1996 AMENDMENT TO OPTION PLAN

Published on February 6, 1997



Exhibit 10.2

[Amendment to Option Plan]


NOTICE
OF
ANNUAL MEETING OF SHAREHOLDERS
OF
EMCORE CORPORATION

TO THE SHAREHOLDERS OF EMCORE CORPORATION:

An Annual Meeting of the Shareholders of EMCORE Corporation (the "Company")
will be held at the offices of EMCORE Corporation, 394 Elizabeth Avenue,
Somerset, NJ 08873-1214 at 10:00 a.m. on Tuesday, April 30, 1996, to consider
and act upon the following matters:

A) To elect six (6) directors. It is anticipated that the following
individuals will be
nominated:



1) Thomas Russell, Ph.D. 4) Norman E. Schumaker, Ph.D.
2) Howard R. Curd 5) Reuben F. Richards, Jr.
3) Howard Curd, Jr. 6) Thomas G. Werthan

Chairman & Chief Executive Officer
President & Chief Operating Officer
Vice President - Finance


B) To increase the pool of Incentive Stock options to 2.2 million shares
from 1. 1 million.

At the time of the meeting the Company shall consider and act upon any
other business as may properly come before the meeting.

Only shareholders of record on the close of business on April 29, 1996,
are entitled to Notice of and to vote at this meeting. Shareholders may
vote in person or by this attached proxy; however, all proxies must be in
writing and signed by a shareholder of record.

By Order of the Board of Directors
Thomas G. Werthan, Secretary



PROXY
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
APRIL 30, 1996 -- 10:00 AM
AT
EMCORE

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


The undersigned hereby appoints NORMAN E. SCHUMAKER AND THOMAS G. WERTHAN and
each of them, as proxies of the undersigned, with full power of substitution
and revocation to represent and vote in the manner specified herein, at the
annual meeting of shareholders to be held on the above date and any
adjournments thereof, all shares of EMCORE Corporation that the undersigned
would be entitled to above if personally present.

The shares represented by this proxy, when properly signed, will be voted in
the manner specified by the shareholder. If no specification is made, the
shares will be voted FOR each item. The proxy holders are authorized to vote
in their discretion on any other matters which may properly be brought before
the meeting.

The Board of Directors recommends a vote FOR each nominee, and approval of the
1995 Stock Plan Amendment.


Election of Directors:

FOR AGAINST ABSTAIN
Thomas J. Russell, Ph.D. _____ _____ _____

Howard R. Curd _____ _____ _____

Howard F. Curd _____ _____ _____

Reuben F. Richards, Jr. _____ _____ _____

Norman E. Schumaker, Ph.D. _____ _____ _____

Thomas G. Werthan _____ _____ _____

1995 EMCORE Incentive
Stock Option Amendment _____ _____ _____



Date:__________________ Signature:_________________________

Name:______________________________