Exhibit 99.2

To all AMCC Employees:

   Today AMCC announced our plan to implement a voluntary Stock Option Exchange
Program, which we anticipate will commence later this month. The commencement
of this Program will be an opportunity for all eligible employees who hold
stock options to exchange stock options with an exercise price equal to or
greater than $20.00 per share for replacement options covering the same number
of shares.

   In light of the decline in the price of our common stock, AMCC's management
recognizes that many of your outstanding options have exercise prices
significantly higher than the price at which our stock is trading today. As a
result, this has reduced the potential value of your options and our equity
compensation program. The design of this Program may provide you with the
benefit of options that over time may have greater potential to increase in
value.

   This voluntary Program is not a stock option re-pricing. A re-pricing would
force the Company to take a significant charge to earnings against any future
appreciation on the repriced options. This Program is very similar to programs
offered by several of our customers and competitors to their employees.

   Beginning on Monday, October 22, a preliminary version of the Offer to
Exchange relating to the Program will be available on the AMCC intranet located
at the following link: http://cww/Stock/. Although this document is preliminary
and subject to change before the commencement of the Program, you should review
it carefully as it will provide you with detailed information as to how the
Program will work. Choosing to participate in the Program when it commences
will be a decision that you need to make based on your personal financial
situation and goals. Before making this decision, you should review the final
version of the Offer to Exchange in detail.

   Our Stock Administration Department will be holding a series of meetings
throughout the company (and video or audio presentations around the world)
beginning next Monday to further explain the Program and address your
questions. I encourage you to attend these meetings and hold your questions
until that time.

   The following is a schedule outlining the times, dates and locations of
these meetings:

   Monday, October 22:

       7:00-8:00 am in Oberlin cafeteria

       10:00-11:00 am in Sequence cafeteria (available via teleconference in
       Irvine, Andover, New Hampshire and Chicago)

       2:00-3:00 pm in Sequence cafeteria (available via teleconference in
       Minneapolis and Ft. Collins)

   Tuesday, October 23:

       6:30-7:30 am in Oberlin cafeteria

       8:00-9:00 am in Sequence cafeteria (available via teleconference in
       Pennsylvania, New Jersey, and Texas sales offices)

       1:30-2:30 pm in Sunnyvale (available via teleconference and/or video
       feed in Raleigh)

       3:00-4:00 pm in Oberlin cafeteria

       6:00-7:00 pm in Sequence cafeteria (available via teleconference in all
       Asian sales offices)

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   Wednesday, October 24:

       6:00-7:00 am (available via teleconference in Ottawa, UK and Europe
       sales offices and the Israeli Design Center)

       10:00-11:00 am in Sequence cafeteria (available via teleconference in
       miscellaneous locations if necessary)

   Thursday, October 25:

       6:00-7:00 am in Sequence cafeteria

       6:00-7:00 pm in Sequence cafeteria

   We hope that you will find this Program meaningful and equitable. Thank you
for your contributions to the Company's future success!

                                          Sincerely,
                                          Dave

   WE HAVE NOT COMMENCED THE OFFER TO EXCHANGE THAT IS REFERRED TO IN THIS
COMMUNICATION. UPON THE COMMENCEMENT OF THE OFFER TO EXCHANGE, WE WILL FILE
WITH THE SECURITIES AND EXCHANGE COMMISSION A COMPLETED SCHEDULE T/O AND
RELATED EXHIBITS AND DOCUMENTS, INCLUDING THE OFFER TO EXCHANGE. ALL AMCC
OPTIONHOLDERS ELIGIBLE TO PARTICIPATE IN THE OFFER TO EXCHANGE ARE STRONGLY
ENCOURAGED TO READ THE SCHEDULE T/O AND RELATED EXHIBITS AND DOCUMENTS,
INCLUDING THE OFFER TO EXCHANGE, WHEN THEY BECOME AVAILABLE. THESE DOCUMENTS
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER TO EXCHANGE. THE SCHEDULE
T/O AND RELATED EXHIBITS AND DOCUMENTS WILL BE AVAILABLE WITHOUT CHARGE AT THE
SECURITIES AND EXCHANGE COMMISSION WEBSITE AT WWW.SEC.GOV AND WILL BE AVAILABLE
WITHOUT CHARGE FROM US TO ALL AMCC OPTIONHOLDERS ELIGIBLE TO PARTICIPATE IN THE
OFFER TO EXCHANGE.

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