at
the Holder's  option,  either (x) the  continuing or surviving  corporation of a
merger or consolidation  or the transferee of all or substantially  all of CLI's
assets, or (y) the person  controlling such continuing or surviving  corporation
or transferee.  The number of shares  subject to the  Substitute  Option and the
exercise price per share will be determined in accordance  with a formula in the
Option  Agreement.  To the extent possible,  the Substitute  Option will contain
terms and conditions that are the same as those in the Option.                  

         The issuer of the Substitute  Option will be required to repurchase the
Substitute  Option at the request of the holder  thereof and to  repurchase  any
shares of such issuer's  common stock  ("Substitute  Common  Stock") issued upon
exercise  of a  Substitute  Option  ("Substitute  Shares") at the request of the
owner  thereof.  The  repurchase  price for a  Substitute  Option will equal the
amount by which (A) the "Highest  Closing  Price" (as defined below) exceeds (B)
the exercise price of the Substitute Option,  multiplied by the number of shares
of  Substitute  Common  Stock  for  which  the  Substitute  Option  may  then be
exercised,   plus  VTEL's  out-of-pocket  expenses.  The  repurchase  price  for
Substitute  Shares shall equal the "Highest  Closing  Price"  multiplied  by the
number  of  Substitute  Shares  to be  repurchased,  plus  VTEL's  out-of-pocket
expenses.  As used herein,  "Highest  Closing  Price" means the highest  closing
price for  shares  of  Substitute  Common  Stock  within  the  six-month  period
immediately  preceding  the  date  the  holder  gives  notice  of  the  required
repurchase  of the  Substitute  Option or the owner gives notice of the required
repurchase of Substitute Shares, as the case may be.                            

         Neither  VTEL  nor CLI may  assign  any of its  respective  rights  and
obligations under the Option Agreement or the Option to any other person without
the  other  party's  express  written  consent,  except  that  if  a  Subsequent
Triggering  Event  occurs  prior to  termination  of the Option,  within 90 days
thereafter  (subject to  extension as provided in the Option  Agreement),  VTEL,
subject to the  express  provisions  hereof,  may assign in whole or in part its
rights and obligations thereunder.                                              

         The rights and  obligations of VTEL and CLI under the Option  Agreement
are subject to receipt of any required  regulatory  approvals,  and both parties
have agreed to use their best efforts in connection  therewith.  These  include,
but are not limited to,  seeking  approval to list shares of CLI Common Stock on
the NASDAQ Stock Market upon official notice of issuance.                       

Merger Agreement                                                                

         Set forth below is a  description  of certain  provisions of the Merger
Agreement;  certain other provisions are described under Item 4 of this Schedule
13D. Such  descriptions are qualified in their entirety by reference to the copy
of the Merger Agreement filed as Exhibit 1 to the VTEL Form 8-K.                

         Pursuant to the Merger Agreement,  VTEL and CLI have agreed to preserve
intact their respective business organization,  and to take no action that would
adversely  affect the  ability of either to obtain any  necessary  approvals  of
governmental authorities or to perform its covenants under the Merger Agreement.
However,  VTEL and CLI also have agreed that prior to the Effective  Time of the
Merger,  CLI may  not,  except  with the  prior  written  consent  of VTEL or as
permitted  by  the  Merger  Agreement  or  the  Option   Agreement:   (i)  incur
indebtedness,  guarantee or otherwise  accommodate  the  obligations  of another
person, or make any loan or advance; (ii) adjust, split,                        

CORPDAL:60247.2 22768-00022                                                     
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combine,  reclassify,  pay  dividends  on,  redeem or otherwise  acquire,  grant
options on, or issue additional  shares of its capital stock (subject to certain
specified exceptions);  (iii) sell, lease, exchange,  mortgage, pledge, transfer
or  otherwise  dispose of its  assets or any of its  subsidiaries  assets;  (iv)
acquire any assets of another person (subject to certain  specified  exceptions)
or merge with or into another person; (v) cause or permit any person, other than
VTEL,  from becoming an "Acquiring  Person" as defined in the Rights Plan;  (vi)
increase the  compensation or otherwise enter an agreement for the benefit of an
employee;  (vii) solicit or authorize  acquisition inquiries from other parties,
subject to certain specified exceptions; (viii) release any third party from any
standstill agreement or other arrangement;  (ix) take certain actions that would
impede the Merger from going forth as  proposed;  (x) amend its  certificate  of
incorporation  or by-laws;  (xi) take any action  that could  prevent the Merger
from qualifying for  pooling-of-interests  accounting treatment;  (xii) take any
action that would render any  representation or warranty  materially  untrue; or
(xiii) agree to take any of the actions prohibited by the foregoing.            

         VTEL and CLI also have agreed that prior to the  Effective  Time of the
Merger,  VTEL may  not,  except  with the  prior  written  consent  of CLI or as
permitted by the Merger Agreement or the Option Agreement:  (i) pay dividends on
or otherwise  issue  additional  shares of its capital stock (subject to certain
specified  exceptions);  (ii) acquire any assets of another  person  (subject to
certain specified  exceptions) or merge with or into another person;  (iii) take
certain actions that would impede the Merger from going forth as proposed;  (iv)
amend its certificate of incorporation  or bylaws (subject to certain  specified
exceptions);  (v) take any action that could prevent the Merger from  qualifying
for pooling-of-interests  accounting treatment;  (vi) take any action that would
render any representation or warranty  materially untrue; or (vii) agree to take
any of the actions prohibited by the foregoing.                                 

         VTEL and CLI each will pay all  expenses  incurred by it in  connection
with the transactions contemplated by the Merger Agreement, except that VTEL and
CLI each will pay  equally  the costs of  printing  and  mailing the joint proxy
statement and all filing and other fees paid to the SEC in  connection  with the
Merger and the filing fees incurred in connection  with all  regulatory  filings
under the  Hart-Scott-Rodino  Anti-Trust  Improvements  Act of 1976, as amended.
However,  CLI is  required  to pay all of VTEL's  expenses  if VTEL  shall  have
terminated the Merger  Agreement after a breach thereof by CLI, if the CLI Board
of Directors  withdraws,  modifies or changes its  recommendation  of the Merger
Agreement  or the Merger or  approves,  endorses or  recommends  an  alternative
transaction, or in the event of a tender offer or exchange offer for 20% or more
of the CLI Common Stock,  within ten days of the commencement,  the CLI Board of
Directors  shall have not  recommended  that the  stockholders of CLI not tender
their  shares  in  such  tender  or  exchange   offer.   Under   certain   other
circumstances,  where the  Merger  Agreement  has been  terminated,  there is no
continuing  material breach of the Merger  Agreement by VTEL at the time of such
termination and either (i) CLI has materially breached its obligations under the
Merger  Agreement  or the Option  Agreement,  or (ii) the CLI Board of Directors
shall have withdrawn,  modified or changed its approval or recommendation of the
Merger  Agreement  or the  Merger,  or (iii)  CLI  shall  have  entered  into an
alternative  transaction  on  or  prior  to  December  31,  1997,  or  (iv)  the
stockholders  of CLI shall  have  failed to  approve  the  Merger and shall have
approved an alternative  transaction on or prior to December 31, 1997, or (v) on
or prior to December  31, 1997 the  stockholders  of CLI shall have  received an
alternative proposal and such proposal shall result in a party unaffiliated with
VTEL  acquiring  majority  voting  control of CLI, or (vi) VTEL  terminates  the
Merger Agreement as a result                                                    

CORPDAL:60247.2 22768-00022                                                     
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of the  commencement  of a tender offer or exchange offer for 20% or more of the
CLI Common Stock, which,  within ten days of its commencement,  the CLI Board of
Directors  shall not have  recommended  that the  stockholders of CLI not tender
their shares in such tender or exchange offer, CLI is required to pay VTEL a fee
of $3.5 million.                                                                

ITEM 7.           MATERIAL TO BE FILED AS EXHIBITS.                             

The following Exhibits are filed as part of this Schedule 13D:

Exhibit 1 -       Name, business address, and present principal occupation of   
            each executive officer and director of VTEL Corporation.

Exhibit 2 -       Stock Option Agreement, dated as of January 6, 1997, by and   
               between Compression Labs, Incorporated, as issuer, and VTEL
                 Corporation, as grantee (incorporated by reference to Exhibit
               2 to VTEL Corporation's Current Report on Form 8-K dated as
of January 6, 1997).                        

Exhibit 3 -       Agreement and Plan of Merger and Reorganization, dated as of  
               January 6, 1997, by and among VTEL Corporation, Compression
           Labs, Incorporated, and VTEL-Sub, Inc. (incorporated by
               reference to Exhibit 1 of VTEL's Current Report on Form 8-K
dated as of January 6, 1997).               

Exhibit 4 -       Press Release, dated January 7, 1997, relating to transactions
               between VTEL Corporation and Compression Labs, Incorporated
               (incorporated by reference to Exhibit 3 to VTEL Corporation
            Current Report on Form 8-K dated as of January 6, 1997).

CORPDAL:60247.2 22768-00022                                                     
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         After  reasonable  inquiry and to the best of my knowledge  and belief,
certify that the information set forth in this statement is true, complete,  and
correct.                                                                        

                        VTEL CORPORATION

                                        By:           /s/ Rodney S. Bond
                                    Name:         Rodney S. Bond
                                            Title:        Vice President-Finance

January 16, 1997                                                                

CORPDAL:60247.2 22768-00022                                                     
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 EXHIBIT INDEX

EXHIBIT                          DESCRIPTION                          SEQUENTIAL
                                                                        PAGE NO.
99.1                  Name, business address, and present principal             
    occupation of each executive officer and
director of VTEL Corporation        
99.2                  Stock Option Agreement, dated as of January 6,            
  1997, by and between Compression Labs,
          Incorporated, as issuer, and VTEL Corporation,
            as grantee (incorporated by reference to Exhibit
     2 to VTEL Corporation's Current Report on
  Form 8-K dated as of January 6, 1997).
99.3                  Agreement and Plan of Merger and                          
           Reorganization, dated as of January 6, 1997, by
     and between VTEL Corporation, Compression
 Labs, Incorporated and VTEL-Sub, Inc.
      (incorporated by reference to Exhibit 1 of
      VTEL's Current Report on Form 8-K dated as
of January 6, 1997).                
99.4                  Press Release, dated January 7, 1997, relating            
        to transactions between VTEL Corporation and
        Compression Labs, Incorporated (incorporated
by reference to Exhibit 3 to VTEL   
    Corporation's Current Report on Form 8-K
dated as of January 6, 1997).       

CORPDAL:60247.2 22768-00022                                                     
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 Exhibit 1

Name, Principal Business, and Address of the
Directors and Executive Officers of VTEL Corporation

Directors                                                                       

F.H. (Dick) Moeller                                                             
Chairman and Chief Executive Officer                                            
VTEL Corporation                                                                
108 Wild Basin Road                                                             
Austin, TX 78746                                                                

Max D. Hopper                                                                   
Chief Executive Officer                                                         
Max D. Hopper Associates, Inc.                                                  
1950 Stemmons Freeway, Suite 5001                                               
Dallas, Texas 75205                                                             

John V. Jaggers                                                                 
General Partner                                                                 
Sevin Rosen Funds                                                               
Two Galleria Tower                                                              
13455 Noel Road, Suite 1670                                                     
Dallas, Texas 75240                                                             

Eric L. Jones                                                                   
General Partner                                                                 
SSM Venture Partners, L.P.                                                      
11525 Stonehollow Drive, Suite 135                                              
Austin, Texas 78758                                                             

Gordon H. Mathews                                                               
Chief Executive Officer and Chairman                                            
Mathews Communications Management, Inc.                                         
100 Westlake Drive                                                              
Austin, Texas 78746                                                             

Executive Officers                                                              

         The  principal  business  address  of each  executive  officer  of VTEL
Corporation is 108 Wild Basin Road, Austin, Texas 78746.                        

F.H. ("Dick") Moeller................ Chairman of the Board of Directors and    
                       Chief Executive Officer
Rodney S. Bond....................... Chief Financial Officer, Vice President-  
                                 -Finance, Treasurer and Secretary
J. Michael O'Dell.................... General Manager of the Education and      
                                  Government Business Customer Unit,
                                  Senior Vice President--Development
Thomas C. Stevenson.................. Vice President--Marketing                 
Bob R. Swem.......................... Vice President--Operations                
Michael P. Cronin.................... Vice President--Sales for North America   
Dennis M. Egan....................... Vice President--Services                  

CORPDAL:60247.2 22768-00022                                                     
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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		12/31/97		12
		1/17/97
Filed on:		1/16/97		14
		1/7/97		7		15
		1/6/97		1		15			8-K
									List all Filings