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                                                                    EXHIBIT 10.5


                             AMENDMENT NO. 2 TO THE
                        PLANTRONICS, INC. 1993 STOCK PLAN


        The Plantronics, Inc. 1993 Stock Plan (the "Plan") is hereby amended
effective as of July 30, 1998, as follows:

        FIRST: Section 3 of the Plan is hereby amended in its entirety to read
as follows:

               "Stock Subject to the Plan. Subject to the provisions of Section
11 of the Plan, the maximum aggregate number of Shares that may be optioned and
sold under the Plan is 5,459,242 Shares. The 5,459,242 Share amount reflects (i)
the 1,589,621 Shares originally authorized, (ii) the 490,000 Share increase on
April 23, 1996 (reflected in Amendment No. 1 to the 1993 Stock Plan), (iii) the
2:1 stock split effected September 1, 1997 and (iv) the 1,300,000 share increase
approved by the Company's stockholders on July 30, 1998. The Shares may be
authorized, but unissued, or reacquired Common Stock, or both.

               If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated, become available for
future grant under the Plan. However, should the Company reacquire Shares which
were issued pursuant to the exercise of an Option, such Shares shall not become
available for future grant under the Plan."

        SECOND: In all other respects, the Plan is hereby ratified and
confirmed.