1
As filed with the Securities and Exchange Commission on November 18, 1998
Registration No. 33-81980
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1
(INCLUDING REGISTRATION OF SHARES FOR RESALE BY MEANS OF A FORM S-3 PROSPECTUS)
TO FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ORIGINALLY FILED ON JULY 26, 1994

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PLANTRONICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 77-0207692
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

345 ENCINAL STREET
SANTA CRUZ, CALIFORNIA 95060
(831) 426-5858
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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1993 STOCK PLAN
1993 DIRECTORS' STOCK OPTION PLAN
(FULL TITLES OF THE PLANS)

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ROBERT S. CECIL,
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
PLANTRONICS, INC.
345 ENCINAL STREET
SANTA CRUZ, CALIFORNIA 95060
(831) 426-5858
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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Copy to:

HENRY P. MASSEY, JR., ESQ.
ERIC JOHN FINSETH, ESQ.
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300

In reliance on Rule 457(h)(3) and on Interpretation 106 of the Division of
Corporation Finance's July 1997 Manual of Publicly Available Telephone
Interpretations, no Calculation of Registration Fee table
has been included.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-8 (Reg. No. 33-81980) is being filed pursuant to General
Instruction C to Form S-8 for the purpose of adding to such Registration
Statement a resale prospectus with respect to control securities previously
registered for issuance by the initial filing of such Registration Statement.

RESALE PROSPECTUS

PLANTRONICS, INC.

UP TO 639,422 SHARES OF COMMON STOCK

WHICH THE SELLING STOCKHOLDERS MAY RESELL UNDER THIS PROSPECTUS

The stockholders of Plantronics, Inc. listed below may offer and resell up
to 639,422 shares of Plantronics common stock under this prospectus, for their
own accounts. Plantronics will receive no proceeds from such sales.

Plantronics issued or will issue these shares to the selling stockholders
under Plantronics' 1993 Stock Plan.

The selling stockholders may offer their Plantronics common stock through
public or private transactions, at prevailing market prices or at privately
negotiated prices. Such future prices are not currently known.

Plantronics common stock is listed on the New York Stock Exchange under the
ticker symbol "PLT". On November 17, 1998, the last reported sale price on the
NYSE of one share of Plantronics common stock was $63 3/4.

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CONSIDER CAREFULLY THE RISK FACTORS
BEGINNING ON PAGE 3 IN THIS PROSPECTUS.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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The date of this prospectus is November 18, 1998

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TABLE OF CONTENTS

Plantronics' Address 2
Forward-Looking Statements 2
Risk Factors 3
Plantronics' Business 9
Selling Stockholders 11
Plan of Distribution 12
Information Incorporated by Reference 14
How to Get Information About Plantronics 15
Indemnification and the SEC's Position on Enforceability 15
Accounting Experts 16

PLANTRONICS' ADDRESS

Plantronics' principal executive offices are located at 345 Encinal Street,
Santa Cruz, California 95060. The telephone number at that location is (831)
426-5858.

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated herein by reference contain
forward-looking statements. Plantronics bases these statements on its current
expectations, estimates and projections about its industry. Either the beliefs
of management, or assumptions made by management, form the basis for those
expectations, estimates and projections. The safe harbor created by Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934 generally protects Plantronics and the selling stockholders from liability
for these statements. You can often recognize such forward-looking statements by
words such as "anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates," variations of such words, and similar expressions.

These forward-looking statements do not guarantee future performance and
are subject to risks, uncertainties and assumptions that are difficult to
predict. The Risk Factors section immediately following this paragraph sets
forth some of such risks and uncertainties. The documents incorporated by
reference may also set forth risks and uncertainties. These risks and
uncertainties could cause actual results to differ materially and adversely from
those discussed in the forward-looking statements. Plantronics undertakes no
obligation to publicly update any of these forward-looking statements to reflect
new information or future events.

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RISK FACTORS

You should carefully consider the risks described below. The business,
financial condition and results of operations of Plantronics could be materially
adversely affected if any of the risks occur. If the risks occur, the trading
price of Plantronics stock could decline and you could lose all or part of your
investment.

BACKGROUND:

In reading these risk factors, you may find it helpful to first review the
Plantronics' Business section starting on page 9 of this prospectus.

COMPETITION:

COMPETITIVE PRESSURE:

Plantronics faces vigorous competition. Plantronics' two largest competitors in
the call center market segment, GN Netcom and ACS Wireless, Inc., recently
merged to form a single company. The effects of that merger cannot yet be
determined. However, such effects could include increased price competition,
which could adversely impact Plantronics' gross margins.

Plantronics competes primarily on the basis of technology, performance, price,
quality, reliability, distribution, customer service and support. To meet
competition and make or increase sales, Plantronics may have to invest more
heavily in new technologies, reduce its prices or increase the services and
support it provides. Reductions in prices or increases in the costs of making
and supporting its products could reduce the margins that Plantronics makes.
This reduction in margins could, in turn, cause a reduction in net earnings and
a resulting decline in the market price of Plantronics stock.

POTENTIAL NEW COMPETITORS:

Plantronics anticipates that it will face additional competition from companies
that currently do not offer communications headsets. This is particularly true
in the business, home office, wireless telephone and computer market segments.
These new competitors may be larger, offer broader product lines and have
substantially greater financial and other resources than Plantronics. To compete
successfully with such new competitors, Plantronics could have to reduce prices
and offer new technologies and increased support. Those efforts to meet
competition could negatively affect margins and earnings and result in
reductions in the market price of Plantronics stock.

NEED TO SUCCESSFULLY DEVELOP NEW PRODUCTS AND MARKETS:

MEETING CONSUMER NEEDS:

Historically, most sales have been made through independent distributors to call
center users. While that segment of the market is still the most significant
part of its business, Plantronics believes that the business, home office,
mobile and computer headset market segments offer substantial growth potential.
To be successful in those segments, Plantronics must be able to develop new
products that meet the needs of consumers. Although Plantronics has attempted to
determine the specific needs of consumers in these new market segments, there is
no assurance that Plantronics' present and future products will be accepted. If
the products are not accepted by consumers, Plantronics may not achieve the
revenue growth needed to cover the costs of developing, manufacturing and
selling the products. Plantronics could also be left with inventories of
obsolete and excess products. Earnings could be reduced and there could be a
loss in the value of Plantronics stock.

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DEMAND OF CHANGING TECHNOLOGIES:

The technology of telephone headsets has traditionally evolved slowly. Products
have generally had life cycles of three to five years before introduction of the
next generation of products. Next generation products usually included stylistic
changes and quality improvements, but were based on similar technologies.
Plantronics believes that future changes in technology will come at a faster
pace. This is particularly true in headsets for use in the business, home
office, mobile and computer market segments. The development of new technologies
requires increased spending for research and development. Those increased
expenses may reduce the profit to Plantronics and adversely impact earnings and
stock price.

RISKS RELATED TO GROSS PROFIT:

RELIANCE UPON SUPPLIERS:

Plantronics buys components and subassemblies from a variety of suppliers. Those
components and subassemblies are then assembled by Plantronics into the finished
products it sells. The cost, quality, and availability of such components are
essential to the successful production of Plantronics' communications products.

o There is always the risk that prices of components and subassemblies
will rise and that those cost increases cannot be reflected in sales
price increases in the finished products of Plantronics. If costs rise
faster than sales prices, gross margins would fall and operating
results would be affected.

o Most components and subassemblies are obtained, or are reasonably
available, from numerous sources. However, certain subassemblies and
components are currently obtained only from single suppliers and
alternate sources are not readily available. To date, Plantronics has
experienced only minor interruptions in the supply of these components
and subassemblies, none of which has adversely affected its
operations. However, an interruption in supply from any of
Plantronics' single source suppliers in the future could adversely
affect operations and financial results:

o If the single-source materials could not be obtained, Plantronics
would not be able to manufacture the affected products. The
inability to meet customer orders would have a negative impact on
revenue and earnings.

o If the inability to deliver continued over an extended period,
there could be a long-term impact to the competitive position of
Plantronics. Potential customers could turn to competitive
sources for the products.

o If alternate sources for the components and subassemblies could
be found, those sources could charge more for the materials. o
Higher prices for the materials would decrease gross margins and
net earnings if the selling price of the finished product is not
raised. If the selling price is increased to reflect the higher
costs of manufacture, there could be a loss in sales if the
higher prices discourage demand.

-4-

o Plantronics does not have supply contracts with most of its suppliers.
Plantronics buys most components and subassemblies on a purchase order
basis. Therefore, there is no contractual requirement that obligates
those suppliers to continue to provide components and subassemblies to
Plantronics. Deliveries to Plantronics could be affected if those
suppliers were to experience increased demand or shortages in their
supply. Until alternate sources of the components and subassemblies
are developed, Plantronics would be unable to manufacture and sell the
products which are dependent on those components and subassemblies.
This would reduce revenues and earnings. Also, the alternate sources
of supply could charge higher prices, having a potential impact on
gross margins and earnings.

NEED TO MATCH PRODUCTION TO DEMAND:

Historically, Plantronics has seen steady increases in customer demand for its
products and has generally been able to increase production to meet that demand.
However, the demand for Plantronics' products is dependent on many factors and
such demand is inherently difficult to forecast.

o If demand increases beyond that forecasted, Plantronics would have to
work to rapidly increase its production of the products. Because
Plantronics is dependent upon suppliers providing additional volumes
of components and subassemblies, there is no certainty that production
could be increased rapidly enough to meet unforecasted demand. Failure
to meet demand could result in the inability to meet customer
expectations and adversely affect Plantronics' operations and
operating results.

o Rapid increases in production levels to meet unanticipated demand
could result in higher costs for the necessary components and
subassemblies and higher costs of production in the form of overtime
and other expenses. Those higher expenditures could negatively affect
gross margins. Further, if production is increased rapidly, there may
be decreased manufacturing yields, again affecting gross margins.

o If forecasted demand does not develop, Plantronics would have excess
production. Excess production would result in the holding of higher
inventories of finished goods or components. While held on the books,
those high inventories would negatively affect earnings. If it were
unable to sell these inventories, Plantronics would have to write off
some or all of its inventories of obsolete products and unusable
components and subassemblies. Such write-offs would have a negative
impact on earnings.

DIFFERENCES IN PRODUCT MIX:

Different products sold by Plantronics have different gross profit margins.
Therefore, the gross profit percentage in any period depends on the mix of
products sold in the period. Meeting the needs of purchasers in the future may
cause the product mix to change and the gross profit percentage to fluctuate.
This could affect Plantronics' operating results.

VOLUME SALES:

Plantronics may charge a lower price on certain products to high volume
purchasers to reflect the economies of scale in such large sales and to meet
competition for those accounts. The lower price on the high volume sales results
in a lower gross profit to Plantronics, which could adversely impact earnings.

-5-

IMPORTANCE OF PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS:

Plantronics' success will depend in part on its ability to obtain patents and
preserve other intellectual property rights covering the design and operation of
its products. Plantronics currently holds certain patents and intends to
continue to seek patents on its inventions when appropriate. The process of
seeking patent protection can be lengthy and expensive. The costs of these
patents, which Plantronics believes are important to its business, negatively
impact earnings.

There can be no assurance that patents will issue from currently pending or
future applications. There also can be no assurance that Plantronics' existing
patents or any new patents issued will be of sufficient scope or strength or
provide meaningful protection or any commercial advantage.

Plantronics may be subjected to, or may initiate, litigation or patent office
interference proceedings, which may require significant financial and management
resources. The failure to obtain necessary licenses or other rights or the
advent of litigation arising out of any such claims could have a material
adverse effect on Plantronics' operations.

RISK ASSOCIATED WITH FOREIGN OPERATIONS AND SALES:

Approximately 30.7% of Plantronics' net sales in fiscal 1998 were derived from
customers outside the United States. In addition, Plantronics conducts
substantially all of its headset assembly operations in its Mexican
manufacturing facility and obtains most of the components of its products from
various foreign suppliers. Offshore operations are subject to certain inherent
risks. There can be no assurance that the inherent risks of offshore operations,
particularly in Mexico, will not adversely affect Plantronics' business,
operating results and financial condition in the future. The types of risks
faced in connection with foreign operations and sales include.

GEOGRAPHIC RISK:

Given the distances, there may be geographic limitations on management controls
and reporting. There may also be delays in transportation of components and
subassemblies and finished products.

o It is inherently more difficult to manage foreign operations due to
the distances and time differences. Those problems could adversely
impact the conduct of business and decrease earnings.

o There may be delays in obtaining necessary components and
subassemblies due to the time required to transport the materials and
the increased potential for problems in transportation. Such delays
could impact manufacture of Plantronics products. Delays in
manufacturing could cause losses in revenues from lost sales. If, due
to the delays, Plantronics must turn to alternate sources for the
materials, the costs of the materials could be higher. This would
decrease gross margins if prices are not increased to reflect the
higher costs. Alternatively, if prices were increased, Plantronics
could lose sales if demand decreased due to the higher prices.

o Delays in transportation of finished products may prevent timely
supply of Plantronics products to foreign customers. This could reduce
revenues.

-6-

POLITICAL RISK:

There may be changes in governmental policies, import/export regulations, taxes
and tariffs.

o Changes in governmental policies may affect the ability to obtain
critical components and subassemblies or to ship finished products
into the foreign markets.

o Foreign governments could restrict the export of components
and/or subassemblies critical to the manufacturing of Plantronics
products. This would have an adverse impact on revenues if there
was a resulting inability to manufacture. There would be adverse
effects upon gross margins if Plantronics had to qualify and use
higher cost alternate sources for the components and
subassemblies.

o Foreign governments may also place restrictions on the import of
Plantronics products or require technical modifications to the
products as a requirement selling them within the foreign
country. Revenues would be adversely impacted if Plantronics
cannot sell products into the foreign country. If Plantronics
must modify its products to make sales in the country, its costs
of manufacturing may increase. If the price cannot be increased
to reflect those costs, margins would be impacted. If prices are
increased to reflect any added costs of compliance, revenues
could be impacted if the higher prices discourage demand.

o Increased taxes could increase the cost of components and
subassemblies, reducing margins and earnings. Similarly, increased
taxes charged to purchasers could reduce demand for Plantronics'
products. This reduced demand could reduce revenue.

o Higher tariffs in the import of products into foreign countries could
adversely affect revenues. Higher tariffs raise the cost of
Plantronics products to purchasers in those countries. Those increased
costs to purchasers could reduce demand for Plantronics products and,
in certain cases, make Plantronics' products non-competitive to other
similar products.

o Changes in import/export regulations could result in delays in
obtaining components and subassemblies. This could prevent Plantronics
from timely manufacture of its products, decreasing revenues. Delays
in obtaining components and subassemblies could require Plantronics to
turn to alternate sources, which may increase the costs of
manufacture.

o Delays in the importation of Plantronics products into the foreign
country can impact revenues. Purchasers may turn to other sources if
they cannot obtain Plantronics products in a timely manner. If there
are significant delays due to changed import/export regulations,
Plantronics may have to provide price reductions or extend payment
terms to its distributors to reflect their increased costs. Those
price reductions or extended payment terms could adversely impact
earnings.

-7-

CURRENCY RISK:

There may be fluctuations in currency exchange rates. Fluctuations in exchange
rates creates risk to Plantronics in both the sale of its products and its
purchase of supplies. To date, Plantronics has not been adversely affected by
fluctuating currencies. Plantronics does not currently engage in any hedging
activities to mitigate exchange rate risks. This strategy will require review
and Plantronics may experience greater exposure to currency fluctuations as a
result of its increasing international activities. To the extent that
Plantronics is successful in increasing its sales to foreign customers, or to
the extent that Plantronics increases its transactions in foreign currencies,
Plantronics' results of operations could be adversely affected by exchange rate
fluctuations.

Plantronics sells its products internationally in both US dollars and local
foreign currencies. Transactions conducted in US dollars are subject to foreign
exchange risk when declines in the value of local currencies relative to the US
dollar result in less competitive pricing for Plantronics' product. In
transactions conducted in local foreign currencies, a decline in the value of
the foreign currency can result in less revenue if Plantronics is unable to
increase prices.

Transactions with Plantronics' suppliers are conducted principally in US
dollars. Declines in the value of local currencies in countries from which
Plantronics purchases components and subassemblies generally result in lower
prices for such materials. However, to the extent that the currency exchange
rates reflect the underlying economic health of such foreign economies, there is
the risk over the longer term that such foreign suppliers may not continue in
business. Substantial increases in the values of local currencies relative to
the United States dollar could adversely affect Plantronics by causing suppliers
to increase the cost of their products. In this event, Plantronics would have to
either pass these cost increases on through higher prices to its customers,
possibly making its products less competitive, or accept lower margins.

RISKS ASSOCIATED WITH THE YEAR 2000:

Plantronics is undertaking efforts to ensure that its business systems and those
of its suppliers and customers are compliant with the requirements of the Year
2000. There is, however, no assurance that such efforts will successfully ensure
against disruptions caused by the arrival of the new millennium. The Year 2000
problem is potentially very wide spread and it is not possible to determine all
the potential risks that Plantronics may face. Some of the possible consequences
to Plantronics by reason of it or its business partners not being fully Year
2000 compliant include:

o The temporary closing of some portion or all of the manufacturing
plant if critical business systems or manufacturing systems fail or
local utilities suppliers are unable to supply needed power and water.

o Delays in the delivery of finished products to customers if there are
manufacturing delays, inability of carriers to transport the products,
or inability of government agencies to process the export and import
of the products from the manufacturing facility to the final
destination.

o Delays in the receipt of key ingredients due to supplier problems or
problems with carriers or the import/export processes. Those delays
could, in turn, delay production of Plantronics products and/or result
in having to turn to higher priced alternative sources.

o Delays or errors in the purchase orders by which customers order
products, resulting in loss of or delays in recognition of revenues.

-8-

o Delays or errors in invoicing to customers, resulting in delays in
collection or potential losses of revenues.

These consequences could have a material adverse impact on Plantronics' results
of operations, financial condition and cash flows.

DEPENDENCE UPON SENIOR MANAGEMENT:

Plantronics believes that it has benefited substantially from the leadership of
Robert S. Cecil, the Chairman of the Board and Chief Executive Officer of
Plantronics, and the other current members of senior management, and that the
loss of their services could have a material adverse effect on Plantronics'
business and future operations. Although Plantronics has an employment agreement
with Mr. Cecil, such agreement permits him to voluntarily terminate his
employment at any time. In addition, although Mr. Cecil's agreement contains a
five-year non-compete covenant which takes effect upon termination of his
employment, such covenants are generally not enforceable under California law.

On November 11, 1998, Plantronics announced that S. Kenneth Kannappan, President
and Chief Operating Officer, will be promoted to Chief Executive Officer and
President effective January 4, 1999. Mr. Cecil will continue to serve actively
as Chairman of the Board of Directors.

CONCLUSION

Because of the foregoing factors, as well as other variables affecting or which
could affect Plantronics' operating results, past financial performance should
not be considered a reliable indicator of future performance. Investors should
not rely upon historical trends to anticipate results or trends in future
periods.

PLANTRONICS' BUSINESS

HEADSETS:

The primary business of Plantronics is the manufacture and sale of lightweight
communications headsets. Headsets generally consist of a headset "top" worn on
the head or ear and an amplifier "bottom" that connects to the telephone,
computer or call distribution system. Many telephones and call distribution
systems are now being equipped with headset ports, into which the headset top
can be directly plugged. Headsets used with computers and other devices may also
plug directly into the computer sound card or other audio input.

HANDSETS:

Plantronics, through its Walker Equipment Division, also manufactures and sells
communications handsets. The Walker handsets are principally used as original
and replacement handsets for pay telephones, elevator phones, and other non-home
telephones. Noise-canceling handsets are manufactured and sold for use with
telephones, computers and other products in high-noise environments. Specialized
handsets for use in testing telephone lines and equipment are also manufactured
and sold under the Walker label. Additionally, the Walker Equipment Division
sells specialty telephones and telephone handsets for use by the
hearing-impaired.

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THE MARKET SEGMENTS:

Plantronics' headset products are used worldwide by users in large and small
call centers. The users include telemarketing personnel, reservation agents,
customer support personnel, and telephone operators. Call centers range in size
from very small technical support groups to very large organizations with
literally thousands of users. Call center personnel are on the telephone
constantly and a headset is generally thought of as a required piece of
equipment. Plantronics estimates that the call center segment, including both
large and small call centers, accounts for the majority of Plantronics sales
today.

Plantronics also sells headsets for users in the business and home office user
market segments. People who use headsets in these segments are those whose
occupations may require intensive (but not constant) use of a telephone.

Headsets are also used with mobile and cellular telephones, for both business
and personal use.

Finally, headsets can be connected to computers for such applications as
multimedia programs, voice recognition programs, computer games and computer
telephony.

The handset products offered by the Walker Equipment division are used in many
different public telephone settings and as specialty replacement handsets for
home and business telephones. The Walker Equipment telephones and handsets for
the hearing- impaired are sold both for home and business users who benefit from
the special assistance that the Walker Equipment products provide.

DISTRIBUTION:

Plantronics sells its products principally through a worldwide network of
independent distributors. Those distributors resell the headsets and handsets to
dealers, government purchasers, or end-users. Products are also sold by
Plantronics to retailers such as office supply and consumer electronics stores,
mail order catalogs, warehouse clubs and office supply distributors. In
addition, Plantronics manufactures products under private labels for other
companies, who then sell the products under their own names. Finally,
Plantronics sells directly to certain large users, such as telephone operating
companies and other companies that employ a large number of people in
telephone-intensive jobs.

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SELLING STOCKHOLDERS

The selling stockholders acquired, or will acquire, beneficial ownership of
all the shares listed below through stock options granted under Plantronics'
1993 Stock Plan. The following table shows, in each case as of November 17,
1998:

o the name of each selling stockholder,

o how many shares the selling stockholder beneficially owns,

o how many shares the selling stockholder can resell under this
prospectus, and

o assuming a selling stockholder sells all shares listed next to his or
her name, how many shares the selling stockholder will beneficially
own after completion of the offering.

Plantronics may amend or supplement this prospectus from time to time in
the future to update or change this list of selling stockholders and shares
which may be resold.

SHARES WHICH MAY BENEFICIAL OWNERSHIP AFTER OFFERING
SHARES BENEFICIALLY BE SOLD UNDER
SELLING STOCKHOLDER OWNED(1) THIS PROSPECTUS SHARES PERCENTAGE
- -------------------------------- ----------------------- ---------------------- ---------------------- ----------------------

Robert S. Cecil (2) 1,278,844 (3) 639,422 639,422 (4) 3.6% (5)

- ----------------------

(1) Plantronics has calculated the number and percentage of shares each selling
stockholder "beneficially owns" in accordance with Rule 13d-3 under the
Exchange Act. Beneficial ownership as defined in Rule 13d-3 does not
necessarily indicate beneficial ownership for any other purpose. Under Rule
13d-3, a person beneficially owns all shares as to which they have either
sole or shared voting power or sole or shared investment power, as well as
all shares which they have the right to acquire within 60 days of the
calculation date by exercising any stock option or other right. Since the
list above speaks as of November 17, 1998, beneficial ownership therefore
includes all shares which the selling stockholder has the right to acquire
within 60 days of November 17, 1998 (i.e. on or before January 16, 1999).

(2) As of the date of this prospectus, the selling stockholder serves as the
Chairman of the Board of Directors and Chief Executive Officer of
Plantronics. Until March 1998, the selling stockholder additionally served
as the President of Plantronics. On November 11, 1998, Plantronics
announced that S. Kenneth Kannappan, President and Chief Operating Officer,
will be promoted to Chief Executive Officer and President effective January
4, 1999. The selling stockholder will continue to serve actively as
Chairman of the Board of Directors.

(3) The listed number includes 639,422 shares which the selling stockholder may
acquire, and 639,422 additional shares which the spouse of the selling
stockholder may acquire, by exercising options which are or which become
exercisable within 60 days of November 17, 1998.

(4) The listed number includes 639,422 shares which the spouse of the selling
stockholder may acquire by exercising options which are or which become
exercisable within 60 days of November 17, 1998.

(5) Based on a total of 16,489,049 shares outstanding as of November 17, 1998,
and assumes the exercise of all options to purchase Plantronics common
stock held by the selling stockholder and/or his spouse which are or which
become exercisable within 60 days of November 17, 1998.

-11

PLAN OF DISTRIBUTION

RESALES BY SELLING STOCKHOLDERS:

Plantronics is registering the resale of the shares on behalf of the
selling stockholders. The selling stockholders may offer and resell the shares
from time to time, either in increments or in a single transaction. They may
also decide not to sell all the shares they are allowed to resell under this
prospectus. The selling stockholders will act independently of Plantronics in
making decisions with respect to the timing, manner and size of each sale.

DONEES AND PLEDGEES:

The term "selling stockholders" includes donees, i.e. persons who receive
shares from a selling stockholder after the date of this prospectus by gift. The
term also includes pledgees, i.e. persons who, upon contractual default by a
selling stockholder, may seize shares which the selling stockholder pledged to
such person. If a selling stockholder notifies Plantronics that a donee or
pledgee intends to sell more than 500 shares, Plantronics will file a supplement
to this prospectus.

COSTS AND COMMISSIONS:

Plantronics will pay all costs, expenses and fees in connection with the
registration of the shares. The selling stockholders will pay all brokerage
commissions and similar selling expenses, if any, attributable to the sale of
shares.

TYPES OF SALE TRANSACTIONS:

The selling stockholders may sell the shares in one or more types of
transactions (which may include block transactions):

o on the NYSE,

o in the over-the-counter market,

o in negotiated transactions, or

o any combination of such methods of sale.

The shares may be sold at market prices prevailing at the time of sale, or
at negotiated prices. Such transactions may or may not involve brokers or
dealers. The selling stockholders have informed Plantronics that they have not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding sale of the shares. They have also
informed Plantronics no one is acting as underwriter or coordinating broker in
connection with the proposed sale of shares.

SALES TO OR THROUGH BROKER-DEALERS:

The selling stockholders may conduct such transactions either by selling
shares directly to purchasers, or by selling shares to, or through,
broker-dealers. Such broker-dealers may act either as an agent of a selling
stockholder, or as a principal for the broker-dealer's own account. Such
broker-dealers may receive compensation in the form of discounts, concessions,
or commissions from the selling stockholders and/or the

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purchasers of shares. This compensation may be received both if the
broker-dealer acts as an agent or as a principal. This compensation might also
exceed customary commissions.

DEEMED UNDERWRITING COMPENSATION:

The selling stockholders and any broker-dealers that act in connection with
the sale of shares might be deemed to be "underwriters" within the meaning of
Section 2(a)(11) of the Securities Act. Any commissions received by such
broker-dealers, and any profit on the resale of shares sold by them while acting
as principals, could be deemed to be underwriting discounts or commissions under
the Securities Act.

INDEMNIFICATION:

Plantronics has agreed to indemnify each selling stockholder against
certain liabilities, including liabilities arising under the Securities Act. The
selling stockholders may agree to indemnify any agent, dealer or broker-dealer
that participates in transactions involving sales of shares against certain
liabilities, including liabilities arising under the Securities Act.

PROSPECTUS DELIVERY REQUIREMENTS:

Because they may be deemed underwriters, the selling stockholders must
deliver this prospectus and any supplements to this prospectus in the manner
required by the Securities Act. This might include delivery through the
facilities of the NYSE in accordance with Rule 153 under the Securities Act.
Plantronics has informed the selling stockholders that their sales in the market
may be subject to the antimanipulative provisions of Regulation M under the
Exchange Act.

STATE REQUIREMENTS:

Some states require that any shares sold in that state only be sold through
registered or licensed brokers or dealers. In addition, some states require that
the shares have been registered or qualified for sale in that state, or that
there exist an exemption from the registration or qualification requirement and
that the exemption has been complied with.

SALES UNDER RULE 144:

Selling stockholders may also resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act. To do
so, they must meet the criteria and conform to the requirements of Rule 144.

DISTRIBUTION ARRANGEMENTS WITH BROKER-DEALERS:

If a selling stockholder notifies Plantronics that any material arrangement
has been entered into with a broker-dealer for the sale of shares through

o a block trade,

o special offering,

o exchange distribution or secondary distribution, or

o a purchase by a broker or dealer,

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then Plantronics will file, if required, a supplement to this prospectus under
Rule 424(b) under the Securities Act.

The supplement will disclose:

o the name of each such selling stockholder and of the participating
broker-dealer(s),

o the number of shares involved,

o the price at which such shares were sold,

o the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,

o that such broker-dealer(s) did not conduct any investigation to verify
the information in this prospectus, and

o any other facts material to the transaction.

INFORMATION INCORPORATED BY REFERENCE

This prospectus incorporates by reference the following documents and
information, all of which Plantronics has filed in the past with the SEC:

o Plantronics' Annual Report on Form 10-K for the fiscal year ended
March 28, 1998, filed on June 24, 1998.

o Plantronics' Quarterly Report on Form 10-Q for the quarterly period
ended June 27, 1998, filed on August 6, 1998.

o Plantronics' Quarterly Report on Form 10-Q for the quarterly period
ended September 26, 1998, filed on November 10, 1998.

o The description of Plantronics' common stock set forth in Plantronics'
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.

o Item 1 of Plantronics' Registration Statement on Form 8-A, filed on
December 20, 1993, as amended on January 14, 1994 and November 7,
1997.

Unless Plantronics has filed a post-effective amendment to the registration
statement under the Securities Act which contains this prospectus indicating
that all of the shares have been sold or which deregisters all shares then
remaining unsold, all documents which Plantronics subsequently files under
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference in this prospectus and to be part of this prospectus
from the date of filing of such documents.

Plantronics will provide without charge to each person to whom a copy of
this prospectus is delivered, upon written or oral request, a copy of the
information that has been or may be incorporated by reference in this

-14-

prospectus, other than exhibits to such documents. Direct any request for such
copies to John A. Knutson, Vice President--Legal, Senior General Counsel and
Secretary, Plantronics, Inc., 345 Encinal Street, Santa Cruz, California 95060,
Tel: (831) 426-5858.

HOW TO GET INFORMATION ABOUT PLANTRONICS

Plantronics is subject to the informational requirements of the Exchange
Act and therefore files reports, proxy and information statements and other
information with the SEC. You can inspect many of such reports, proxy and
information statements and other information on the SEC's internet website at
http://www.sec.gov.

You can also inspect and copy such reports, proxy and information
statements and other information at the SEC's Public Reference Room, 450 Fifth
Street, N.W., Washington, D.C. 20549. You can obtain information on the
operation of the Public Reference Room by calling the SEC at tel:
1-800-SEC-0330. You can also inspect and copy such reports, proxy and
information statements and other information may also be inspected and copied at
the following Regional Offices of the SEC: New York Regional Office, Seven World
Trade Center, Suite 1300, New York, New York 10048; and Chicago Regional Office,
Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Plantronics' common stock is listed on the NYSE, and you can inspect such
reports, proxy and information statements and other information at the offices
of the NYSE, 20 Broad Street, New York, New York 10005.

This prospectus constitutes part of a registration statement on Form S-8
(Reg. No. 33-81980) filed by Plantronics with the SEC under the Securities Act
on July 26, 1994, amended on the date of this prospectus. This prospectus does
not contain all of the information set forth in the registration statement. For
further information with respect to Plantronics and the shares, you should refer
to the registration statement either at the SEC's website or at the addresses
set forth in the preceding paragraph. Statements in this prospectus concerning
any document filed as an exhibit to this prospectus are not necessarily
complete, and, in each instance, you should refer to the copy of such document
which has been filed as an exhibit to the registration statement. Each such
statement is qualified in its entirety by such reference.

No one is authorized to give any information or to make any representations
not contained in this prospectus in connection with any offering made by this
prospectus. If given or made, you must not rely on such information or
representations as having been authorized by Plantronics, any selling
stockholder or by any other person. This prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any security other than the shares
offered hereby. This prospectus also does not constitute an offer to sell or a
solicitation of an offer to buy any of the shares offered hereby to any person
in any jurisdiction in which it is unlawful to make such an offer or
solicitation. Neither delivery of this prospectus, nor any sale or offer to sell
shares hereunder, shall under any circumstances create any implication that
there has been no change in the affairs of Plantronics since the date of this
prospectus or that the information contained in this prospectus is correct as of
any time subsequent to the date of this prospectus.

INDEMNIFICATION AND THE SEC'S POSITION ON ENFORCEABILITY

Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers. This may under certain circumstances include indemnification for
liabilities arising under the Securities Act as well as for expenses incurred in
that regard. Article Nine of Plantronics' Certificate of Incorporation and
Article V of Plantronics' By-laws provide for indemnification of its directors,
officers, employees and other agents to the maximum extent permitted by the

-15-

Delaware General Corporation Law. Plantronics has also entered into
Indemnification Agreements with its officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling Plantronics
pursuant to the foregoing provisions, Plantronics has been informed that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.

ACCOUNTING EXPERTS

The financial statements incorporated in this prospectus by reference to
Plantronics' Annual Report on Form 10-K for the fiscal year ended March 28,
1998, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
PricewaterhouseCoopers as experts in auditing and accounting.

-16-

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

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

5.1* Opinion of Counsel as to Legality of Securities Being Registered.

10.1 Amended and Restated 1993 Stock Plan.

23.1 Consent of Independent Accountants.

- ---------------
* Previously filed.

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(a) (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.

(b) The undersigned registrant hereby undertakes 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 that is 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

-17-

a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

-18-

21
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 November 17,
1998.

PLANTRONICS, INC.

By: s\ Robert S. Cecil
-----------------------------
Robert S. Cecil,
Chairman of the Board and
Chief Executive 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 and Chief Executive November 17, 1998
- ------------------------------------- Officer (Principal Executive Officer)
Robert S. Cecil

s\ Barbara V. Scherer Senior Vice President--Finance & November 17, 1998
- ------------------------------------- Administration, and Chief Financial
Barbara V. Scherer Officer (Principal Financial Officer,
Principal Accounting Officer)

s\ Robert F.B. Logan Director November 17, 1998
- -------------------------------------
Robert F.B. Logan

s\ M. Saleem Muqaddam Director November 17, 1998
- -------------------------------------
M. Saleem Muqaddam

s\ John Mowbray O'Mara Director November 17, 1998
- -------------------------------------
John Mowbray O'Mara

s\ Trude C. Taylor Director November 17, 1998
- -------------------------------------
Trude C. Taylor

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Director November ___, 1998
- -------------------------------------
J. Sidney Webb

s\ David A. Wegmann Director November 17, 1998
- -------------------------------------
David A. Wegmann

-20-

INDEX TO EXHIBITS

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

5.1* Opinion of Counsel as to Legality of Securities Being Registered.

10.1 Amended and Restated 1993 Stock Plan.

23.1 Consent of Independent Accountants.

- ---------------
* Previously filed.