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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                                   (Mark One)

                     X  ANNUAL REPORT PURSUANT TO SECTION 13
                    ---
                 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                                       OR

                      TRANSITION REPORT PURSUANT TO SECTION 13
                  ----
                 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended July 31, 2003

                         Commission File Number 0-20008

                             FORGENT NETWORKS, INC.
                            (f.k.a. VTEL Corporation)
             (Exact name of registrant as specified in its charter)


                         Delaware                       74-2415696
             (State or other jurisdiction of         (I.R.S. Employer
              incorporation or organization)        Identification No.)

                   108 Wild Basin Road
                      Austin, Texas                       78746
             (Address of principal executive            (Zip Code)
                         offices)


       Registrant's telephone number, including area code: (512) 437-2700

              Securities registered pursuant to Section of the Act:
                                      None

              Securities registered pursuant to Section of the Act:
                                  Common Stock

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X   No
                                             ----   ----

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes    No X
                                      ---   ---

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to  the  best  of  registrant's   knowledge,   in  definitive  proxy  statements
incorporated  by reference  in Part III of this Form 10-K/A or any  amendment to
this Form 10-K/A. ( ).

         The aggregate market value of Common Stock held by nonaffiliates of the
registrant  as of  January  31,  2003  was  $30,749,744.  For  purposes  of this
computation,  all officers, directors and 5% beneficial owners of the registrant
are  deemed  to be  affiliates.  Such  determination  should  not be  deemed  an
admission  that such  officers,  directors and  beneficial  owners are, in fact,
affiliates of the registrant.

         As  of  October  21,  2003,   there  were  24,637,547   shares  of  the
registrant's Common Stock, $0.01 par value, issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None





     Forgent  Networks,  Inc., a Delaware  corporation (the  "Company"),  hereby
amends, as set forth herein, the Company's Annual Report on Form 10-K filed with
the  Securities  and Exchange  Commission on October 29, 2003 (the "Company Form
10-K").  The item  numbers  and  responses  thereto are in  accordance  with the
requirements of Form 10-K. All capitalized  terms used and not otherwise defined
herein shall have the meaning specified in the Company Form 10-K.


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  Company's  Board of Directors  consists  currently  of six  directors.
Directors are elected for one-year  terms and serve until their  successors  are
elected  and  qualified.  All of the  executive  officers  of  the  Company  are
full-time  employees  of the  Company.  Executive  officers  of the  Company are
appointed for a one-year term and serve until their  respective  successors have
been selected and  qualified;  provided,  however,  such officers are subject to
removal  at any  time by the  affirmative  vote of a  majority  of the  Board of
Directors.

     See Item 1 of the  Company  Form 10-K for a  description  of the  executive
officers of the Company.

     The  following is a  description  of the  principal  occupations  and other
employment  during  the past  five  years  and their  directorships  in  certain
companies of the directors of the Company.  This  information  is as reported by
the respective directors.

     Richard N.  Snyder,  age 59, has served as a director of the Company  since
December 1997 and was elected chairman of the board in March 2000. In June 2001,
Mr. Snyder was elected as president and chief executive  officer of the Company.
From  September  1997  until  assuming  the  positions  of  president  and chief
executive  officer  of the  Company,  Mr.  Snyder  served as  founder  and chief
executive officer of Corum Cove Consulting,  LLC, a consulting firm specializing
in providing strategic guidance to high technology  businesses.  From 1996 until
1997, Mr. Snyder was the senior vice  president of World Wide Sales,  Marketing,
Service and Support of Compaq Computer Corp., a worldwide computer company. From
1995 until 1996, Mr. Snyder was the senior vice president and general manager of
Dell Americas, a computer  manufacturer and marketer.  Prior to 1995, Mr. Snyder
served  as group  general  manager  of the  Deskjet  Products  Group of  Hewlett
Packard.  He also serves as a director of Symmetricom,  Inc., based in San Jose,
California.

    Kathleen  A. Cote,  age 54, has served as a director  of the  Company  since
December  1999.  From May,  2001 through  June,  2003,  she was chief  executive
officer of  Worldport  Communications,  Inc.,  a provider  of  internet  managed
services to the European  market.  In January  1998,  Ms. Cote founded  Seagrass
Partners,   a  provider  of  expertise  in  business   planning  and   strategic
development,  and served as its president until May, 2001. From November 1996 to
January  1998,  Ms. Cote  served as chief  executive  officer of  Computervision
Corporation,  an  international  provider of software  for data  management  and
product development software and services.  From November 1986 to November 1996,
she held various senior management positions with Computervision Corporation. In
January 1998,  Computervision  Corporation was acquired by Parametric Technology
Corporation.  Ms.  Cote is also a director  of Radview  Corporation  and Western
Digital Corporation.

     James H.  Wells,  age 57,  has served as a director  of the  Company  since
December  1999.  He  currently  consults  with  early  stage  internet  start-up
companies.  Mr. Wells was the senior vice  president  of marketing  and business
development  of Dazel,  a Hewlett  Packard  enterprise  software  company,  from
January 1999 through  February  2000.  From April 1995 to March 1998,  Mr. Wells
served as vice  president  of sales and was a founding  officer in the  internet
streaming company, RealNetworks, Inc.

     Lou  Mazzucchelli,  age 47, has served as a director of the  Company  since
February 2002. He is currently a venture partner at Ridgewood Capital, a venture
capital firm focusing its  investments in the information  technology  industry.
Prior to joining Ridgewood  Capital in 2001, Mr.  Mazzucchelli was an investment
banker at Gerard Klauer  Mattison in New York,  which he joined in 1996 as their
PC and digital media technology analyst.  Previously,  Mr. Mazzucchelli spent 13
years  leading  Cadre  Technologies,   a  pioneering   computer-aided   software
engineering  tools company that he founded in 1982 and grew to become one of the
top 50 U.S. independent software vendors before its sale in 1986.

                                       2


     Richard J.  Agnich,  age 60, has served as a director of the Company  since
March 2003. He is currently an advisor to technology start-ups,  is a trustee of
Austin  College and chair of the  Entrepreneurs  Foundation of North Texas.  Mr.
Agnich is also  currently  serving as a director of ST Assembly  Test  Services,
Ltd. (STTS,  NASDAQ), a leading semiconductor test and assembly service provider
headquartered  in Singapore.  Prior to his retirement in 2000, Mr. Agnich served
as Senior Vice  President,  General  Counsel  and  Secretary  and various  other
positions at Texas Instruments Incorporated since 1973.

     Rajko  Milovanovic,  age 50, has served as a director of the Company  since
March 2003.  He is  currently  working  with Rajko  Associates,  a company  that
provides  consulting  services on  corporate  strategy.  From 2001 to 2002,  Mr.
Milovanovic served as the President of Communications  Services,  a service line
of  the   Operations   Solutions   business  of  EDS,  Inc.   Prior  to  joining
Communications  Services,  Mr. Milovanovic was a business manager and manager of
software strategy at Texas Instruments from 1999 to 2001. From 1996 to 1999, Mr.
Milovanovic  served as a branch  manager  and then  Chief  Operating  Officer of
Deutsche  Telekom  Alliance,  a strategic  alliance  between  Texas  Instruments
Incorporated and Deutsche Telekom.

Section 16(a) Beneficial Ownership Reporting Compliance

    Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires
the Company's  officers,  directors,  and persons who beneficially own more than
10% of the  Company's  common  stock ("10%  Stockholders"),  to file  reports of
ownership and changes in ownership with the  Securities and Exchange  Commission
and NASDAQ.  Such officers,  directors and 10% Stockholders are also required by
SEC rules to furnish us with copies of all  Section  16(a) forms that they file.
Based solely upon information provided to us by individual  officers,  directors
and 10%  Stockholders,  we believe  that all of these filing  requirements  were
satisfied by the Company's officers, directors, and 10% Stockholders,  except as
described below:

     o    In September  2002,  Ken  Kalinoski,  the Company's  Chief  Technology
          Officer,  purchased  20,000 shares of Forgent common stock on the open
          market. The Form 4 reporting of these purchases was filed late.

     o    On October  17,  2002,  each of the  executive  officers  of  Forgent,
          Messrs.  Snyder,  Peterson,  Kalinoski,  and  Caccamisi  were  awarded
          options as show in the table "Option/SAR  Grants in Last Fiscal Year."
          The Form 4 reporting of these purchases was late.

                     POLICIES ON BUSINESS ETHICS AND CONDUCT

     As of the date of this report, the Company has not adopted a code of ethics
that applies to the Company's principal  executive officer,  principal financial
officer,  principal  accounting  officer or  controller,  or persons  performing
similar functions.  The Company,  along with legal counsel,  is currently in the
process of developing a code of ethics for the above  mentioned  officers of the
Company. Once the Company has adopted a code of ethics, the Company will publish
the code of ethics on its website and , as required, disclose in its next annual
report the address of the internet website.

                        AUDIT COMMITTEE FINANCIAL EXPERT


    Ms. Kathleen A. Cote is the  Chairperson of the Company's  Audit  Committee.
The board of directors has determined that Ms. Cote has the  qualifications  and
experience  necessary  to serve as an "audit  committee  financial  expert,"  as
defined by the Securities and Exchange Commission.


ITEM 11. EXECUTIVE COMPENSATION

    The following table summarizes certain  information  regarding  compensation
paid or accrued  during each of the  Company's  last three  fiscal  years to the
Company's  chief  executive  officer and each of the  Company's  other four most
highly compensated  executive officers,  also referred to as the named executive
officers:

                                       3




                           Summary Compensation Table

                                                                                     Long-Term Compensation
                                                                                            Awards(1)
                                                       Annual Compensation           -----------------------
                                             -------------------------------------   Restricted    Securities
                                     Period               Bonus and   Other Annual    Stock       Underlying     All Other
            Name and Principal        Ended              Commissions  Compensation   Awards      Options/SARs  Compensation
                 Position            July 31  Salary($)      ($)         ($)(1)        ($)            (#)         ($)(2)
         ------------------------   -------- ----------  -----------  ------------   ----------  ------------  -------------
                                                                                              

         Richard N. Snyder......     2003    300,000        83,420(3)     -0-          -0-         186,335         3,808
            Chief Executive Officer  2002    300,833       176,552        -0-          -0-         250,000         3,316
            and President            2001     98,333(4)     32,100        -0-          -0-         250,000           824

         Jay C. Peterson........     2003    185,000        22,735(3)     -0-          -0-         114,906         1,285
            Chief Financial          2002    179,860        51,956        -0-         19,500       125,599         1,054
            Officer, and Vice        2001    165,259        59,040        -0-          -0-          40,000           745
            President, Finance

         Kenneth Kalinoski......     2003    220,000        23,159(3)     -0-          -0-          68,323         1,302
            Chief Technology         2002    213,333        62,867        -0-         19,500        95,000         1,105
            Officer and Vice         2001     85,185(4)     34,881        -0-          -0-         200,000        11,630
            President, Development

         Harry R. Caccamisi.....     2003    161,250(4)     19,035(3)     -0-          -0-         311,802         1,332
            Senior Vice President,   2002      N/A           N/A           N/A          N/A          N/A            N/A
            Sales                    2001      N/A           N/A           N/A          N/A          N/A            N/A

         Dennis Egan (5)........     2003    155,833(4)    173,038(3)     -0-          -0-          -0-            1,344
            Former Vice President    2002    175,149        47,412        -0-          -0-          25,000         1,454
            Services                 2001    178,549        82,508        -0-          -0-          15,000         1,172



_________

(1) Includes  perquisites  and other personal  benefits if value is greater than
    the lesser of $50,000 or 10% of reported salary and bonus.

(2) Represents  the dollar value of any  insurance  premiums paid by the Company
    during the covered  fiscal year with respect to term life insurance and long
    term disability  insurance for the benefit of the chief executive officer or
    the named executive officers.

(3) Includes tax  preparation  allowances  ranging between $2,800 and $3,600 per
    executive.

(4) Represents a partial year of compensation.

(5) On July 3, 2003,  the services  division of the Company was sold. Mr. Egan's
    employment  was  terminated  effective  July 2, 2003.  He was paid  $170,000
    pursuant to the  change-in-control  agreement discussed below in the section
    titled  "Employment  Contracts;  Termination  of  Employment  and  Change in
    Control Agreements."



Stock Option Grants During Fiscal 2003

    The following table sets forth  information  with respect to grants of stock
options to purchase  common stock pursuant to the Company's  equity plans to the
Company's chief executive officer and the named executive  officers reflected in
the Summary  Compensation Table above. No stock appreciation  rights (SARs) were
granted during fiscal 2003 and none were outstanding as of July 31, 2003.

                                       4





                      Option/SAR Grants in Last Fiscal Year

                                                                                       Potential Realizable Value of Assumed
                                                                                      Annual Rates of Stock Price Appreciation
                                      Individual Grants                                          for Option Term(1)
                                ---------------------------------------------------   ----------------------------------------
                                 Number of     % of Total
                                 Securities    Options/SARs
                                 Underlying     Granted to   Exercise or
                                Options/SARs   Employees in     Base     Expiration
              Name               Granted(#)     Fiscal Year  Price($/Sh)    Date          0%($)         5%($)         10%($)
    ------------------------    ------------   ------------  ----------- ----------     --------       --------     ---------
                                                                                                

    Richard N. Snyder.......    186,335           10.35        1.61      10/17/2012      -0-            188,668      478,122

    Jay C. Peterson.........    114,906           6.38         1.61      10/17/2012      -0-            116,345      294,840

    Kenneth Kalinoski.......     68,323           3.80         1.61      10/17/2012      -0-              69,178     175,311

    Harry R. Caccamisi......    200,000          11.11         3.90      09/09/2012      -0-            490,538      1,243,119
                                111,802           6.21         1.61      10/17/2012      -0-            113,202        286,876

    Dennis Egan.............        -0-           -0-           -0-         N/A          -0-               -0-            -0-

    All employee options....  1,825,071            100        1.972(2)      N/A          N/A          2,263,774      5,735,943

    All stockholders(3).....        N/A            N/A          N/A         N/A          N/A         30,493,551     77,276,645

    Optionee gains as % of all
      stockholder gains.....        N/A            N/A          N/A         N/A          N/A              7.42%          7.42%


__________

(1) The dollar  amounts under these columns  represent the potential  realizable
    value of each  grant  of  options  assuming  that  the  market  price of the
    Company's  common stock  appreciates  in value from the date of grant at the
    five percent and ten percent annual rates  compounded over the ten year term
    of the option as prescribed by the  Securities  and Exchange  Commission and
    therefore are not intended to forecast possible future appreciation, if any,
    of the price of the Company's common stock.

(2) Weighted  average grant price of all stock  options  granted to employees in
    fiscal 2003.

(3) Appreciation  for all  stockholders is calculated using the average exercise
    price for all employee  optionees of $1.972  granted  during fiscal 2003 and
    using the number of shares of the Company's common stock outstanding on July
    31, 2003 of 24,588,000.



Aggregated  Stock  Option/SAR  Exercises During Fiscal 2003 and Stock Option/SAR
Values as of July 31, 2003

    The  following  table sets forth  information  with respect to the Company's
chief executive officer and the named executive officers concerning the exercise
of options during fiscal 2003 and unexercised options held as of July 31, 2003:



                                                Aggregate Option/SAR Exercises in Last Fiscal Year
                                                          and FY-End Option/SAR Values(1)

                                                                Number of Securities
                                                               Underlying Unexercised       Value of Unexercised
                                                                  Options/ SARs at       In-the-Money Options/ SARs
                                      Shares                     Fiscal Year End(#)         at Fiscal Year End($)
                                   Acquired on     Value         --------------------       ---------------------
                     Name          Exercise(#)   Realized($) Exercisable   Unexercisable  Exercisable   Unexercisable
                     ----          -----------   ----------- -----------   -------------  -----------   -------------
                                                                                        

              Richard N. Snyder        -0-          -0-        325,091       129,842        96,436        194,333

              *Jay C. Peterson.        -0-          -0-        123,768       184,562        77,077        169,691

              Kenneth Kalinoski       18,276       23,014      186,664       158,383       290,353        146,217

              Harry R. Caccamisi       -0-          -0-         56,620       255,182        22,281        144,304

              Dennis Egan......        -0-          -0-          -0-           -0-            -0-           -0-


                                       5



__________

(1) All options  held by the  Company's  chief  executive  officer and the named
    executive  officers were granted under the Company's  1989 Stock Option Plan
    or the Company's 1996 Stock Option Plan. All options  granted under the 1989
    Stock  Option  Plan  and  the  1996  Stock   Option  Plan  are   immediately
    exercisable. However, the Company can repurchase shares issued upon exercise
    of those  options,  at the  exercise  price,  to the extent of the number of
    shares that have not vested if the optionee's  employment  terminates before
    all of the  optionee's  option shares become  vested.  The amounts under the
    headings entitled  "Exercisable"  reflect vested options as of July 31, 2003
    and the amounts under the headings entitled  "Unexercisable"  reflect option
    shares that have not vested as of July 31, 2003.




Compensation Committee Interlocks and Insider Participation

    No  member  of the  Compensation  Committee  is or has  been an  officer  or
employee  of  the  Company  or  any of the  Company's  subsidiaries  or had  any
relationship  requiring  disclosure  pursuant  to  Item  404 of  Securities  and
Exchange   Commission   Regulation  S-K  (Certain   Relationships   and  Related
Transactions).

Director Compensation

    During fiscal 2003, each non-employee director was paid a retainer of $3,000
for each quarter.  Additionally,  each non-employee director was paid $1,000 for
the regularly scheduled and special meetings of the board of directors he or she
attended and $250 for participation in each telephonic meeting not considered an
official board of directors' meeting.  Total director fees earned in fiscal 2003
were $ 71,400.

    All non-employee  directors participate in the Company's 1992 Director Stock
Option Plan.  Non-employee  directors  receive,  upon their initial  election or
appointment to the board of directors,  stock options to purchase  25,000 shares
of the  Company's  common  stock,  having an exercise  price equal to the market
price of the  Company's  common  stock on the date of  grant.  Thereafter,  each
non-employee  director  will receive  options to purchase  10,000  shares of the
Company's  common  stock  on the  anniversary  date  of his or her  election  or
appointment  to the  board  of  directors.  All of these  options  vest in equal
amounts  monthly  over a  three-year  period  but cease  vesting at the time the
director ceases to be a director.

    The  compensation  of the employee  directors  is  discussed  at  "Executive
Compensation" above.

Employment Contracts; Termination of Employment and Change in Control Agreements

    The Company has not entered into any employment  agreements  with members of
its senior management.  However, the Company has entered into  change-in-control
agreements,  also  called  parachute  agreements,  with  members  of its  senior
management,  which provide that if the officer is terminated  within a specified
amount of time  after a "change  in  control"  of the  Company  (as that term is
defined in the parachute agreements), in any of the following ways:

     o    by the Company other than for cause, the officer's  death,  retirement
          or disability, or

     o    by the officer for "good reason,"

the  Company  will pay to the  officer  an amount  one times his or her  current
year's salary and will  accelerate  the vesting  schedule of his or her unvested
stock options.

                                       6


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Stock Ownership of Certain Beneficial Owners and Management

     The Company has only one outstanding class of equity securities, its common
stock,  par value  $.01 per  share.  The  following  table  sets  forth  certain
information  with respect to beneficial  ownership of the Company's common stock
as of November 15, 2003 by:

     o    each person who is known by the Company to beneficially  own more than
          five percent of the Company's common stock;

     o    each of the Company's  directors at that date and the named  executive
          officers; and

     o    all directors and officers as a group.


                                                             Shares Beneficially
                                                                  Owned(1)(2)
                                                             -------------------
                 Name and Address of Beneficial Owner        Number      Percent
                 ------------------------------------        ------      -------

      Corbin & Company..................................   1,895,925(3)    7.7%
      University Drive, Suite 500
        Fort Worth, TX 76109
      Dimensional Fund Advisors Inc.....................   1,569,988       6.37%
        1299 Ocean Avenue
        Santa Monica, CA 90401
      Richard N. Snyder.................................     943,655(4)    3.76%
      Kathleen A. Cote..................................      39,333(5)      *
      James H. Wells....................................      60,333(6)      *
      Lou Mazzucchelli..................................      18,749(7)      *
      Richard J. Agnich.................................       6,250(8)      *
      Rajko Milovanovic.................................       6,250(9)      *
      Jay C. Peterson...................................     282,982(10)   1.14%
      Kenneth Kalinoski.................................     568,669(11)   2.28%
      Harry R. Caccamisi................................     329,256(12)   1.32%
      Dennis M. Egan....................................     122,846(13)     *
      All directors and officers as a group
      (10 persons)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)....   2,378,323(14)   9.07%

__________

    *  Indicates ownership of less than 1% of the Company's common stock

    (1) Beneficial  ownership as reported in the above table has been determined
        in accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
        as amended. The persons and entities named in the table have sole voting
        and  investment  power with respect to all shares shown as  beneficially
        owned by them,  except as noted below.  Amounts shown include  shares of
        the Company's common stock issuable upon exercise of certain outstanding
        options within 60 days after November 15, 2003.

    (2) Except  for the  percentages  of  certain  parties  that  are  based  on
        presently  exercisable  options  which are  indicated  in the  following
        footnotes  to  the  table,  the  percentages   indicated  are  based  on
        24,638,047  shares of the Company's  common stock issued and outstanding
        on  November  15,  2003.  In  the  case  of  parties  holding  presently
        exercisable  options,  the  percentage  ownership is  calculated  on the
        assumption that the shares presently held or purchasable within the next
        60 days underlying such options are outstanding.

    (3) David A. Corbin, the Chairman,  President and Chief Executive Officer of
        Corbin & Company, has the shared power to vote and dispose of all shares
        held by Corbin & Company.

                                       7


    (4) Consists  of 488,722  shares  held by Mr.  Snyder  directly  and 454,933
        shares  (128,105 of which are subject to  repurchase at January 14, 2004
        by the Company at the optionee's  exercise prices pursuant to the option
        agreements)  which Mr.  Snyder may acquire  upon the exercise of options
        within 60 days after November 15, 2003.

    (5) Consists of 11,000  shares held by Ms. Cote  directly and 28,333  shares
        which Ms. Cote may acquire upon the  exercise of options  within 60 days
        after November 15, 2003.

    (6) Consists of 32,000  shares held by Mr. Wells  directly and 28,333 shares
        which Mr. Wells may acquire upon the exercise of options  within 60 days
        after November 15, 2003.

    (7) Consists of 18,749  shares which Mr.  Mazzucchelli  may acquire upon the
        exercise of options within 60 days after November 15, 2003.

    (8) Consists of 6,250 shares which Mr.  Agnich may acquire upon the exercise
        of options within 60 days after November 15, 2003.

    (9) Consists of 6,250  shares  which Mr.  Milovanovic  may acquire  upon the
        exercise of options within 60 days after November 15, 2003.

    (10)Consists of 22,115  shares  held by Mr.  Peterson  directly  and 260,867
        shares  (165,678 of which are subject to  repurchase at January 14, 2004
        by the Company at the optionee's  exercise prices pursuant to the option
        agreements)  which Mr. Peterson may acquire upon the exercise of options
        within 60 days after November 15, 2003.

    (11)Consists of 223,622  shares held by Mr.  Kalinoski  directly and 345,047
        shares  (138,695 of which are subject to  repurchase at January 14, 2004
        by the Company at the optionee's  exercise prices pursuant to the option
        agreements) which Mr. Kalinoski may acquire upon the exercise of options
        within 60 days after November 15, 2003.

    (12)Consists of 17,454  shares held by Mr.  Caccamisi  directly  and 311,802
        shares  (230,183 of which are subject to  repurchase at January 14, 2004
        by the Company at the optionee's  exercise prices pursuant to the option
        agreements) which Mr. Caccamisi may acquire upon the exercise of options
        within 60 days after November 15, 2003.

    (13)Consists of 122,846  shares which Mr. Egan may acquire upon the exercise
        of options before August 31, 2004. Mr. Egan had vested in 122,846 shares
        of the Company's stock at the date of his termination.  His last date to
        exercise his previously vested was extended to August 31, 2004, upon his
        termination from employment.


    (14)All options held by the Company's chief executive  officer and the named
        executive  officers were granted under the 1989 Stock Option Plan or the
        1996 Stock  Option  Plan.  Pursuant to these  stock  option  plans,  all
        options granted thereunder are immediately exercisable,  however, shares
        issued upon exercise are subject to  repurchase  by the Company,  at the
        exercise  price,  to the  extent of the  number of shares  that have not
        vested in the event that the optionees'  employment  terminates prior to
        all such optionees' options becoming vested. Richard J. Agnich and Rajko
        Milovanovic became directors on March 25, 2003


                                       8


Equity Compensation Plan Information


         The following  table provides  information as of November 15, 2003 with
respect to the shares of the Company's common stock that may be issued under the
Company's existing equity compensation plans.






                                             A                           B                            C
                                --------------------------------------------------------------------------------------
                                                                                        Number of Securities Remaining
                                                                                        Available for Future Issuance
                                 Number of Securities to be      Weighted Average         Under Equity Compensation
                                  Issued upon Exercise of        Exercise Price of       Plans (Excluding Securities
        Plan Category               Outstanding Options         Outstanding Options         Reflected in Column A)
----------------------------------------------------------------------------------------------------------------------
                                                                                          

Equity Compensation Plans
Approved by Shareholders(1)            4,179,616(3)                 $ 2.677                        1,583,093(4)

Equity Compensation Plans
Not Appproved by
Shareholders(2)                              -0-                    $ N/A                              -0-
                                       -------------               ---------                      -------------
Total                                  4,179,616                    $ 2.677                        1,583,093
                                       -------------               ---------                      -------------

     (1) Consists of the 1989 Stock Option Plan,  the 1992 Director Stock Option
Plan,  the 1996 Stock Option Plan,  the  Restricted  Stock Plan and the Employee
Stock Purchase Plan.

     (2) All of the Company's  equity  compensation  plans have been  previously
approved by the Company's shareholders.

     (3) Excludes purchase rights accruing under the Company's  Restricted Stock
Plan and Employee Stock Purchase Plan which have a combined shareholder approved
reserve of 986,398 shares. Under the Employee Stock Purchase Plan, each eligible
employee  may  purchase up to 2,500  shares per quarter  (but in no case can the
participant  contribute  more than 15% of base pay) of common stock at quarterly
intervals on the last day of the calendar quarter (i.e. March, June,  September,
and December)  each year at a purchase price per share equal to 85% of the lower
of (i) the average  selling  price per share of common stock on the first day of
the  quarter  or (ii) the  average  selling  price  per  share on the  quarterly
purchase date.

     (4) Includes shares  available for future issuance under the Employee Stock
Purchase  Purchase Plan and the Restricted  Stock Plan. As of November 15, 2003,
191,948  shares of common stock were  available for issuance  under the Employee
Stock  Purchase  Plan and  794,450  shares of common  stock were  available  for
issuance under the Restricted Stock Plan.





ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSATIONS

Certain Transactions

Officer and Director Stock Loan Program

    As of July 31, 2003,  under the  Company's  Officer and Director  Stock Loan
Program,  the aggregate principal amount of stock loans outstanding was $59,405,
consisting entirely of a loan outstanding to Richard N. Snyder. This amount also
represented the largest amount of indebtedness  outstanding  during fiscal 2003.
As of October 31, 2003, the amount outstanding under this loan was $63,935.

                                       9


    No new loans are  allowed to be made under this  program.  This  program had
previously allowed the directors and officers to acquire shares of the Company's
common stock with the proceeds of the loans.  The interest  rate charged on this
loan is fixed at 6.09%. The term of the loan is nine years.


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Fees

Audit Fees

     The Company  paid fees in the amount of  $339,500  for  professional  audit
services  rendered  by Ernst & Young LLP for the audit of the  Company's  annual
financial statements and the reviews of the financial statements included in the
Companys 10-Qs,  for the fiscal year ended July 31, 2003. The services  included
work  generally  only the  independent  auditor  can  reasonably  be expected to
provide, such as those in connection with statutory and regulatory filings.

Audit  Related Fees

     The  Company  paid fees in the amount of  $25,500  for  professional  audit
services  rendered  by Ernst & Young LLP  related  principally  to the audits of
employee benefit plans, for the fiscal year ended July 31, 2003.

Tax Fees

     The Company paid $69,350 for professional tax services  rendered by Ernst &
Young LLP during the fiscal year ended July 31, 2003.

Other Fees

     All fees paid to Ernst & Young LLP by the  Company are  reported  under the
fee  categories  listed  above.  There were no other fees paid during the fiscal
year ended July 31, 2003.



                                       10


                                    SIGNATURE


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  the  registrant  has duly  caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                                 FORGENT NETWORKS, INC.


                                                 By: /s/  JAY C. PETERSON
                                                    ----------------------------
                                                    Jay C. Peterson
                                                    Chief Financial Officer
                                                    November 26, 2003







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                               INDEX TO EXHIBITS

EXHIBIT
NUMBER         DESCRIPTION OF EXHIBIT
-------        ----------------------

31.1--         Certification  pursuant to Section 302 of Sarbanes-0xley Act of
               2002

31.2--         Certification pursuant to Section 302 of Sarbanes-Oxley Act of
               2002

32.1--         Certification pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2--         Certification pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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