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As filed with the SEC on March 25, 1997
Registration No. 333-19351

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PLANTRONICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 77-0207692
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)

337 ENCINAL STREET
SANTA CRUZ, CALIFORNIA 95060
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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EXECUTIVE STOCK PURCHASE PLAN,
PLANTRONICS, INC. ANNUAL PROFIT SHARING/INDIVIDUAL SAVINGS PLAN,
AND PLANTRONICS, INC. BASIC DEFERRED COMPENSATION PLAN
(FULL TITLES OF THE PLANS)
-----------------------

ROBERT S. CECIL
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
PLANTRONICS, INC.
337 ENCINAL STREET
SANTA CRUZ, CALIFORNIA 95060
408-426-6060
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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Copies to:
Eric John Finseth, Esq.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
415-493-9300
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CALCULATION OF REGISTRATION FEE

Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
---------- ---------- ----- ----- ---

Common Stock,
$.01 par value........ 350,000 shares $38.04 (1) $13,314,000 $4,034.55

Interests in the Plantronics, Inc.
Annual Profit Sharing/Individual
Savings Plan (2)

Interests in the Plantronics, Inc.
Basic Deferred Compensation Plan (3)

(1) Estimated as of the January 7, 1997 original filing date of the Registrant's
Registration Statement on Form S-8, Reg. No. 333-19351, in accordance with Rule
457(h) promulgated under the Securities Act of 1933, as amended, solely for the
purpose of calculating the total registration fee. The average of the high and
low per share sale prices of the Common Stock as reported on the New York Stock
Exchange on December 31, 1996 was $44.75. In this price range, the Plan's
formula for determining the purchase price of the stock yields a per share price
to participating employees equal to 85% of $44.75, or $38.04.

(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement covers an indeterminate amount of interests
in the Plantronics, Inc. Annual Profit Sharing/Individual Savings Plan. Pursuant
to Rule 457(h)(2), no separate filing fee is required with respect to such
interests.

(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement covers an indeterminate amount of
interests in the Plantronics, Inc. Basic Deferred Compensation Plan. Pursuant
to Rule 457(h)(2), no separate filing fee is required with respect to such
interests.

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PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INFORMATION INCORPORATED BY REFERENCE.

The following documents and information heretofore filed with the
Securities and Exchange Commission are hereby incorporated by reference into
this Post-Effective Amendment No. 1 to the Registration Statement:

ITEM 3(a)

The Registrant's Annual Report on Form 10-K for the fiscal
year ended March 30, 1996, filed on June 27, 1996 pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").

ITEM 3(b)

The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 29, 1996, filed on August 14, 1996, as
amended by Amendment No. 1 to such Quarterly Report on Form 10-Q/A,
filed on August 28, 1996 pursuant to Section 13 of the Exchange Act.

The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 28, 1996, filed on November 11, 1996
pursuant to Section 13 of the Exchange Act.

The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended December 28, 1996, filed on February 6, 1997
pursuant to Section 13 of the Exchange Act.

ITEM 3(c)

The description of the Company's Common Stock as set forth in
the Company's Registration Statement on Form S-1, Reg. No. 33-70744,
filed on October 20, 1993, as amended by Amendment No. 1, filed on
November 30, 1993, Amendment No. 2, filed on December 27, 1993, and
Amendment No. 3, filed on January 18, 1994.

Item 1 of the Registrant's Registration Statement on Form 8-A,
filed on December 20, 1993, as amended by Amendment No. 1 to such
Registration Statement on Form 8-A/A, filed on January 14, 1994
pursuant to Section 12 of the Exchange Act.

All documents subsequently filed by the Registrant or by the
Registrant's Annual Profit Sharing/Individual Savings Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.

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ITEM 8. EXHIBITS.

Exhibit
Number Document
------ --------------------------------------------------------------

4.1* Plantronics, Inc. Annual Profit Sharing/Individual Savings
Plan.

4.2* Amendment Number One to the Plantronics, Inc. Annual Profit
Sharing/Individual Savings Plan.

4.3* Trust Agreement Establishing the Plantronics, Inc. Annual
Profit Sharing/Individual Savings Plan Trust.

4.4 Resolutions of the Board of Directors of Plantronics, Inc.
Concerning Executive Stock Purchase Plan.

4.5 Plantronics, Inc. Basic Deferred Compensation Plan, as
amended August 8, 1996.

4.6 Trust Agreement Under the Plantronics, Inc. Basic Deferred
Compensation Plan.

4.7 Plantronics, Inc. Bsaic Deferred Compensation Plan
Participant Election.

24.1* Consent of Independent Accountants.

24.2* Consent of Counsel.

24.3 Consent of Independent Accountants to Amendment No. 1.

25.1 Power of Attorney (see page 6 of Registration Statement on
Form S-8, Reg. No. 333-19351, filed on January 7, 1997).
______________

* Previously filed.

ITEM 9.UNDERTAKINGS

A. The undersigned Registrant and Plan hereby undertake:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

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B. The undersigned Registrant and Plans hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, and each filing of the annual reports of the Plantronics, Inc.
Annual Profit Sharing/Individual Savings Plan and the Plantronics, Inc. Basic
Deferred Compensation Plan pursuant to Section 15(d) of the Exchange Act, that
are incorporated by reference in the Registration Statement, shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

D. Pursuant to Item 8(b) of Form S-8, the Registrant undertakes that it will
submit or has submitted the Plantronics, Inc. Annual Profit Sharing/Individual
Savings Plan and any amendment thereto to the Internal Revenue Service ("IRS")
in a timely manner and has made or will make all changes required by the IRS in
order to qualify the Plan under Section 401 of the Internal Revenue Code of
1986, as amended.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant,
Plantronics, Inc., a corporation organized and existing under the laws of the
State of Delaware, certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Cruz, State of California, on March 25,
1997.

PLANTRONICS, INC.

By: /s/ Mark Nelson
-------------------------------
Mark Nelson,
Corporate Controller and
Acting Chief Financial Officer

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature Title Date
--------- ----- ----

/s/ Robert S. Cecil* Chairman of the Board, Chief March 25, 1997
- ----------------------------- Executive Officer, and President
(Robert S. Cecil) (Principal Executive Officer)

/s/ Mark Nelson Corporate Controller and Acting March 25, 1997
- ----------------------------- Chief Financial Officer (Principal
(Mark Nelson) Financial Officer and Principal
Accounting Officer)

/s/ Richard D. Banziger* Director March 25, 1997
- ---------------------------
(Richard D. Banziger)

/s/ M. Saleem Muqaddam* Director March 25, 1997
- ----------------------
(M. Saleem Muqaddam)

/s/ John Mowbray O'Mara* Director March 25, 1997
- -----------------------
(John Mowbray O'Mara)

/s/ Trude C. Taylor* Director March 25, 1997
- ----------------------------
(Trude C. Taylor)

/s/ J. Sidney Webb* Director March 25, 1997
- ----------------------------
(J. Sidney Webb)

/s/ David A. Wegmann* Director March 25, 1997
- ----------------------------
(David A. Wegmann)

*By: /s/ John A. Knutson Vice President-Legal, March 25, 1997
- ----------------------------- Senior General Counsel
(John A. Knutson,) and Secretary
(Attorney-in-Fact)

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Pursuant to the requirements of the Securities Act, the Plan Committee
appointed by the Administrator of the Plantronics, Inc. Annual Profit
Sharing/Individual Savings Plan to administer the Plan, has caused this
Post-Effective Amendment No. 1 to the Registrant's Registration Statement on
Form S-8, Reg. No. 333-19351, originally filed on January 7, 1997, to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Santa Cruz, State of California, on March 25, 1997.

PLANTRONICS, INC. ANNUAL PROFIT SHARING/
INDIVIDUAL SAVINGS PLAN

By: /s/ John A. Knutson
-----------------------------------
John A. Knutson,
member of the Plan Committee

Pursuant to the requirements of the Securities Act, the Plan Committee
appointed by the Administrator of the Plantronics, Inc. Basic Deferred
Compensation Plan to administer the Plan, has caused this Post-Effective
Amendment No. 1 to the Registrant's Registration Statement on Form S-8, Reg.
No. 333-19351, originally filed on January 7, 1997, to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Santa Cruz, State
of California, on March 25, 1997.

PLANTRONICS, INC.
BASIC DEFERRED COMPENSATION PLAN

By: /s/ John A. Knutson
-----------------------------------
John A. Knutson,
member of the Plan Committee
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INDEX TO EXHIBITS

Exhibit
Number Document
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