Exhibit 10.77


AMENDMENTS OF THE 1987 MICROSEMI CORPORATION STOCK PLAN
Adopted May 16, 1995

     Section 5 (e) of the 1987 Microsemi Corporation Stock Plan
("1987 Plan") is hereby amended and restated in full as follows:

     5.   (e)  Satisfaction of Option Price.  The Grantee shall pay
the Option Price (i) in cash, or (ii) with the Committee's
permission, by delivering shares of Microsemi Stock already owned
by the Grantee and having a fair market value on the date of
exercise equal to the Option Price, or a combination of cash and
shares, or (iii) with the Committee's permission, by Microsemi
withholding from the Grantee out of the Microsemi Stock otherwise
deliverable upon exercise a number of shares having a fair market
value equal to the aggregate Option Price, or (iv) with the
Committee's permission, by the execution and delivery of Grantee's
promissory note in the principal amount of the exercise price, with
such term, interest rate and other terms and provisions, including,
without limitation, requiring the Microsemi Stock acquired upon
exercise to be pledged to the Company to secure payment of the
note, as the Board of Directors may specify; (v) by cancellation of
indebtedness of the Company to Grantee, equal to the amount of the
exercise price; (vi) by waiver of compensation due or accrued to
Grantee for services rendered, equal to the amount of the exercise
price; (vii) provided that a public market for the Company's stock
exists, through a "same day sale" commitment from the Grantee and
a broker-dealer that is a member of the National Association of
Securities Dealers (an "NASD" Dealer), whereby the Grantee
irrevocably elects to exercise his Option and to sell a portion of
the Microsemi Stock so purchased to pay for the exercise price and
whereby the NASD Dealer irrevocably commits upon receipt of such
Microsemi Stock to forward the exercise price directly to the
     Company; (viii) provided that a public market for the
Company's stock exists, through a "margin" commitment from the
Grantee and NASD Dealer whereby the Grantee irrevocably elects to
exercise this Option and to pledge the Microsemi Stock so purchased
to the NASD Dealer in a margin account as security for a loan from
the NASD Dealer in the amount of the exercise price, and whereby
the NASD Dealer irrevocably commits upon receipt of such Microsemi
Stock to forward the exercise price directly to the Company; or
(ix) any combination of (i), (ii), (iii), (iv), (v), (vi), (vii) or
(viii) above.  The Grantee shall  pay the Option Price not later
than thirty (30) days after the date of a statement from the
     Company following exercise setting forth the Option Price,
fair market value of Microsemi Stock on the exercise date, the
number of shares of Microsemi Stock that may be delivered in
payment of the Option Price, and the amount of withholding tax due,
if any.  If the Grantee fails to pay the Option Price within the
thirty (30) day period, the Committee shall have the right to take
whatever action it deems appropriate, including voiding the option
exercise.  The Company shall not issue or transfer shares of
Microsemi Stock upon exercise of a Stock Option until the Option
Price is fully paid.