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

                                  FORM 10-Q/A

(Mark One)

[X]     Quarterly report pursuant to Section 13 or 15(d) of the Securities 
        Exchange Act of 1934

For the quarterly period ended    June 29, 1996    or

[ ]     Transition report pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934

For the transition period from __________________ to ____________________

Commission File Number 0-22764

                                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 No.)

337 Encinal Street, P.O. Box 1802
      Santa Cruz, California                                     95061-1802
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(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code: (408) 426-6060

              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                 YES [X] NO [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

            Class                         Outstanding at June 29, 1996
- ----------------------------       -------------------------------------------
Common Stock, $.01 par value                      8,224,311


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                               TABLE OF CONTENTS




                                                        PAGE
                                                        ----
                                                     
                Part II.  Other Information

                   Item 1.  Legal Proceedings            3


                Signatures                               4


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                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

In May 1996, the Company received notice from the staff of the Bureau of
Competition of the Federal Trade Commission ("FTC") that the staff is
conducting a non-public investigation to determine whether certain
manufacturers of lightweight telephone headsets may be engaged in
anticompetitive practices in violation of Section 5 of the Federal Trade
Commission Act. The FTC staff has asked the Company to preserve all relevant
documents pending completion of the investigation. In July 1996, the FTC staff
also requested Plantronics' voluntary cooperation in submitting certain
specified documents, which Plantronics intends to supply. Although the
Company has not been notified that it is a particularized subject of the
investigation, there can be no assurance that the Company will not become a
particularized subject of the investigation, that the FTC staff or the FTC
itself will not proceed to a full public investigation in this matter, or that
the outcome of any public investigation will not have a material adverse effect
on the Company's business or results of operations.

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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this first amendment to the report to be signed on
its behalf by the undersigned hereunto duly authorized.

                                  PLANTRONICS, INC.
                                  ---------------------------------------------
                                  (Registrant)

August 28, 1996                   /s/ DANIEL A. GAUDREAU
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(Date)                            (Signature)
                                  Daniel A. Gaudreau
                                  Vice President

August 28, 1996                   /s/ DANIEL A. GAUDREAU
- ---------------------------       ---------------------------------------------
(Date)                            (Signature)
                                  Daniel A. Gaudreau
                                  Vice President - Finance and Administration
                                  and Chief Financial Officer
                                  (Principal Financial Officer)