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				<P ALIGN="CENTER"><B> UNITED STATES <BR> SECURITIES AND EXCHANGE
				  COMMISSION<BR> Washington, D.C. 20549</B></P>
				<P ALIGN="CENTER"><FONT SIZE="1"></FONT></P>
				<P ALIGN="CENTER"><FONT SIZE="7">FORM S-8</FONT></P>
				<P ALIGN="CENTER"></P>
				<P ALIGN="CENTER"><B>REGISTRATION STATEMENT UNDER<BR> THE
				  SECURITIES ACT OF 1933</B></P>
				<P ALIGN="CENTER"><B> </B><U> </U></P>
				<P ALIGN="CENTER"><B></B></P>
				<P ALIGN="CENTER"><FONT SIZE="5" COLOR="#0000ff"><B>Plantronics,
				  Inc. </B></FONT><BR> (Exact name of Registrant as Specified in its Charter)
				  </P><BR></TD>
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			 <TD WIDTH="50%">
				<CENTER><FONT SIZE="3"><B><U>Delaware</U></B></FONT></CENTER>
				<CENTER><FONT SIZE="2"> (State or Other Jurisdiction of
				  Incorporation or Organization)</FONT></CENTER></TD>
			 <TD WIDTH="50%">
				<CENTER><FONT SIZE="3"><B><U>77-0207692</U></B></FONT></CENTER>
				<CENTER><FONT SIZE="2">(I.R.S. Employer Identification
				  Number)</FONT></CENTER></TD>
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			 <TD><BR>
				<P ALIGN="center"><FONT SIZE="3"><B>345 Encinal Street<BR><U>Santa
				  Cruz, California &nbsp; 95060 </U></B></FONT><BR><FONT SIZE="2">(Address of
				  Principal Executive Offices including Zip Code) </FONT></P>
				<P ALIGN="center"><FONT SIZE="3"><B><U>(831) 426-5858
				  </U></B></FONT><BR><FONT SIZE="2">(Registrant's Telephone Number, Including
				  Area Code) <BR><BR><BR></FONT></P>
				<P ALIGN="CENTER"><B><FONT SIZE="4">1993 STOCK OPTION
				  PLAN</FONT></B><BR> <FONT SIZE="4"><B>2002 EMPLOYEE STOCK PURCHASE
				  PLAN</B></FONT><B></B><BR> <FONT SIZE="4">(FULL TITLE OF THE PLANS)</FONT>
				  <B><FONT SIZE="6"></FONT></B></P><HR WIDTH="24%">
				<P ALIGN="CENTER"><FONT SIZE="2"></FONT></P>
				<P ALIGN="CENTER">S. KENNETH KANNAPPAN <BR>CHIEF EXECUTIVE OFFICER
				  AND PRESIDENT <BR>PLANTRONICS, INC. <BR>345 ENCINAL STREET <BR>SANTA CRUZ,
				  CALIFORNIA 95060 <BR>(831) 426-5858 <BR>(NAME, ADDRESS, INCLUDING ZIP CODE, AND
				  TELEPHONE NUMBER, <BR>INCLUDING AREA CODE, OF AGENT FOR SERVICE)</P>
				<P ALIGN="CENTER"></P><HR WIDTH="24%">
				<P ALIGN="CENTER">Copy to:</P>
				<P ALIGN="CENTER">HENRY P. MASSEY, JR., ESQ. <BR>MICHAEL DEANGELIS,
				  ESQ. <BR>WILSON SONSINI GOODRICH &amp; ROSATI <BR>PROFESSIONAL CORPORATION
				  <BR>650 PAGE MILL ROAD <BR>PALO ALTO, CA 94304-1050 <BR>(650) 493-9300</P><HR>
				<P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P>
				<P ALIGN="CENTER"></P> </TD>
		  </TR>
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			 <TD WIDTH="33%" VALIGN="TOP">
				<P ALIGN="CENTER">Title of Securities to be Registered</P></TD>
			 <TD WIDTH="25%" VALIGN="TOP">
				<P ALIGN="CENTER"> Amount to be Registered<SUP>(1)</SUP></P></TD>
			 <TD WIDTH="16%" VALIGN="TOP">
				<P ALIGN="CENTER">Proposed Maximum Offering Price per
				  Share</P></TD>
			 <TD WIDTH="17%" VALIGN="TOP">
				<P ALIGN="CENTER">Proposed Maximum Aggregate Offering
				  Price</P></TD>
			 <TD WIDTH="15%" VALIGN="TOP">
				<P ALIGN="CENTER">Amount of Registration Fee</P></TD>
		  </TR>
		  <TR VALIGN="TOP">
			 <TD WIDTH="33%" VALIGN="TOP">
				<P><FONT SIZE="2">Common Stock, $0.01 par value, to be issued under
				  the 1993 Stock Option Plan<B><SUP>(2)</SUP></B><SUP></SUP></FONT></P></TD>
			 <TD WIDTH="25%" VALIGN="TOP"> <BR>
				<P ALIGN="CENTER"><FONT SIZE="2">2,000,000 shares</FONT></P></TD>
			 <TD WIDTH="16%" VALIGN="TOP" ALIGN="CENTER">
				<P ALIGN="CENTER"></P><BR>
				<P ALIGN="CENTER"><FONT SIZE="2">$16.92</FONT> <SUP><FONT
				  SIZE="-1">(3)</FONT></SUP><SUP></SUP></P></TD>
			 <TD WIDTH="17%" VALIGN="TOP">
				<P ALIGN="CENTER"></P><BR>
				<P ALIGN="CENTER"><FONT SIZE="2">$33,840,000</FONT></P></TD>
			 <TD WIDTH="15%" VALIGN="TOP">
				<P ALIGN="CENTER"></P><BR>
				<P ALIGN="CENTER"><FONT SIZE="2">$3,113</FONT></P></TD>
		  </TR>
		  <TR VALIGN="TOP">
			 <TD WIDTH="33%" VALIGN="TOP">
				<P><FONT SIZE="2">Common Stock, $0.01 par value, to be issued under
				  the 2002 Employee Stock Purchase
				  Plan<B><SUP>(2)</SUP></B><SUP></SUP></FONT></P></TD>
			 <TD WIDTH="25%" VALIGN="TOP">
				<P ALIGN="CENTER"><BR></P>
				<P ALIGN="CENTER"><FONT SIZE="2">200,000 shares</FONT></P></TD>
			 <TD WIDTH="16%" VALIGN="TOP" ALIGN="CENTER">
				<P ALIGN="CENTER"></P><BR>
				<P ALIGN="CENTER"><FONT SIZE="2">$16.92</FONT> <SUP><FONT
				  SIZE="-1">(4)</FONT></SUP><SUP></SUP></P></TD>
			 <TD WIDTH="17%" VALIGN="TOP">
				<P ALIGN="CENTER"></P> <BR>
				<P ALIGN="CENTER"><FONT SIZE="2">$3,384,000</FONT></P></TD>
			 <TD WIDTH="15%" VALIGN="TOP">
				<P ALIGN="CENTER"></P><BR>
				<P ALIGN="CENTER"><FONT SIZE="2">$311</FONT></P></TD>
		  </TR>
		  <TR>
			 <TD WIDTH="33%" VALIGN="TOP">
				<P><B>Total</B></P></TD>
			 <TD WIDTH="25%" VALIGN="TOP">
				<P ALIGN="CENTER"></P>
				<P ALIGN="CENTER"><B>2,200,000 shares</B></P></TD>
			 <TD WIDTH="16%" VALIGN="TOP">
				<P ALIGN="CENTER"></P>
				<P ALIGN="CENTER"><B>$16.92</B></P></TD>
			 <TD WIDTH="17%" VALIGN="TOP">
				<P ALIGN="CENTER"></P>
				<P ALIGN="CENTER"><B>$37,224,000</B></P></TD>
			 <TD WIDTH="15%" VALIGN="TOP">
				<P ALIGN="CENTER"></P>
				<P ALIGN="CENTER"><B>$3,425</B></P></TD>
		  </TR>
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			 <TD WIDTH="85" VALIGN="TOP" ALIGN="CENTER"><BR><B><FONT SIZE="2">
				(1)</FONT></B><BR></TD>
			 <TD WIDTH="595" VALIGN="TOP" ALIGN="LEFT"><BR><FONT SIZE="2"> For the
				sole purpose of calculation of the registration fee, the number of shares to be
				registered under this Registration Statement is the number of additional shares
				authorized to be issued under the Registrant's 1993 Stock Option Plan and the
				2002 Employee Stock Purchase Plan.</FONT><BR><BR></TD>
		  </TR>
		  <TR>
			 <TD WIDTH="85" VALIGN="TOP" ALIGN="CENTER"><B><FONT SIZE="2">
				(2)</FONT></B><BR></TD>
			 <TD WIDTH="595" VALIGN="TOP" ALIGN="LEFT"><FONT SIZE="2">Each share
				of common stock includes a right to purchase one one-thousandth of a share of
				Series A Participating Preferred Stock.</FONT><BR><BR></TD>
		  </TR>
		  <TR>
			 <TD WIDTH="85" VALIGN="TOP" ALIGN="CENTER"><B><FONT SIZE="2">
				(3)</FONT></B><BR></TD>
			 <TD WIDTH="595" VALIGN="TOP" ALIGN="LEFT"><FONT SIZE="2">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. Computation
				based on the average of the high and low reported prices of the Common Stock as
				reported on the New York Stock Exchange July 24, 2002, because the exercise
				prices for the options to be granted in the future and the prices at which the
				shares will be purchased in the future are not currently
				determinable.</FONT><BR><BR></TD>
		  </TR>
		  <TR>
			 <TD WIDTH="85" VALIGN="TOP" ALIGN="CENTER"><B><FONT SIZE="2">
				(4)</FONT></B><BR></TD>
			 <TD WIDTH="595" VALIGN="TOP" ALIGN="LEFT"><FONT SIZE="2">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. Computation
				based on the average of the high and low reported prices of the Common Stock as
				reported on the New York Stock Exchange July 24, 2002, because the exercise
				prices for the shares to be purchased in the future and the prices at which the
				shares will be purchased in the future are not currently
				determinable</FONT><BR><HR></TD>
		  </TR>
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		 CELLSPACING="0">
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			 <TD> <BR><BR>
				<P ALIGN="CENTER">PLANTRONICS, INC.</P>
				<P ALIGN="CENTER">REGISTRATION STATEMENT ON FORM S-8</P>
				<P ALIGN="CENTER"></P>
				<P ALIGN="CENTER">PART II</P>
				<P ALIGN="CENTER"></P>
				<P ALIGN="CENTER">INFORMATION REQUIRED IN REGISTRATION
				  STATEMENT</P>
				<P>ITEM 3. INFORMATION AND DOCUMENTS INCORPORATED BY REFERENCE</P>
				<P>The following documents and information heretofore filed with
				  the Securities and Exchange Commission are hereby incorporated by
				  reference:</P> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ITEM 3(a)
				<P ALIGN="JUSTIFY"></P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
				Registrant's Annual Report on Form 10-K for the year ended March 31, 2002,
				filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended
				(the "Exchange Act"), on June 21, 2002.
				<P ALIGN="JUSTIFY"></P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ITEM 3(b)
				<P ALIGN="JUSTIFY"></P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
				Registrant&#146;s Current Report on Form 8-K, which was filed on April 11,
				2002;
				<P ALIGN="JUSTIFY"></P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ITEM 3(c)
				<P ALIGN="JUSTIFY"></P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item 1 of the
				Registrant's Registration Statement on Form 8-A filed pursuant to Section 12(g)
				of the Exchange Act, filed on December 20, 1993, as amended on January 14,
				1994, and November 7, 1997 (which in turn incorporate by reference the
				description of the Registrant's common stock set forth in the Registrant'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 December 27, 1993, and Amendment No. 3, filed on January 18, 1994).
				<BR><BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The description of the Registrant&#146;s
				preferred share purchase rights contained in its registration statement on Form
				8-A, filed on March 29, 2002.<BR><BR> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.
				<P ALIGN="JUSTIFY"></P>
				<P>ITEM 4. DESCRIPTION OF SECURITIES.</P>
				&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable
				<P>ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.</P>
				&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable
				<P>ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.</P>
				&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 145 of the Delaware General Corporation
				Law ("DGCL") 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
				the Registrant's Certificate of Incorporation and Article V of the Registrant's
				Bylaws provide for indemnification of its directors, officers, employees and
				other agents to the maximum extent permitted by the DGCL. The Registrant has
				also entered into Indemnification Agreements with its officers and directors.
				<P>ITEM 7. EXEMPTION FROM REGISTRATION
				  CLAIMED.</P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable
				<P>ITEM 8. EXHIBITS.</P>
				<P></P></TD>
		  </TR>
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			 <TD WIDTH="15%" VALIGN="TOP" ALIGN="CENTER"> Exhibit Number</TD>
			 <TD WIDTH="85%" ALIGN="CENTER" VALIGN="TOP"> Description of
				Document</TD>
		  </TR>
		  <TR VALIGN="TOP">
			 <TD WIDTH="15%" VALIGN="TOP" ALIGN="CENTER" COLSPAN="2"> <HR></TD>
		  </TR>
		  <TR>
			 <TD WIDTH="15%" ALIGN="CENTER" VALIGN="TOP">
				<P><FONT SIZE="2">4.1 </FONT></P></TD>
			 <TD WIDTH="85%" ALIGN="LEFT" VALIGN="TOP"> <FONT SIZE="2">Amended and
				Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit
				(3.1) to the Registrant's Annual Report on form 10-K, SEC File Number 1-12696,
				for the fiscal year ended March 31, 2002, filed on June 21,
				2002).</FONT><BR><BR></TD>
		  </TR>
		  <TR>
			 <TD WIDTH="15%" ALIGN="CENTER" VALIGN="TOP">
				<P><FONT SIZE="2">4.2 </FONT></P></TD>
			 <TD WIDTH="85%" ALIGN="LEFT" VALIGN="TOP">
				<P><FONT SIZE="2">Restated Certificate of Incorporation of the
				  Registrant filed with the Secretary of State of Delaware on January 19, 1994
				  (incorporated herein by reference to Exhibit (3.1) to the Registrant's
				  Quarterly Report on Form 10-Q, SEC File Number 1-12696, for the fiscal quarter
				  ended December 25, 1993, filed on March 4, 1994).</FONT></P>
				<P><FONT SIZE="2">Certificate of Retirement and Elimination of
				  Preferred Stock and Common Stock of the Registrant filed with the Secretary of
				  State of Delaware on January 11, 1996 (incorporated herein by reference to
				  Exhibit (3.3) of the Registrant's Annual Report on Form 10-K, SEC File Number
				  1-12696, for the fiscal year ended March 30, 1996, filed on June 27,
				  1996).</FONT></P>
				<P><FONT SIZE="2">Certificate of Amendment of Restated Certificate
				  of Incorporation of the Registrant filed with the Secretary of State of
				  Delaware on August 7, 1997 (incorporated herein by reference to Exhibit (3.1)
				  to the Registrant's Quarterly Report on Form 10-Q, SEC File Number 1-12696, for
				  the fiscal quarter ended June 28, 1997, filed on August 8, 1997).</FONT></P>
				<P><FONT SIZE="2">Certificate of Amendment of Restated Certificate
				  of Incorporation of the Registrant filed with the Secretary of State of
				  Delaware on May 23, 2000 (incorporated herein by reference to Exhibit (4.2) to
				  the Registrant's Registration Statement on Form S-8, No. 33-70744, filed on
				  July 31, 2000).</FONT></P> <FONT SIZE="2"></FONT></TD>
		  </TR>
		  <TR>
			 <TD WIDTH="15%" VALIGN="TOP" ALIGN="CENTER"> <FONT SIZE="2">5.1
				</FONT></TD>
			 <TD WIDTH="85%" ALIGN="LEFT" VALIGN="TOP">
				<P><FONT SIZE="2">Opinion of counsel as to the legality of
				  securities being registered.</FONT><BR><BR></P></TD>
		  </TR>
		  <TR>
			 <TD WIDTH="15%" VALIGN="TOP" ALIGN="CENTER"> <FONT SIZE="2">23.1
				</FONT></TD>
			 <TD WIDTH="85%" ALIGN="LEFT" VALIGN="TOP">
				<P ALIGN="justify"><FONT SIZE="2">Consent of counsel (contained in
				  Exhibit 5.1).</FONT><BR><BR></P></TD>
		  </TR>
		  <TR>
			 <TD WIDTH="15%" VALIGN="TOP" ALIGN="CENTER">
				<P><FONT SIZE="2">23.2 </FONT></P></TD>
			 <TD WIDTH="85%" ALIGN="LEFT" VALIGN="TOP">
				<P ALIGN="justify"><FONT SIZE="2">Consent of PricewaterhouseCoopers
				  LLP, Independent Accountants.</FONT><BR><BR></P></TD>
		  </TR>
		  <TR>
			 <TD WIDTH="15%" VALIGN="TOP" ALIGN="CENTER">
				<P><FONT SIZE="2">24.1 </FONT></P></TD>
			 <TD WIDTH="85%" ALIGN="LEFT" VALIGN="TOP">
				<P ALIGN="justify"><FONT SIZE="2">Power of Attorney (see signature
				  page). </FONT> </P><BR></TD>
		  </TR>
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			 <TD>
				<P>ITEM 9. UNDERTAKINGS.</P>
				<P>(a) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned Registrant
				  hereby undertakes:</P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)
				&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To file, during any period in which offers or
				sales are being made, a post-effective amendment to this registration
				statement:
				<OL TYPE="i">
				  <LI>To include any prospectus required by Section&nbsp;10(a)(3)
					 of the Securities Act;</LI>
				  <LI>To reflect in the prospectus any facts or events arising
					 after the effective date of the registration statement (or the most recent
					 post-effective amendment thereof) which, individually or in the aggregate,
					 represent a fundamental change in the information set forth in the registration
					 statement; and </LI>
				  <LI>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.</LI>
				</OL>
				<P>Provided, however, that the undertakings set forth in clauses
				  (i) and (ii) above shall not apply if the information required to be included
				  in a post-effective amendment by these clauses is contained in periodic reports
				  filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
				  Act that are incorporated by reference in this registration
				  statement.</P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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;
				<P></P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.
				<P></P>
				<P>(b) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned Registrant
				  hereby undertakes that, for purposes of determining any liability under the
				  Securities Act, each filing of the Registrant&#146;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&#146;s annual report under 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. </P>
				<P ALIGN="JUSTIFY">(c) &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 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.</P>
				<P>&nbsp;</P>
				<P ALIGN="CENTER"><B>SIGNATURES</B></P>
				&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities
				Act of 1933, as amended, the Registrant, Plantronics, Inc., a corporation
				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 July 25, 2002.<BR><BR> </TD>
		  </TR>
		</TABLE>
		<TABLE WIDTH="680" BGCOLOR="#FFFFFF" BORDER="0" CELLPADDING="0"
		 CELLSPACING="0">
		  <TR>
			 <TD WIDTH="50%"></TD>
			 <TD WIDTH="50%">By: /s/ S. Kenneth Kannappan
				<BR>-------------------------------------<BR>S. Kenneth Kannappan,<BR>Chief
				Executive Officer and President</TD>
		  </TR>
		</TABLE>
		<P></P>
		<P ALIGN="CENTER"><B><FONT SIZE="3">POWER OF ATTORNEY</FONT></B></P>
		<TABLE WIDTH="680" BGCOLOR="#FFFFFF" BORDER="0" CELLPADDING="0"
		 CELLSPACING="0">
		  <TR>
			 <TD>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL PERSONS BY THESE PRESENTS,
				that each person whose signature appears below constitutes and appoints Barbara
				V. Scherer and Richard R. Pickard, jointly and severally, as his or her
				attorneys-in-fact, with full power of substitution in each, 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 all 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
				substitutes, may do or cause to be done by virtue hereof.
				<BR><BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the
				Securities Act of 1933, as amended, this registration statement has been signed
				below by the following persons in the capacities and on the dates
				indicated.<BR> </TD>
		  </TR>
		</TABLE>
		<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="680" BORDER="0">
		  <TR>
			 <TD VALIGN="top" WIDTH="25%">
				<P><FONT SIZE="2"><U>Signature</U></FONT></P></TD>
			 <TD VALIGN="top" WIDTH="54%">
				<P><FONT SIZE="2"><U>Title</U></FONT></P></TD>
			 <TD VALIGN="top" WIDTH="20%">
				<P><FONT SIZE="2"><U>Date</U></FONT></P></TD>
		  </TR>
		  <TR>
			 <TD VALIGN="top" WIDTH="25%" COLSPAN="3"><HR> </TD>
		  </TR>
		  <TR>
			 <TD VALIGN="top" WIDTH="25%"><FONT SIZE="2"><U>/s/ S. Kenneth
				Kannappan </U><BR>&nbsp;&nbsp;(S. Kenneth Kannappan) </FONT></TD>
			 <TD VALIGN="top" WIDTH="54%"><FONT SIZE="2">President, Chief
				Executive Officer and Director (Principal Executive Officer) </FONT></TD>
			 <TD VALIGN="top" WIDTH="20%"><FONT SIZE="2">July 25, 2002
				</FONT><BR><BR></TD>
		  </TR>
		  <TR>
			 <TD VALIGN="top" WIDTH="25%"><FONT SIZE="2"><U>/s/ Barbara V. Scherer
				</U><BR>&nbsp;&nbsp;(Barbara V. Scherer) </FONT></TD>
			 <TD VALIGN="top" WIDTH="54%"><FONT SIZE="2">Senior Vice President and
				Chief Financial Officer (Principal Financial Officer and Principal Accounting
				Officer) </FONT></TD>
			 <TD VALIGN="top" WIDTH="20%"><FONT SIZE="2">July 25, 2002
				</FONT><BR><BR></TD>
		  </TR>
		  <TR>
			 <TD VALIGN="top" WIDTH="25%"><FONT SIZE="2"><U>/s/ Marvin Tseu
				</U><BR>&nbsp;&nbsp;(Marvin Tseu) </FONT></TD>
			 <TD VALIGN="top" WIDTH="54%"><FONT SIZE="2">Chairman of the Board and
				Director </FONT></TD>
			 <TD VALIGN="top" WIDTH="20%"><FONT SIZE="2">July 25, 2002
				</FONT><BR><BR></TD>
		  </TR>
		  <TR>
			 <TD VALIGN="top" WIDTH="25%"><FONT SIZE="2"><U>/s/ Patti Hart
				</U><BR>&nbsp;&nbsp;(Patti Hart) </FONT></TD>
			 <TD VALIGN="top" WIDTH="54%"><FONT SIZE="2">Director </FONT></TD>
			 <TD VALIGN="top" WIDTH="20%"><FONT SIZE="2">July 25, 2002
				</FONT><BR><BR></TD>
		  </TR>
		  <TR>
			 <TD VALIGN="top" WIDTH="25%"><FONT SIZE="2"><U>/s/ Trude C. Taylor
				</U><BR>&nbsp;&nbsp;(Trude C. Taylor) </FONT></TD>
			 <TD VALIGN="top" WIDTH="54%"><FONT SIZE="2">Director </FONT></TD>
			 <TD VALIGN="top" WIDTH="20%"><FONT SIZE="2">July 25, 2002
				</FONT><BR><BR></TD>
		  </TR>
		  <TR>
			 <TD VALIGN="top" WIDTH="25%"><FONT SIZE="2"><U>/s/ David A. Wegmann
				</U><BR>&nbsp;&nbsp;(David A. Wegmann) </FONT></TD>
			 <TD VALIGN="top" WIDTH="54%"><FONT SIZE="2">Director </FONT></TD>
			 <TD VALIGN="top" WIDTH="20%"><FONT SIZE="2">July 25, 2002
				</FONT><BR><BR></TD>
		  </TR>
		  <TR VALIGN="TOP">
			 <TD VALIGN="top" WIDTH="25%"><FONT SIZE="2"><U>/s/ Roger Wery
				</U><BR>&nbsp;&nbsp;(Roger Wery) </FONT></TD>
			 <TD VALIGN="top" WIDTH="54%"><FONT SIZE="2">Director </FONT></TD>
			 <TD VALIGN="top" WIDTH="20%"><FONT SIZE="2">July 25, 2002
				</FONT><BR><BR></TD>
		  </TR>
		</TABLE>
		<TABLE WIDTH="680" BGCOLOR="#FFFFFF" BORDER="0" CELLPADDING="0"
		 CELLSPACING="0">
		  <TR>
			 <TD WIDTH="15%" VALIGN="TOP" ALIGN="CENTER"></TD>
			 <TD WIDTH="85%" ALIGN="CENTER"><BR><BR><BR><B>INDEX TO EXHIBITS</B>
				<BR><BR></TD>
		  </TR>
		  <TR>
			 <TD WIDTH="15%" VALIGN="TOP" ALIGN="CENTER">
				<P ALIGN="center"><FONT SIZE="2">Exhibit Number</FONT></P></TD>
			 <TD WIDTH="85%" ALIGN="CENTER">
				<P><FONT SIZE="2">Description of Document</FONT></P></TD>
		  </TR>
		  <TR>
			 <TD WIDTH="100%" COLSPAN="2" VALIGN="TOP" ALIGN="CENTER"><HR></TD>
		  </TR>
		  <TR>
			 <TD WIDTH="15%" VALIGN="TOP" ALIGN="CENTER">
				<P ALIGN="center">4.1 </P></TD>
			 <TD WIDTH="85%" ALIGN="LEFT"> Amended and Restated Bylaws of the
				Registrant (incorporated herein by reference to Exhibit (3.1) to the
				Registrant's Annual Report on form 10-K, SEC File Number 1-12696, for the
				fiscal year ended March 31, 2002, filed on June 21, 2002)<BR><BR></TD>
		  </TR>
		  <TR>
			 <TD WIDTH="15%" VALIGN="TOP" ALIGN="CENTER">
				<P ALIGN="center">4.2 </P></TD>
			 <TD WIDTH="85%" ALIGN="CENTER">
				<P ALIGN="justify">Restated Certificate of Incorporation of the
				  Registrant filed with the Secretary of State of Delaware on January 19, 1994
				  (incorporated herein by reference to Exhibit (3.1) to the Registrant's
				  Quarterly Report on Form 10-Q, SEC File Number 1-12696, for the fiscal quarter
				  ended December 25, 1993, filed on March 4, 1994).</P>
				<P ALIGN="justify">Certificate of Retirement and Elimination of
				  Preferred Stock and Common Stock of the Registrant filed with the Secretary of
				  State of Delaware on January 11, 1996 (incorporated herein by reference to
				  Exhibit (3.3) of the Registrant's Annual Report on Form 10-K, SEC File Number
				  1-12696, for the fiscal year ended March 30, 1996, filed on June 27, 1996).</P>

				<P ALIGN="JUSTIFY"></P>
				<P ALIGN="JUSTIFY"> Certificate of Amendment of Restated
				  Certificate of Incorporation of the Registrant filed with the Secretary of
				  State of Delaware on August 7, 1997 (incorporated herein by reference to
				  Exhibit (3.1) to the Registrant's Quarterly Report on Form 10-Q, SEC File
				  Number 1-12696, for the fiscal quarter ended June 28, 1997, filed on August 8,
				  1997).</P>
				<P ALIGN="JUSTIFY"></P>
				<P ALIGN="JUSTIFY"> Certificate of Amendment of Restated
				  Certificate of Incorporation of the Registrant filed with the Secretary of
				  State of Delaware on May 23, 2000 (incorporated herein by reference to Exhibit
				  (4.2) to the Registrant's Registration Statement on Form S-8, No. 33-70744,
				  filed on July 31, 2000).<br><br></P></TD>
		  </TR>
		  <TR>
			 <TD WIDTH="15%" VALIGN="TOP" ALIGN="CENTER">
				<P ALIGN="center">5.1 </P></TD>
			 <TD WIDTH="85%" ALIGN="CENTER">
				<P ALIGN="justify">Opinion of counsel as to the legality of
				  securities being registered.<BR><BR></P></TD>
		  </TR>
		  <TR>
			 <TD WIDTH="15%" VALIGN="TOP" ALIGN="CENTER">
				<P ALIGN="center">23.1 </P></TD>
			 <TD WIDTH="85%" ALIGN="CENTER">
				<P ALIGN="justify">Consent of counsel (contained in Exhibit
				  5.1).<BR><BR></P></TD>
		  </TR>
		  <TR>
			 <TD WIDTH="15%" VALIGN="TOP" ALIGN="CENTER">
				<P ALIGN="center">23.2</P></TD>
			 <TD WIDTH="85%" ALIGN="CENTER">
				<P ALIGN="justify">Consent of PricewaterhouseCoopers LLP,
				  Independent Accountants.<BR><BR></P></TD>
		  </TR>
		  <TR>
			 <TD WIDTH="15%" VALIGN="TOP" ALIGN="CENTER">
				<P ALIGN="center">24.1 </P></TD>
			 <TD WIDTH="85%" ALIGN="CENTER">
				<P ALIGN="justify">Power of Attorney (see signature page).</P></TD>

		  </TR>
		</TABLE> </CENTER> </BODY>
</HTML>
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{"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": "333-97091", "film-number": "02710937"}, "business-address": {"street1": "337 ENCINAL ST", "city": "SANTA CRUZ", "state": "CA", "zip": "95061-1802", "phone": "8314265858"}, "mail-address": {"street1": "345 ENCINAL STREET", "street2": "PO BOX 1802", "city": "SANTA CRUZ", "state": "CA", "zip": "95061-1802"}, "former-company": {"former-conformed-name": "PI PARENT CORP", "date-changed": "19931025"}}
UNITED STATES
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
(State or Other Jurisdiction of
				  Incorporation or Organization)
77-0207692
(I.R.S. Employer Identification
				  Number)
345 Encinal Street
Santa
				  Cruz, California   95060
(Address of
				  Principal Executive Offices including Zip Code)
(831) 426-5858
(Registrant's Telephone Number, Including
				  Area Code)
1993 STOCK OPTION
				  PLAN
2002 EMPLOYEE STOCK PURCHASE
				  PLAN
(FULL TITLE OF THE PLANS)
S. KENNETH KANNAPPAN
CHIEF EXECUTIVE OFFICER
				  AND PRESIDENT
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)
Copy to:
HENRY P. MASSEY, JR., ESQ.
MICHAEL DEANGELIS,
				  ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Amount to be Registered
(1)
Proposed Maximum Offering Price per
				  Share
Proposed Maximum Aggregate Offering
				  Price
Amount of Registration Fee
Common Stock, $0.01 par value, to be issued under
				  the 1993 Stock Option Plan
(2)
2,000,000 shares
$16.92
(3)
$33,840,000
$3,113
Common Stock, $0.01 par value, to be issued under
				  the 2002 Employee Stock Purchase
				  Plan
(2)
200,000 shares
$16.92
(4)
$3,384,000
$311
Total
2,200,000 shares
$16.92
$37,224,000
$3,425
(1)
For the
				sole purpose of calculation of the registration fee, the number of shares to be
				registered under this Registration Statement is the number of additional shares
				authorized to be issued under the Registrant's 1993 Stock Option Plan and the
				2002 Employee Stock Purchase Plan.
(2)
Each share
				of common stock includes a right to purchase one one-thousandth of a share of
				Series A Participating Preferred Stock.
(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. Computation
				based on the average of the high and low reported prices of the Common Stock as
				reported on the New York Stock Exchange July 24, 2002, because the exercise
				prices for the options to be granted in the future and the prices at which the
				shares will be purchased in the future are not currently
				determinable.
(4)
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. Computation
				based on the average of the high and low reported prices of the Common Stock as
				reported on the New York Stock Exchange July 24, 2002, because the exercise
				prices for the shares to be purchased in the future and the prices at which the
				shares will be purchased in the future are not currently
				determinable
PLANTRONICS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION
				  STATEMENT
ITEM 3. INFORMATION AND DOCUMENTS 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 year ended March 31, 2002,
				filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended
				(the "Exchange Act"), on June 21, 2002.
ITEM 3(b)
The
				Registrant's Current Report on Form 8-K, which was filed on April 11,
				2002;
ITEM 3(c)
Item 1 of the
				Registrant's Registration Statement on Form 8-A filed pursuant to Section 12(g)
				of the Exchange Act, filed on December 20, 1993, as amended on January 14,
				1994, and November 7, 1997 (which in turn incorporate by reference the
				description of the Registrant's common stock set forth in the Registrant'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 December 27, 1993, and Amendment No. 3, filed on January 18, 1994).
The description of the Registrant's
				preferred share purchase rights contained in its registration statement on Form
				8-A, filed on March 29, 2002.
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
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation
				Law ("DGCL") 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
				the Registrant's Certificate of Incorporation and Article V of the Registrant's
				Bylaws provide for indemnification of its directors, officers, employees and
				other agents to the maximum extent permitted by the DGCL. The Registrant has
				also entered into Indemnification Agreements with its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION
				  CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
Exhibit Number
Description of
				Document
4.1
Amended and
				Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit
				(3.1) to the Registrant's Annual Report on form 10-K, SEC File Number 1-12696,
				for the fiscal year ended March 31, 2002, filed on June 21,
				2002).
4.2
Restated Certificate of Incorporation of the
				  Registrant filed with the Secretary of State of Delaware on January 19, 1994
				  (incorporated herein by reference to Exhibit (3.1) to the Registrant's
				  Quarterly Report on Form 10-Q, SEC File Number 1-12696, for the fiscal quarter
				  ended December 25, 1993, filed on March 4, 1994).
Certificate of Retirement and Elimination of
				  Preferred Stock and Common Stock of the Registrant filed with the Secretary of
				  State of Delaware on January 11, 1996 (incorporated herein by reference to
				  Exhibit (3.3) of the Registrant's Annual Report on Form 10-K, SEC File Number
				  1-12696, for the fiscal year ended March 30, 1996, filed on June 27,
				  1996).
Certificate of Amendment of Restated Certificate
				  of Incorporation of the Registrant filed with the Secretary of State of
				  Delaware on August 7, 1997 (incorporated herein by reference to Exhibit (3.1)
				  to the Registrant's Quarterly Report on Form 10-Q, SEC File Number 1-12696, for
				  the fiscal quarter ended June 28, 1997, filed on August 8, 1997).
Certificate of Amendment of Restated Certificate
				  of Incorporation of the Registrant filed with the Secretary of State of
				  Delaware on May 23, 2000 (incorporated herein by reference to Exhibit (4.2) to
				  the Registrant's Registration Statement on Form S-8, No. 33-70744, filed on
				  July 31, 2000).
5.1
Opinion of counsel as to the legality of
				  securities being registered.
23.1
Consent of counsel (contained in
				  Exhibit 5.1).
23.2
Consent of PricewaterhouseCoopers
				  LLP, Independent Accountants.
24.1
Power of Attorney (see signature
				  page).
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 prospectus required by Section 10(a)(3)
					 of the Securities Act;
To reflect in the prospectus any facts or events arising
					 after the effective date of the registration statement (or the most recent
					 post-effective amendment thereof) which, individually or in the aggregate,
					 represent a fundamental change in the information set forth in the registration
					 statement; and
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.
Provided, however, that the undertakings set forth in clauses
				  (i) and (ii) above shall not apply if the information required to be included
				  in a post-effective amendment by these clauses is contained in periodic reports
				  filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
				  Act that are incorporated by reference in this 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 under 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 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.
SIGNATURES
Pursuant to the requirements of the Securities
				Act of 1933, as amended, the Registrant, Plantronics, Inc., a corporation
				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 July 25, 2002.
By: /s/ S. Kenneth Kannappan
-------------------------------------
S. Kenneth Kannappan,
Chief
				Executive Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
				that each person whose signature appears below constitutes and appoints Barbara
				V. Scherer and Richard R. Pickard, jointly and severally, as his or her
				attorneys-in-fact, with full power of substitution in each, 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 all 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
				substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the
				Securities Act of 1933, as amended, this registration statement has been signed
				below by the following persons in the capacities and on the dates
				indicated.
Signature
Title
Date
/s/ S. Kenneth
				Kannappan
(S. Kenneth Kannappan)
President, Chief
				Executive Officer and Director (Principal Executive Officer)
July 25, 2002
/s/ Barbara V. Scherer
(Barbara V. Scherer)
Senior Vice President and
				Chief Financial Officer (Principal Financial Officer and Principal Accounting
				Officer)
July 25, 2002
/s/ Marvin Tseu
(Marvin Tseu)
Chairman of the Board and
				Director
July 25, 2002
/s/ Patti Hart
(Patti Hart)
Director
July 25, 2002
/s/ Trude C. Taylor
(Trude C. Taylor)
Director
July 25, 2002
/s/ David A. Wegmann
(David A. Wegmann)
Director
July 25, 2002
/s/ Roger Wery
(Roger Wery)
Director
July 25, 2002
INDEX TO EXHIBITS
Exhibit Number
Description of Document
4.1
Amended and Restated Bylaws of the
				Registrant (incorporated herein by reference to Exhibit (3.1) to the
				Registrant's Annual Report on form 10-K, SEC File Number 1-12696, for the
				fiscal year ended March 31, 2002, filed on June 21, 2002)
4.2
Restated Certificate of Incorporation of the
				  Registrant filed with the Secretary of State of Delaware on January 19, 1994
				  (incorporated herein by reference to Exhibit (3.1) to the Registrant's
				  Quarterly Report on Form 10-Q, SEC File Number 1-12696, for the fiscal quarter
				  ended December 25, 1993, filed on March 4, 1994).
Certificate of Retirement and Elimination of
				  Preferred Stock and Common Stock of the Registrant filed with the Secretary of
				  State of Delaware on January 11, 1996 (incorporated herein by reference to
				  Exhibit (3.3) of the Registrant's Annual Report on Form 10-K, SEC File Number
				  1-12696, for the fiscal year ended March 30, 1996, filed on June 27, 1996).
Certificate of Amendment of Restated
				  Certificate of Incorporation of the Registrant filed with the Secretary of
				  State of Delaware on August 7, 1997 (incorporated herein by reference to
				  Exhibit (3.1) to the Registrant's Quarterly Report on Form 10-Q, SEC File
				  Number 1-12696, for the fiscal quarter ended June 28, 1997, filed on August 8,
				  1997).
Certificate of Amendment of Restated
				  Certificate of Incorporation of the Registrant filed with the Secretary of
				  State of Delaware on May 23, 2000 (incorporated herein by reference to Exhibit
				  (4.2) to the Registrant's Registration Statement on Form S-8, No. 33-70744,
				  filed on July 31, 2000).
5.1
Opinion of counsel as to the legality of
				  securities being registered.
23.1
Consent of counsel (contained in Exhibit
				  5.1).
23.2
Consent of PricewaterhouseCoopers LLP,
				  Independent Accountants.
24.1
Power of Attorney (see signature page).