The Atmospheric Neutral Density Experiment (ANDE) is a low cost mission proposed by the Naval Research Laboratory to demonstrate a method to monitor the thermospheric neutral density at an altitude of 400 km. The primary mission objective is to provide total neutral density along the orbit for improved orbit determination of resident space objects. The ANDE mission also serves as a test platform for a new space-to-ground optical communications technique, the Modulating Retro-reflector Array in Space (MODRAS) experiment. Both are sponsored in part by the Department of Defense Space Test Program.The mission consists of two spherical spacecraft fitted with retro-reflectors for satellite laser ranging (SLR). One spacecraft is completely passive; the other carries three active instruments; a miniature Wind And Temperature Spectrometer (WATS) to measure atmospheric composition, cross-track winds and neutral temperature; a Global Positioning Sensor (GPS); and a Thermal Monitoring System (TMS) to monitor the temperature of the sphere. A design requirement of the active satellite is to telemeter the data to the ground without external protrusions from the spherical spacecraft (i.e. an antenna). The active satellite will be fitted with the MODRAS system, which is an enabling technology for the ANDE mission. The MODRAS system consists of a set of multiple quantum well (MQW) modulating retro-reflectors coupled with an electronics package, which will telemeter data to the ground by modulating the reflected light from laser interrogation beam. This paper presents a mission overview and emphasis will be placed on the design, optical layout, performance, ground station, and science capabilities of the combined missions.