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                                  EXHIBIT 20.1

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                     [GIGA-TRONICS INCORPORATED LETTERHEAD]

                                NOVEMBER _ , 1998

Dear Giga-tronics Shareholder:

The Board of Directors of Giga-tronics has adopted a Shareholder Rights Plan
intended to help assure that all Shareholders would receive fair treatment in
any takeover of the Company. A Summary of the Rights is enclosed and we urge you
to read it carefully. No action on your part is required at this time. You will
be notified if the Rights are ever triggered and become exercisable. 

The Rights are designed to enable the Board to better act on behalf of
Shareholders in the event of an unsolicited attempt to acquire the Company. The
Plan is designed to equip the Board with appropriate tools for conducting
negotiations with any prospective bidder, rather than to prevent or discourage
any attractive offer for the Company. The Company has not received any
unsolicited acquisition proposal at this time.

The Rights will expire (unless previously triggered) on November 10, 2003 and,
in certain circumstances, are subject to amendment or to redemption at $.001 per
Right by a majority of the directors of the Company. The adoption of the
Giga-tronics Rights Plan does not weaken the financial strength of the Company
or interfere with its business plans. The issuance alone of the Rights has no
dilutive effect and will not affect earnings per share or change the way in
which you can presently trade the Company's shares.

In declaring the Rights, we have expressed our confidence in the future and our
determination that you, our Shareholders, be given every opportunity to
participate fully in that future. You can be assured that we will continue to
take all appropriate measures to enhance Shareholder values and to protect your
interests in those values. On behalf of the Board of Directors,


                                       -----------------------------------------
                                       George H. Bruns, Jr.
                                       Chairman of the Board and Chief 
                                       Executive Officer