EXHIBIT 99.(a)(2)

                                 ADAPTEC, INC.
                         FORM OF LETTER OF TRANSMITTAL

PARTICIPATION INSTRUCTIONS:

1.  COMPLETE THIS FORM, SIGN IT, AND FAX IT TO ADAPTEC STOCK ADMINISTRATION AT
    (408) 957-6715 OR DELIVER IT TO ADAPTEC, INC., STOCK ADMINISTRATION, MS 24,
    691 S. MILPITAS BLVD., MILPITAS, CALIFORNIA 95035, AS SOON AS POSSIBLE, BUT
    IN ANY EVENT, BEFORE 9:00 P.M., PACIFIC DAYLIGHT TIME, ON JUNE 21, 2001.

2.  ENSURE THAT YOU RECEIVE CONFIRMATION OF RECEIPT FROM ADAPTEC STOCK
    ADMINISTRATION WITHIN THREE BUSINESS DAYS. NOTE THAT EMPLOYEES WHO RETURN
    FORMS AFTER JUNE 19, 2001 MAY NOT RECEIVE TIMELY CONFIRMATION.

    I am an employee of Adaptec, Inc. (the "Company"). I have received and read
the Offer to Exchange including the Summary Term Sheet. I understand that I may
cancel any options having an exercise price above $15.00 per share under the
Adaptec, Inc. 1990 Stock Plan, the Adaptec, Inc. 1999 Stock Plan and the
Adaptec, Inc. 2000 Nonstatutory Stock Option Plan (collectively, the "Plans"). I
also understand that if I cancel any of these options, I must cancel all options
granted on or after December 20, 2000, regardless of exercise price. In return,
I will be granted a new nonqualified option no earlier than the date that is six
months and one day following the date the Company cancels the options accepted
for exchange (the "replacement grant date"), PROVIDED THAT I AM STILL EMPLOYED
BY THE COMPANY ON THAT DATE. The number of shares subject to my new option will
be equal to the number of shares subject to the options I elected to cancel,
subject to adjustments for any stock splits, stock dividends and similar events.
The exercise price of the new option will be equal to the closing price of the
Company's common stock on the business day before the replacement grant date as
reported by the Nasdaq National Market. The new option will be vested to the
same degree that my cancelled options were vested, with the unvested portion of
my new option vesting in equal installments on a quarterly basis over two years
following the replacement grant date.

    I understand that my employment with Adaptec is on an at-will basis and that
nothing in the Offer to Exchange modifies or changes that, and that if my
employment with Adaptec or one of its subsidiaries is terminated by me or
Adaptec voluntarily, involuntarily, or for any reason or no reason, before my
new option is granted, I will not have a right to any stock options that were
previously cancelled, and I will not have a right to the grant that I would have
been eligible to receive on the replacement grant date. I further understand
that in the event of a change of control of Adaptec occurring before the
replacement grant date, it is possible that I will not receive a replacement
option, securities of the surviving corporation or other consideration in
exchange for my cancelled options.

    I also understand that except for the exercise price, the change in vesting
described above and status as a nonqualified stock option for cancelled
incentive stock options, the terms and conditions of the new options will be
substantially similar to the cancelled options. I understand that the new option
will have a new ten-year term starting on the replacement grant date.

    I further understand that I will not be eligible to receive any other stock
options until the replacement grant date.

    I recognize that, under certain circumstances stated in the Offer to
Exchange, the Company may terminate or amend the new grant program and postpone
its acceptance and cancellations of any options elected for exchange. In such
event, I understand that the options delivered with this letter of transmittal
but not accepted for exchange will be returned to me.

(INDIVIDUAL OPTIONEE INFORMATION PROVIDED HERE)

I have reviewed the list of my options shown above and I hereby elect to cancel
and give up my entire ownership interest in the options I have marked with a
"X". Additionally, pursuant to the terms and subject to the conditions of the
Offer to Exchange and this Letter of Transmittal, I hereby elect to cancel all
options granted after December 20, 2000. I understand they will become null and
void on the date the Company accepts my options for exchange. I acknowledge that
this election is entirely voluntary. I ALSO ACKNOWLEDGE THAT I WILL BE UNABLE TO
REVOKE THIS LETTER OF TRANSMITTAL AFTER 9:00 P.M., PACIFIC DAYLIGHT TIME, ON
JUNE 21, 2001.

                                            
Date:
                                               Signature of Optionee

                                               Name of Optionee

                                               Country where employed

                                               Social Security Number (U.S. employees only)