Quarles & Brady LLP
Writer's Direct Dial: 414.277.5345
Writer's Fax: 414.978.8945
E-Mail: kvh@quarles.com

October 4, 2004

VIA OVERNIGHT MAIL

U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
450 Fifth Street, N.W.
Washington, DC 20549

RE: Plexus Corp. Commission File No. 000-14824 Omission of Shareholder Proposal Pursuant to Rule 14a-8

Ladies and Gentlemen:

We are writing on behalf of our client, Plexus Corp., a Wisconsin corporation (the "Company"), pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to respectfully request that the staff of the Division of Corporation Finance (the "Staff') of the Securities and Exchange Commission (the "SEC") advise the Company that it will not recommend any enforcement action to the SEC if the Company omits from its proxy statement and proxy to be filed and distributed in connection with its 2005 Annual Meeting of Shareholders (the "Proxy Materials") the proposal (the "Proposal") it received from Robert and Lynne Malinoski (the "Proponent"). The text of the resolution set forth in the Proposal is as follows:

"Resolve, the shareholders of Plexus Company [sic] hereby request that the Board of Directors in developing commensurations [sic] discontinue use of stock options for all employees and associates of Plexus. In lieu of stock options cash bonuses will be given based on their performance and as incentives to gain and maintain highly qualified personnel. The Board of Directors will develop such a plan."

The Company does not intend to include the Proposal in its Proxy Materials because, pursuant to clauses (i)(7) and (i)(9) of Rule 14a-8 under the Exchange Act, the Proposal deals with matters relating to the Company's ordinary business operations and conflicts with one of the Company's proposals that it intends to submit to shareholders.

U.S. Securities and Exchange Commission
October 4, 2004
Page 2

Pursuant to Rule 14a-8(j) under the Exchange Act, we are enclosing six copies of each of the following: (i) this letter and (ii) the Proposal (Exhibit A). By copy of this letter, the Company hereby notifies the Proponent as required by Rule 14a-8(j) of its intention to exclude the Proposal from its Proxy Materials.

I. The Proposal relates to the Company's ordinary business operations and, therefore, may be omitted from the Company's Proxy Materials pursuant to Rule 14a-8(i)(7).

Rule 14a-8(i)(7) permits exclusion of shareholder proposals dealing with matters relating to the conduct of a company's "ordinary business operations." The Staff has defined this exclusion to include proposals relating to "general compensation issues." See Lucent Technologies Inc. (November 6, 2001) (permitting the exclusion of a proposal seeking to decrease the remuneration of all officers and directors). The Staff has distinguished between shareholder proposals relating to senior executive officer compensation issues, which are not excludable from proxy material under Rule 14a-8(i)(7), and proposals relating to a broader group of officers and employees, which are excludable. See Ascential Software Corporation (April 4, 2003) (allowing the omission of a proposal under Rule 14a-8(i)(7) that addressed compensation policies and practices that extended beyond senior executive compensation); Minnesota Mining and Manufacturing Company (March 4, 1999) (proposal to limit the yearly percentage compensation increase of the "top 40 executives" excludable under Rule 14a-8(i)(7) as relating to ordinary business matters); Xerox Corporation (March 25, 1993) (referring to senior executive officer compensation as an includable matter).

Additionally, in Division of Corporation Finance: Staff Legal Bulletin No. 14A - Shareholder Proposals (July 12, 2002) ("SLB 14A") regarding shareholder proposals relating to shareholder approval of equity compensation plans, the Staff has stated that it will allow companies to rely on Rule 14a-8(i)(7) to exclude a proposal if the proposal, without focusing on any potential dilution, relates to equity compensation plans that may be used to compensate all employees, including senior executive officers and directors. The current Proposal does not focus on dilution, but instead focuses on general compensation and, therefore, falls within the pronouncement of SLB 4A as an excludable proposal pursuant to Rule 14a-8(i)(7).

Consistent with the Staff's precedent, the Proposal may be excluded from the Proxy Materials because it targets broader compensation policies and practices than those relating only to senior executive officers. The Proposal seeks to prohibit future stock option grants to all employees and associates. Because the Proposal clearly seeks to affect the granting of stock options to employees beyond those classified as senior executive officers, it may be excluded pursuant to Rule 14a-8(i)(7), and recent precedent, as related to the Company's ordinary business operations.

Additionally, the Staff has a long-standing policy of not permitting proponents to revise overly-broad shareholder proposals once it becomes apparent that they would be excludable under Rule 14a-8(i)(7) because they address "ordinary business operations." This policy was

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October 4, 2004
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reaffirmed in Section E.5 of Staff Legal Bulletin No. 14 where the Staff stated that proposals excludable under Rule 14a-8(i)(7) may only be revised "[i]f it is unclear whether the proposal focuses on senior executive compensation or director compensation, as opposed to general employee compensation..." Division of Corporation Finance: Staff Legal Bulletin No. 14 - Shareholder Proposals (July 13, 2001). Here, it is clear that the specific mandates of the Proposal focus on general employee compensation.

II. The Proposal may be omitted from the Proxy Materials under Rule 14a-8(i)(9) because it directly conflicts with a proposal that the Company intends to submit to shareholders at the same meeting.

The Proposal provides that the "Board of Directors in developing commensurations [sic] discontinue use of stock options for all employees and associates of Plexus. In lieu of stock options cash bonuses will be given based on their performance and as incentives to gain and maintain highly qualified personnel." At the 2005 Annual Meeting of Shareholders, the Company intends to submit a proposal to the shareholders to approve a new stock incentive plan (the "Plan"). The Plan, which is expected to be a relatively standard stock incentive plan, will provide for the granting of incentive stock options, non-incentive stock options, stock appreciation rights, and restricted stock awards, among other awards. The Plan, will specifically permit the granting of stock options to officers and directors, as well as to employees in general. Rule 14a-8(i)(9) provides that a company may exclude a shareholder proposal if "the proposal directly conflicts with one of the company's own proposals to be submitted to shareholders at the same meeting."

The rationale for exclusion under Rule 14a-8(i)(9) is that if a shareholder proposal is counter to a proposal to be submitted to shareholders by management, a favorable vote on both the proponent and management's proposal would result in inconsistent and inconclusive mandates from the security holders. In the event of such a vote, it would not be possible to determine which, if either, proposal could be implemented.

There are numerous precedents under Rule 14a-8(i)(9) and its predecessor for the exclusion of a shareholder proposal seeking to prohibit or restrict the granting of stock options when management proposes to present a stock option plan to shareholders for their approval. See, e.g., Goodrich Corporation (January 27, 2004) (shareholder proposal requesting that the compensation committee, in developing future senior executive equity compensation plans, utilize performance and time-based restricted share programs in lieu of stock options was excludable because it conflicted with company proposal to increase the securities available for issuance under its stock option plan); AOL Time Warner, Inc. (March 3, 2003) (shareholder proposal that the Board of Directors adopt a policy prohibiting future stock option grants to senior executives was excludable because it conflicted with a stock option plan that AOL expected to include in its proxy materials that permitted the granting of stock options to all employees, including senior executives); Croghan Bancshares, Inc. (March 13, 2002) (shareholder proposal requiring that directors be excluded from participation in the company's

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October 4, 2004
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stock options and incentive plans excludable because it conflicted with a company proposal to adopt a new stock option plan that allowed grants to directors and gave committee broad discretion in selecting participants); First Niagara Financial Group, Inc. (March 7, 2002) (shareholder proposal requesting that officers and directors consider replacing stock option grants with cash bonuses excludable because it conflicted with a company proposal to adopt a new stock option plan that allowed grants to officers and directors); Osteotech, Inc. (April 24, 2001) (shareholder proposal requesting discontinuance of stock option grants to executive officers and directors excludable because it conflicted with company proposal to adopt a new option plan that granted broad discretion to committee to determine the identity of recipients of stock option awards); Phillips-Van Heusen Corporation (April 21, 2000) (shareholder proposal that officers and directors consider the discontinuance of all stock options and other awards for top management excludable because it conflicted with company proposal to adopt certain bonus, incentive and stock option plans); Mattel, Inc. (March 4, 1999) (shareholder proposal that the directors consider the discontinuance of all bonus, stock options and other awards for top management excludable because the proposal conflicted with company proposal to adopt a long- term incentive plan for payment of bonuses to members of management); Eastman Kodak Company (February 1, 1999) (shareholder proposal that officers and directors consider the discontinuance of all stock options and other awards for top management excludable because the proposal conflicted with a company proposal to adopt certain bonus, incentive and stock option plans); Rubbermaid Incorporated (January 16, 1997) (shareholder proposal requiring that all future stock options be granted at market price indexed for inflation excludable because it conflicted with company proposal to adopt aend stock option plan that did not provide, for inflation adjustments).

The Proposal, which requests that cash bonuses replace stock options, directly conflicts with the Plan that management intends to submit for a vote of the shareholders at the 2005 Annual Meeting of Shareholders. An affirmative vote on both the Proposal and the Plan would lead to an inconsistent and ambiguous mandate from the Company's shareholders. Accordingly, we believe that the Proposal may be omitted from the Company's Proxy Statement pursuant to Rule 14a-8(i)(9).

*****

For all the reasons set forth above, we respectfully submit that the exclusion of the entire Proposal from the Proxy Materials is proper under clauses (i)(7) and (i)(9) of Rule 14a-8.

For the foregoing reasons, the Company also respectfully requests that the Staff confirm that it would not recommend enforcement action if the Company omits the Proposal from its Proxy Materials. We would respectfully request the opportunity to discuss the requests contained in this letter with you further prior to the issuance of a response if the Staff believes that it will not be able to grant the relief requested herein. If you have any questions, require further information or wish to discuss this matter, please call the undersigned at (414) 277-5345 or Ryan P. Morrison of this office at (414) 277-5401.

U.S. Securities and Exchange Conunission
October 4, 2004
Page 5

Please acknowledge receipt of this letter by stamping the enclosed additional copy of this letter arid returning it to the undersigned in the enclosed self-addressed stamped envelope.

Very truly yours,

QUARLES & BRADY LLP

Kenneth V. Hallett

KVH:gm:smj

Enclosure

cc: Mr. Joseph P. Kaufman
Senior Vice President, Secretary,
and Chief Legal Counsel
Plexus Corp.
55 Jewelers Park Drive
Neenah, WI 54957

(wv/encs. - Via Overnight Delivery)
Robert and Lynne Malinoski
741 Fieldcrest Drive
Neenah, WI 54956