Exhibit 10 (o)

September 25, 1998


James Nemiah

Re:  Change in Control Agreement
Dear James:

This letter is to confirm the agreement that we reached with regard to your
employment with Alpha Industries, Inc. ("Alpha").  If: (i) a Change in Control
occurs within two years of the date of this letter, AND (ii) your employment
with Alpha or a subsidiary of Alpha is involuntarily terminated within one year
thereafter, THEN Alpha will pay you up to one year of salary continuation in
accordance with the terms and conditions of this letter.

A "Change in Control" shall be deemed to have occurred if the Continuing
Directors shall have ceased for any reason to constitute a majority of the Board
of Directors of Alpha.  For this purpose, a "Continuing Director" shall include
any member of the Board of Directors of Alpha as of the date of this letter and
any person nominated for election to the Board of Directors of Alpha by a
majority of the then Continuing Directors.

Salary continuation payments under this letter will be reduced by the amount of
any compensation that you receive from any person for services rendered during
the salary continuation period.  For any period in which you either: (i) engage
in activities or enterprises (on behalf of yourself or others) that are directly
competitive with any business activity of Alpha Industries, Inc. or any of its
subsidiaries, OR (ii) fail to actively seek gainful employment, you will not
receive any salary continuation payments.

Please sign both copies of this letter and return one copy to George LeVan.  If
you have any questions, please feel free to call George LeVan at (617) 824-4419
or Jim Nemiah at (617) 824-4426.

Sincerely,




Paul E. Vincent
Vice President, CFO, Treasurer