<PAGE>   1
   As filed with the Securities and Exchange Commission on October 25, 1996.

                                                Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             -----------------------

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

         DELAWARE                                          77-0207692 
         (STATE OF INCORPORATION)           (I.R.S. EMPLOYER IDENTIFICATION NO.)

                               337 ENCINAL STREET
                          SANTA CRUZ, CALIFORNIA 95060
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                             -----------------------

                                 1993 STOCK PLAN
                         1993 DIRECTOR STOCK OPTION PLAN
                        1996 EMPLOYEE STOCK PURCHASE 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)
                             -----------------------

                                   Copies to:
                           Henry P. Massey, Jr., Esq.
                             David C. Drummond, Esq.
                             Eric John Finseth, Esq.
                             Bradley A. Bugdanowitz
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                  415-493-9300


<PAGE>   2
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                             Proposed            Proposed
  Title of              Maximum               Maximum             Maximum
 Securities              Amount               Offering            Aggregate      Amount of
    to be                to be                Price Per           Offering      Registration
 Registered            Registered               Share               Price            Fee
----------------------------------------------------------------------------------------------
<S>                  <C>                     <C>             <C>                  <C>         
Common Stock,
$.01 par value           383 shares(1)       $36.57            $    14,006.31             --

Common Stock,
$.01 par value       519,617 shares(2)       $39.68(3)          $20,618,402.56             --                     
                     -------                 ---------          --------------      ---------
   TOTAL .....       520,000 shares                 --          $20,632,408.87      $6,252.25
</TABLE>



(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken down
into two sub-totals, indicated by footnotes (1) and (2), respectively. This
sub-total indicated by footnote (1) represents an estimated 383 shares issuable
upon exercise of options under the 1996 Employee Stock Purchase Plan (the
"Purchase Plan") at the end of the Purchase Plan's six-month "offering period"
commencing September 1, 1996. Based on currently anticipated employee payroll
deductions toward purchases under the Purchase Plan for such offering period,
and based on an exercise price of $36.57 applicable to purchases made at the end
of such offering period, the Registrant estimates that approximately 383 shares
of its Common Stock will be purchased pursuant to the Purchase Plan at the end
of such offering period. Purchases in subsequent six-month offering periods
under the Purchase Plan are not known.

(2) This subtotal represents the sum of: (i) shares issuable upon exercise of
options that have not yet been granted with respect to the additional 490,000
shares and 10,000 shares which have become issuable, pursuant to Board of
Directors and stockholder approval, under the 1993 Stock Plan (the "Stock Plan")
and the 1993 Director Stock Option Plan (the "Director Plan"), respectively, and
(ii) 19,617 shares that are anticipated to be issuable upon the exercise of
options to be granted in future offering periods under the Purchase Plan. The
total number of shares reserved for issuance under the Purchase Plan is 20,000,
of which the Registrant anticipates that 383 shares of Common Stock will be
issuable upon the exercise of options with respect to the first offering period
under the Purchase Plan.

(3) Estimated in accordance with Rule 457(h) 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 prices of the Common Stock as reported on the
New York Stock Exchange on October 18, 1996 was $39.75. Because option exercises
under the Purchase Plan will be at a price equal to 95% of the market trading
price at the beginning of the applicable offering period under the Purchase
Plan, the $39.68 estimated Proposed Maximum Offering Price Per Share has been
calculated as a weighted average of the 500,000 additional shares issuable under
the Stock Plan and Director Plan (exercisable at 100% of fair market value on
the date of grant) and the 19,617 shares anticipated to be issuable under the
Purchase Plan with respect to future offering periods (exercisable at 95% of
fair market value at the beginning of the offering period).

                                        2

<PAGE>   3

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:

         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 Number 1 to such Quarterly Report on Form 10-Q/A,
         filed on August 28, 1996 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, Registration Number
         33-70744, filed on October 20, 1993, as amended by Amendment Number 1,
         filed on November 30, 1993, Amendment Number 2, filed on December 27,
         1993, and Amendment Number 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 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.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

                                        3
<PAGE>   4

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         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 in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act"). Article Nine of the Registrant's Certificate of Incorporation and Article
V of the Registrant's By-laws provide for indemnification of its directors,
officers, employees and other agents to the maximum extent permitted by the
Delaware General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors. Reference is also
made to certain Underwriting Agreements (Exhibits 1.1 and 1.2 to the Company's
Registration Statement No. 33-70744 on Form S-1), which provide for the
indemnification of officers, directors and controlling persons of the Registrant
against certain liabilities. A registration rights agreement entered into by the
Registrant and certain holders (the "Holders") of its Common Stock (including
certain of the Selling Stockholders), provides for cross-indemnification of the
Holders and the Registrant, its officers and directors for certain liabilities
arising under the Securities Act or otherwise.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8. EXHIBITS.

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

         4.1(1)  1993 Stock Plan.

         4.2     Amendment effective as of April 23, 1996 to the 1993 Stock 
                 Plan.

         4.3(2)  1993 Director Stock Option Plan.

         4.4     Amendment effective as of April 23, 1996 to the 1993 Director
                 Stock Option Plan.

         4.5     1996 Employee Stock Purchase Plan.

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

        24.1     Consent of Independent Accountants (see page 8).

        24.2     Consent of Counsel (contained in Exhibit 5.1 hereto).

        25.1     Power of Attorney (see page 6).
--------------------

(1) Exhibit No. 4.1 is incorporated by reference to Exhibit 10.1 filed with the
Registrant's Registration Statement on Form S-1, No. 33-70744.

(2) Exhibit No. 4.3 is incorporated by reference to Exhibit 10.29 filed with the
Registrant's Registration Statement on Form S-1, No. 33-70744.


                                        4
<PAGE>   5

ITEM 9. UNDERTAKINGS

         A. The undersigned Registrant hereby undertakes:

                  (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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 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.

                                        5
<PAGE>   6

                                   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 October
14, 1996.

                                PLANTRONICS, INC.

                             By: /s/ Robert S. Cecil
                                ---------------------------
                                 Robert S. Cecil, President


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert S. Cecil and John A. Knutson,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

         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.

<TABLE>

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

<S>                                         <C>                                           <C> 
/s/ Robert S. Cecil                         Chairman of the Board, Chief                  October 14, 1996
-----------------------------               Executive Officer, and President
(Robert S. Cecil)                           (Principal Executive Officer)
                                            

/s/ Daniel A. Gaudreau                      Vice President -- Finance and                 October 14, 1996
------------------------------              Administration, and Chief Financial
(Daniel A. Gaudreau)                        Officer (Principal Financial
                                            Officer, Principal Accounting Officer)

/s/ Richard D. Banziger                     Director                                      October 14, 1996
---------------------------
(Richard D. Banziger)

/s/ M. Saleem Muqaddam                      Director                                      October 14, 1996
----------------------
(M. Saleem Muqaddam)

/s/ John Mowbray O'Mara                     Director                                      October 14, 1996
-----------------------
(John Mowbray O'Mara)
</TABLE>

<PAGE>   7

<TABLE>
<S>                                         <C>                                           <C> 
/s/ Trude C. Taylor                         Director                                      October 14, 1996
----------------------------
(Trude C. Taylor)

/s/ J. Sidney Webb                          Director                                      October 14, 1996
----------------------------
(J. Sidney Webb)

/s/ David A. Wegmann                        Director                                      October 14, 1996
-------------------------
(David A. Wegmann)
</TABLE>

<PAGE>   8

                       CONSENT OF INDEPENDENT ACCOUNTANTS

      We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 19, 1996, which appears on
page 24 of the 1996 Annual Report to Shareholders of Plantronics, Inc., which
is incorporated by reference in Plantronics, Inc.'s Annual Report on Form 10-K
for the year ended March 31, 1996.

/s/ PRICE WATERHOUSE LLP

Price Waterhouse LLP
San Jose, California
October 21, 1996

<PAGE>   9

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

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


                       Registration Statement on Form S-8

                                PLANTRONICS, INC.

                                October 25, 1996


<PAGE>   10

                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

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

<S>                        <C>                                                                                         
         4.2               Amendment effective as of April 23, 1996 to the 1993 Stock Plan.

         4.4               Amendment effective as of April 23, 1996 to the 1993 Director Stock Option Plan.

         4.5               1996 Employee Stock Purchase Plan.

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

         24.1              Consent of Independent Accountants (see page 8).

         24.2              Consent of Counsel (contained in Exhibit 5.1 hereto).

         25.1              Power of Attorney (see page 6).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19678}]
{"company-data": {"conformed-name": "PLANTRONICS INC /CA/", "cik": "0000914025", "assigned-sic": "3661", "irs-number": "770207692", "state-of-incorporation": "DE", "fiscal-year-end": "0327"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-14833", "film-number": "96647863"}, "business-address": {"street1": "337 ENCINAL ST", "street2": "PO BOX 1802", "city": "SANTA CRUZ", "state": "CA", "zip": "95061-1802", "phone": "4084266060"}, "mail-address": {"street1": "337 ENCINAL STREET P O BOX 1802", "city": "SAANTA CRUZ", "state": "CA", "zip": "95061-1802"}, "former-company": {"former-conformed-name": "PI PARENT CORP", "date-changed": "19931025"}}
1
   As filed with the Securities and Exchange Commission on October 25, 1996.

                                                Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             -----------------------

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

         DELAWARE                                          77-0207692 
         (STATE OF INCORPORATION)           (I.R.S. EMPLOYER IDENTIFICATION NO.)

                               337 ENCINAL STREET
                          SANTA CRUZ, CALIFORNIA 95060
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                             -----------------------

                                 1993 STOCK PLAN
                         1993 DIRECTOR STOCK OPTION PLAN
                        1996 EMPLOYEE STOCK PURCHASE 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)
                             -----------------------

                                   Copies to:
                           Henry P. Massey, Jr., Esq.
                             David C. Drummond, Esq.
                             Eric John Finseth, Esq.
                             Bradley A. Bugdanowitz
                        WILSON SONSINI GOODRICH & ROSATI
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, California 94304-1050
                                  415-493-9300
2
                         CALCULATION OF REGISTRATION FEE
Proposed            Proposed
  Title of              Maximum               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           383 shares(1)       $36.57            $    14,006.31             --

Common Stock,
$.01 par value       519,617 shares(2)       $39.68(3)          $20,618,402.56             --                     
                     -------                 ---------          --------------      ---------
   TOTAL .....       520,000 shares                 --          $20,632,408.87      $6,252.25
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken down
into two sub-totals, indicated by footnotes (1) and (2), respectively. This
sub-total indicated by footnote (1) represents an estimated 383 shares issuable
upon exercise of options under the 1996 Employee Stock Purchase Plan (the
"Purchase Plan") at the end of the Purchase Plan's six-month "offering period"
commencing September 1, 1996. Based on currently anticipated employee payroll
deductions toward purchases under the Purchase Plan for such offering period,
and based on an exercise price of $36.57 applicable to purchases made at the end
of such offering period, the Registrant estimates that approximately 383 shares
of its Common Stock will be purchased pursuant to the Purchase Plan at the end
of such offering period. Purchases in subsequent six-month offering periods
under the Purchase Plan are not known.

(2) This subtotal represents the sum of: (i) shares issuable upon exercise of
options that have not yet been granted with respect to the additional 490,000
shares and 10,000 shares which have become issuable, pursuant to Board of
Directors and stockholder approval, under the 1993 Stock Plan (the "Stock Plan")
and the 1993 Director Stock Option Plan (the "Director Plan"), respectively, and
(ii) 19,617 shares that are anticipated to be issuable upon the exercise of
options to be granted in future offering periods under the Purchase Plan. The
total number of shares reserved for issuance under the Purchase Plan is 20,000,
of which the Registrant anticipates that 383 shares of Common Stock will be
issuable upon the exercise of options with respect to the first offering period
under the Purchase Plan.

(3) Estimated in accordance with Rule 457(h) 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 prices of the Common Stock as reported on the
New York Stock Exchange on October 18, 1996 was $39.75. Because option exercises
under the Purchase Plan will be at a price equal to 95% of the market trading
price at the beginning of the applicable offering period under the Purchase
Plan, the $39.68 estimated Proposed Maximum Offering Price Per Share has been
calculated as a weighted average of the 500,000 additional shares issuable under
the Stock Plan and Director Plan (exercisable at 100% of fair market value on
the date of grant) and the 19,617 shares anticipated to be issuable under the
Purchase Plan with respect to future offering periods (exercisable at 95% of
fair market value at the beginning of the offering period).

                                        2
3

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:

         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 Number 1 to such Quarterly Report on Form 10-Q/A,
         filed on August 28, 1996 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, Registration Number
         33-70744, filed on October 20, 1993, as amended by Amendment Number 1,
         filed on November 30, 1993, Amendment Number 2, filed on December 27,
         1993, and Amendment Number 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 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.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

                                        3
4

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         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 in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act"). Article Nine of the Registrant's Certificate of Incorporation and Article
V of the Registrant's By-laws provide for indemnification of its directors,
officers, employees and other agents to the maximum extent permitted by the
Delaware General Corporation Law. In addition, the Registrant has entered into
Indemnification Agreements with its officers and directors. Reference is also
made to certain Underwriting Agreements (Exhibits 1.1 and 1.2 to the Company's
Registration Statement No. 33-70744 on Form S-1), which provide for the
indemnification of officers, directors and controlling persons of the Registrant
against certain liabilities. A registration rights agreement entered into by the
Registrant and certain holders (the "Holders") of its Common Stock (including
certain of the Selling Stockholders), provides for cross-indemnification of the
Holders and the Registrant, its officers and directors for certain liabilities
arising under the Securities Act or otherwise.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8. EXHIBITS.

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

         4.1(1)  1993 Stock Plan.

         4.2     Amendment effective as of April 23, 1996 to the 1993 Stock 
                 Plan.

         4.3(2)  1993 Director Stock Option Plan.

         4.4     Amendment effective as of April 23, 1996 to the 1993 Director
                 Stock Option Plan.

         4.5     1996 Employee Stock Purchase Plan.

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

        24.1     Consent of Independent Accountants (see page 8).

        24.2     Consent of Counsel (contained in Exhibit 5.1 hereto).

        25.1     Power of Attorney (see page 6).
--------------------

(1) Exhibit No. 4.1 is incorporated by reference to Exhibit 10.1 filed with the
Registrant's Registration Statement on Form S-1, No. 33-70744.

(2) Exhibit No. 4.3 is incorporated by reference to Exhibit 10.29 filed with the
Registrant's Registration Statement on Form S-1, No. 33-70744.

                                        4
5

ITEM 9. UNDERTAKINGS

         A. The undersigned Registrant hereby undertakes:

                  (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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 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.

                                        5
6

                                   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 October
14, 1996.

                                PLANTRONICS, INC.

                             By: /s/ Robert S. Cecil
                                ---------------------------
                                 Robert S. Cecil, President

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert S. Cecil and John A. Knutson,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

         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                  October 14, 1996
-----------------------------               Executive Officer, and President
(Robert S. Cecil)                           (Principal Executive Officer)
                                            

/s/ Daniel A. Gaudreau                      Vice President -- Finance and                 October 14, 1996
------------------------------              Administration, and Chief Financial
(Daniel A. Gaudreau)                        Officer (Principal Financial
                                            Officer, Principal Accounting Officer)

/s/ Richard D. Banziger                     Director                                      October 14, 1996
---------------------------
(Richard D. Banziger)

/s/ M. Saleem Muqaddam                      Director                                      October 14, 1996
----------------------
(M. Saleem Muqaddam)

/s/ John Mowbray O'Mara                     Director                                      October 14, 1996
-----------------------
(John Mowbray O'Mara)
7
/s/ Trude C. Taylor                         Director                                      October 14, 1996
----------------------------
(Trude C. Taylor)

/s/ J. Sidney Webb                          Director                                      October 14, 1996
----------------------------
(J. Sidney Webb)

/s/ David A. Wegmann                        Director                                      October 14, 1996
-------------------------
(David A. Wegmann)
8

                       CONSENT OF INDEPENDENT ACCOUNTANTS

      We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated April 19, 1996, which appears on
page 24 of the 1996 Annual Report to Shareholders of Plantronics, Inc., which
is incorporated by reference in Plantronics, Inc.'s Annual Report on Form 10-K
for the year ended March 31, 1996.

/s/ PRICE WATERHOUSE LLP

Price Waterhouse LLP
San Jose, California
October 21, 1996
9

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    EXHIBITS

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

                       Registration Statement on Form S-8

                                PLANTRONICS, INC.

                                October 25, 1996
10

                                INDEX TO EXHIBITS
Exhibit                                                                                                   
         Number                                          Document                                                   
         ------                                          --------
4.2               Amendment effective as of April 23, 1996 to the 1993 Stock Plan.

         4.4               Amendment effective as of April 23, 1996 to the 1993 Director Stock Option Plan.

         4.5               1996 Employee Stock Purchase Plan.

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

         24.1              Consent of Independent Accountants (see page 8).

         24.2              Consent of Counsel (contained in Exhibit 5.1 hereto).

         25.1              Power of Attorney (see page 6).