UNITED
        STATES
 
 SECURITIES
        AND EXCHANGE COMMISSION
 
 WASHINGTON,
        D.C. 20549
 
 FORM
        10-Q




/x/QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 1, 2005.Or/
                /TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________
                TO
                ____________.Commission
                File No. 0-25662**ANADIGICS,
                Inc.**(Exact
                name of registrant as specified in its charter)Delaware
            22-2582106(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)141
                Mt. Bethel Road, Warren, New Jersey
            07059(Address
                of principal executive offices)
            (Zip
                Code)(908)
                668-5000(Registrant's
                telephone number, including area
                code)








Indicate
      by check mark whether the Registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the Registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes [ X ] No [ ]





Indicate
      by check mark whether the Registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Act). Yes [ X ] No [ ]





Indicate
      by check mark whether the Registrant is a shell company (as defined in Rule
      12b-2 of the Act). Yes [ ] No [ X ]





The
      number of shares outstanding of the Registrant’s common stock as of October 1,
      2005 was 34,189,180 (excluding 113,761 shares held in treasury).











INDEX





ANADIGICS,
      Inc.





PART
                I
            Financial
                InformationItem
                1.
            Financial
                Statements (unaudited)Condensed
                consolidated balance sheets - October 1, 2005 and December 31,
                2004.Condensed
                consolidated statements of operations and comprehensive loss - Three
                and
                nine months ended October 1, 2005 and October 2, 2004.Condensed
                consolidated statements of cash flows - Nine months ended October
                1, 2005
                and October 2, 2004.Notes
                to condensed consolidated financial statements - October 1,
                2005.Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations.Item
                3.
            Quantitative
                and Qualitative Disclosures About Market RiskItem
                4.
            Controls
                and ProceduresPART
                II.
            Other
                InformationItem
                1.
            Legal
                ProceedingsItem
                2.
            Unregistered
                Sales of Equity Securities and Use of ProceedsItem
                5.
            Other
                InformationItem
                6.
            ExhibitsSignatures






























































PART
      I -
      FINANCIAL INFORMATION





ITEM
      1.  FINANCIAL
      STATEMENTS (UNAUDITED)





ANADIGICS,
      Inc.





CONDENSED
      CONSOLIDATED BALANCE SHEETS





(AMOUNTS
      IN THOUSANDS)





October
                1, 2005
            
            
            December
                31, 2004(unaudited)
            
            
            (Note
                1
            )ASSETSCurrent
                assets:Cash
                and cash equivalents
            
            $
            10,727
            
            $
            11,171Marketable
                securities
            
            
            71,829
            
            
            63,615Accounts
                receivable, net
            
            
            17,816
            
            
            10,770Inventories
            
            
            13,073
            
            
            14,436Prepaid
                expenses and other current assets
            
            
            2,674
            
            
            3,073Total
                current assets
            
            
            116,119
            
            
            103,065Marketable
                securities
            
            
            4,614
            
            
            29,265Property
                and equipment:Equipment
                and furniture
            
            
            130,915
            
            
            132,864Leasehold
                improvements
            
            
            38,748
            
            
            38,774Projects
                in process
            
            
            63
            
            
            1,341169,726
            
            
            172,979Less
                accumulated depreciation and amortization
            
            
            (134,714
            )
            
            (129,941
            )35,012
            
            
            43,038Goodwill
                and other intangibles, net of amortization
            
            
            6,079
            
            
            6,297Other
                assets
            
            
            3,188
            
            
            4,230Total
                assets
            
            $
            165,012
            
            $
            185,895LIABILITIES
                AND STOCKHOLDERS’ EQUITYCurrent
                liabilities:Accounts
                payable
            
            $
            14,170
            
            $
            8,021Accrued
                liabilities
            
            
            3,681
            
            
            4,783Accrued
                restructuring costs
            
            
            52
            
            
            726Capital
                lease obligations
            
            
            -
            
            
            18Total
                current liabilities
            
            
            17,903
            
            
            13,548Long-term
                debt
            
            
            84,700
            
            
            84,700Other
                long-term liabilities
            
            
            3,132
            
            
            3,032Commitments
                and contingenciesStockholders’
                equity:Common
                stock, $0.01 par value, 144,000 shares authorized, 34,303 and 33,072
                issued at October 1, 2005 and December 31, 2004
            
            
            343
            
            
            331Additional
                paid-in capital
            
            
            346,927
            
            
            343,594Deferred
                compensation
            
            
            (2,054
            )
            
            (861
            )Accumulated
                deficit
            
            
            (285,283
            )
            
            (257,963
            )Accumulated
                other comprehensive loss
            
            
            (398
            )
            
            (486
            )Treasury
                stock at cost: 114 shares
            
            
            (258
            )
            
            -Total
                stockholders’ equity
            
            
            59,277
            
            
            84,615Total
                liabilities and stockholders’ equity
            
            $
            165,012
            
            $
            185,895
































See
      accompanying notes.











ANADIGICS,
      Inc.





CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS





(AMOUNTS
      IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)








Three
                months ended
            
            Nine
                months endedOctober
                1, 2005
            
            
            October
                2, 2004
            
            
            October
                1, 2005
            
            
            October
                2, 2004(unaudited)
            
            
            (unaudited
            )
            
            (unaudited
            )
            
            (unaudited
            )Net
                sales
            
            $
            29,264
            
            $
            25,053
            
            $
            74,980
            
            $
            68,935Cost
                of sales
            
            
            22,691
            
            
            19,811
            
            
            61,454
            
            
            58,193Gross
                profit
            
            
            6,573
            
            
            5,242
            
            
            13,526
            
            
            10,742Research
                and development expenses
            
            
            7,491
            
            
            7,884
            
            
            22,727
            
            
            25,652Selling
                and administrative expenses
            
            
            5,234
            
            
            5,482
            
            
            16,292
            
            
            17,371Restructuring
                and other charges
            
            
            -
            
            
            -
            
            
            (120
            )
            
            -Operating
                loss
            
            
            (6,152
            )
            
            (8,124
            )
            
            (25,373
            )
            
            (32,281
            )Interest
                income
            
            
            607
            
            
            469
            
            
            1,783
            
            
            1,679Interest
                expense
            
            
            (1,250
            )
            
            (955
            )
            
            (3,748
            )
            
            (2,835
            )Gain
                on repurchase of Convertible notes
            
            
            -
            
            
            327
            
            
            -
            
            
            327Other
                income (expense)
            
            
            15
            
            
            (36
            )
            
            18
            
            
            308Net
                loss
            
            $
            (6,780
            )
            $
            (8,319
            )
            $
            (27,320
            )
            $
            (32,802
            )Basic
                and diluted loss per share
            
            $
            (0.20
            )
            $
            (0.25
            )
            $
            (0.81
            )
            $
            (1.02
            )Weighted
                average common and dilutive securities outstanding
            
            
            34,067
            
            
            32,770
            
            
            33,872
            
            
            32,252











CONDENSED
      CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS





(AMOUNTS
      IN THOUSANDS)





Three
                months ended
            Nine
                months endedOctober
                1, 2005
            
            
            October
                2, 2004
            
            
            October
                1, 2005
            
            
            October
                2, 2004(unaudited)
            
            
            (unaudited
            )
            
            (unaudited
            )
            
            (unaudited
            )Net
                loss
            
            $
            (6,780
            )
            $
            (8,319
            )
            $
            (27,320
            )
            $
            (32,802
            )Unrealized
                gain (loss) on marketable securities
            
            
            66
            
            
            86
            
            
            152
            
            
            (421
            )Foreign
                currency translation adjustment
            
            
            (4
            )
            
            3
            
            
            (64
            )
            
            (13
            )Reclassification
                adjustment:Net
                realized (gain) loss previously recognized in other comprehensive
                income
            
            
            -
            
            
            -
            
            
            -
            
            
            (19
            )Comprehensive
                loss
            
            $
            (6,718
            )
            $
            (8,230
            )
            $
            (27,232
            )
            $
            (33,255
            )


























See
      accompanying notes.














ANADIGICS,
      Inc.





CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS





(AMOUNTS
      IN THOUSANDS)





Nine
                months endedOctober
                1, 2005
            
            
            October
                2, 2004(unaudited)
            
            
            (unaudited
            )CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (27,320
            )
            $
            (32,802
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
            
            
            8,332
            
            
            11,904Amortization
            
            
            1,308
            
            
            1,126Stock-based
                compensation
            
            
            2,053
            
            
            313Gain
                on repurchase of Convertible notes
            
            
            -
            
            
            (327
            )Amortization
                of premium on marketable securities
            
            
            999
            
            
            1,654Gain
                on disposal of equipment
            
            
            (1
            )
            
            -Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            (7,046
            )
            
            (2,455
            )Inventories
            
            
            1,363
            
            
            (6,422
            )Prepaid
                expenses and other assets
            
            
            389
            
            
            (295
            )Accounts
                payable
            
            
            6,149
            
            
            2,662Accrued
                liabilities and other liabilities
            
            
            (1,715
            )
            
            (1,880
            )Net
                cash used in operating activities
            
            
            (15,489
            )
            
            (26,522
            )CASH
                FLOWS FROM INVESTING ACTIVITIESPurchases
                of plant and equipment
            
            
            (420
            )
            
            (2,889
            )Proceeds
                from sale of equipment
            
            
            53
            
            
            50Purchases
                of marketable securities
            
            
            (43,291
            )
            
            (32,636
            )Proceeds
                from sale of marketable securities
            
            
            58,880
            
            
            50,109Business
                acquisitions
            
            
            -
            
            
            (55
            )Net
                cash provided by investing activities
            
            
            15,222
            
            
            14,579CASH
                FLOWS FROM FINANCING ACTIVITIESPayment
                of capital lease obligations
            
            
            (18
            )
            
            (50
            )Proceeds
                from issuance of long-term debt, net of offering costs
            
            
            -
            
            
            35,895Repurchase
                of Convertible notes
            
            
            -
            
            
            (19,400
            )Issuance
                of common stock
            
            
            99
            
            
            1,299Repurchase
                of common stock into treasury
            
            
            (258
            )
            
            -Net
                cash (used in) provided by financing activities
            
            
            (177
            )
            
            17,744Net
                (decrease)increase in cash and cash equivalents
            
            
            (444
            )
            
            5,801Cash
                and cash equivalents at beginning of period
            
            
            11,171
            
            
            18,525Cash
                and cash equivalents at end of period
            
            $
            10,727
            
            $
            24,326










































































See
      accompanying notes.











ANADIGICS,
      Inc.





NOTES
      TO
      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - OCTOBER 1,
      2005





(AMOUNTS
      IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)








1.  SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES





BASIS
      OF
      PRESENTATION





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with accounting principles generally accepted in the
      United States for interim financial information and with the instructions to
      Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
      all
      of the information and footnotes required by accounting principles generally
      accepted in the United States for complete financial statements. In the opinion
      of management, all adjustments (consisting of normal recurring accruals and
      adjustments) considered necessary for a fair presentation have been included.
      Operating results for the three and nine month periods ended October 1, 2005
      are
      not necessarily indicative of the results that may be expected for the year
      ending December 31, 2005.





The
      condensed consolidated balance sheet at December 31, 2004 has been derived
      from
      the audited financial statements at that date but does not include all the
      information and footnotes required by accounting principles generally accepted
      in the United States for complete financial statements. For further information,
      refer to the consolidated financial statements and footnotes thereto included
      in
      the Company’s Annual Report on Form 10-K for the year ended December 31,
      2004.





The
      condensed consolidated financial statements include the accounts of the Company
      and its wholly-owned subsidiaries. All significant intercompany accounts and
      transactions have been eliminated in consolidation.





INCOME
      TAXES





The
      Company maintains a full valuation allowance on its deferred tax assets.
      Accordingly, the Company has not recorded a benefit for income
      taxes.




IMPACT
      OF
      RECENTLY ISSUED ACCOUNTING STANDARDS





In
      November 2004,
      the Financial Accounting Standards Board issued Statement No. 151 (FAS 151),
      Inventory Costs, an amendment of Accounting Research Bulletin No. 43 (ARB No.
      43), Chapter 4. FAS 151 clarifies that abnormal amounts of idle facility
      expense, freight, handling costs and wasted materials should be recognized
      as
      current period charges. In addition, FAS 151 requires that allocation of fixed
      production overhead to inventory be based on the normal capacity of the
      production facilities. FAS 151 is effective for inventory costs incurred during
      fiscal years beginning after June 15, 2005. The Company currently believes
      that
      the adoption of FAS 151 will not have a material impact on its consolidated
      financial statements.





In
      December 2004,
      the Financial Accounting Standards Board issued Statement No. 123(R) (FAS 123R),
      Share-Based Payment, amending FAS 123 and requiring that all share-based
      payments to employees be recognized in the financial statements. Generally,
      the
      approach to accounting for share-based payments in FAS 123R is similar to the
      approach described in FAS 123, however, pro forma footnote disclosure will
      no
      longer be an alternative to financial statement recognition. In April 2005,
      the
      SEC deferred the implementation date of FAS 123R. As a result, the Company
      plans
      to adopt FAS 123R effective January 1, 2006 rather than the initial
      implementation date of July 1, 2005, using the modified-prospective transition
      method described in FAS 123R. Under this method, the Company will be required
      to
      recognize compensation expense over the remaining vesting period for all awards
      that remain unvested as of January 1, 2006. As permitted by FAS 123, the Company
      currently accounts for share-based payments to employees using the intrinsic
      value method of APB 25 (as defined below) and, as such, generally recognizes
      no
      compensation cost for employee stock options. The Company believes based on
      the
      level of share-based payments previously granted and unvested and Employee
      stock
      purchase plan (ESPP) participation, that the adoption of FAS 123R will not
      have
      a material effect on its financial position, results of operations or cash
      flows. However, the level of future equity based compensation grants and ESPP
      participation could have a material effect on amounts recorded in the statement
      of operations.





STOCK-BASED
      COMPENSATION




As
      permitted by FAS
      123, the Company has elected to follow the intrinsic value method under
      Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
      Employees (APB 25) and related interpretations in accounting for its employee
      stock option plans. Under APB 25, no compensation expense is recognized at
      the
      time of option grant if the exercise price of the Company’s employee stock
      option is fixed and equals or exceeds the fair market value of the underlying
      common stock on the date of grant.




The
      following table
      illustrates the effect on net loss and loss per common share as if the Company
      had applied the fair value method to measure stock-based compensation, required
      under the disclosure provisions of FAS 123:








Three
                months ended
            Nine
                months endedOctober
                1, 2005
            
            
            October
                2, 2004
            
            
            October
                1, 2005
            
            
            October
                2, 2004Net
                loss, as reported
            
            $
            (6,780
            )
            $
            (8,319
            )
            $
            (27,320
            )
            $
            (32,802
            )Stock
                based compensation included in reported net loss
            
            
            622
            
            
            294
            
            
            2,053
            
            
            313Stock
                based compensation expense under fair value reporting
            
            
            (1,049
            )
            
            (2,051
            )
            
            (2,958
            )
            
            (5,628
            )Pro-forma
                net loss
            
            $
            (7,207
            )
            $
            (10,076
            )
            $
            (28,225
            )
            $
            (38,117
            )Basic
                and diluted loss per share:As
                reported
            
            $
            (0.20
            )
            $
            (0.25
            )
            $
            (0.81
            )
            $
            (1.02
            )Pro-forma
            
            $
            (0.21
            )
            $
            (0.31
            )
            $
            (0.83
            )
            $
            (1.18
            )





On
      July 3, 2003, the
      Company announced a voluntary stock option exchange program for employees and
      officers. Directors of the Company were not eligible for the exchange program.
      Pursuant to the terms and conditions of the offer, which expired on August
      4,
      2003, the Company accepted for cancellation options to purchase 1,674 shares
      of
      common stock having a weighted average exercise price of $19.49. On February
      6,
      2004, participating employees were issued 552 stock options, under this one
      for
      three exchange program, for the cancelled options. The new options have an
      exercise price equal to $7.27, which represented the fair market value at the
      date of grant and are now fully vested.





On
      December 22, 2004, the
      Company authorized the immediate vesting of eligible employees’ unvested share
      options with an exercise price greater than $5.00 per share. Directors were
      not
      eligible. In total, 1,772 options with an average exercise price of $7.26
      immediately vested and have an average remaining contractual life of 9.1 years.
      The unamortized fair value associated with these accelerated-vest shares in
      the
      amount of $2,654 amortized immediately. Had the accelerated-vest program not
      occurred, the related cost in the years ended December 31, 2005, 2006 and 2007
      would have included $1,846, $751 and $57, respectively. In addition to its
      employee-retention value, the Company’s decision to accelerate the vesting of
      these “out-of-the-money” options was based upon the accounting of such costs
      moving from disclosure-only in 2004 to being included in the Company’s statement
      of operations in 2005 based upon the Company’s expected adoption of FAS 123R
      prior to its required adoption date being deferred.




In
      year 2004 and nine
      months ended October 1, 2005, the Company granted restricted shares under the
      1995 Long Term Incentive and Share Award Plan (the “1995 Plan”), 1997 Long Term
      Incentive and Share Award Plan for Employees (the “1997 Plan”) and the 2005 Long
      Term Incentive and Share Award Plan (the “2005 Plan”, and together with the 1995
      Plan and the 1997 Plan, the “Plans”). The value of the grants have been recorded
      as deferred compensation, a component of Stockholders’ Equity and amortized over
      their respective vest life. Restricted share grant activity is illustrated
      below:




As
                  of October 1, 2005Grant
                  date
              
              
              Plan
                  Type
              
              
              Shares
                  granted
              
              
              Grant
                  market price
              
              
              Vest
                  condition
              
              
              Shares
                  forfeited
                to
                  date
              
              
              Shares
                  vested*July
                  23, 2004
              
              
              1995
                  Plan
              
              
              67
              
              $
              4.01
              
              
              1
                  year
              
              
              -
              
              
              67July
                  23, 2004
              
              
              1997
                  Plan
              
              
              336
              
              
              4.01
              
              
              1
                  year
              
              
              47
              
              
              289January
                  21, 2005
              
              
              1995
                  Plan
              
              
              191
              
              
              3.26
              
              
              3
                  years
              
              
              -
              
              
              -January
                  25, 2005
              
              
              1995
                  Plan
              
              
              11
              
              
              3.03
              
              
              1
                  year
              
              
              -
              
              
              -February
                  4, 2005
              
              
              1995
                  Plan
              
              
              149
              
              
              2.65
              
              
              1
                  year
              
              
              17
              
              
              -February
                  4, 2005
              
              
              1995
                  Plan
              
              
              666
              
              
              2.65
              
              
              3
                  years
              
              
              68
              
              
              -August
                  1, 2005
              
              
              2005
                  Plan
              
              
              15
              
              
              2.54
              
              
              3
                  years
              
              
              -
              
              
              -August
                  4, 2005
              
              
              2005
                  Plan
              
              
              271
              
              
              2.60
              
              
              1
                  year
              
              
              1
              
              
              -
 *
        Of the
        356 restricted shares which have fully vested, 114 shares were repurchased
        by
        the Company, as Treasury stock, from the employees and officers to fund
        withholding tax obligations.





WARRANTY





Based
      on
      the examination of historical returns and other information it deems critical,
      the Company estimates that a current charge to income will need to be provided
      in order to cover future warranty obligations for products sold during the
      year.
      The accrued liability for warranty costs is included in Accrued liabilities
      in
      the condensed consolidated balance sheets.  Warranty
      reserve movements in the nine months ended October 1, 2005 included $278 in
      actual charges and $455 in provisions resulting in the balance of $336 at
      October 1, 2005. Warranty reserve movements in the nine months ended October
      2,
      2004 included $301 in actual charges and $363 in additional
      provisions.





RECLASSIFICATIONS





Certain
      prior year amounts have been reclassified to conform to the current year
      presentation.




2.
      BUSINESS ACQUISITIONS





On
      March 31, 2003,
      the Company acquired certain assets and liabilities of the WLAN power amplifier
      business of RF Solutions (“RFS”). The RFS acquisition was a strategic initiative
      that allows the Company to participate in the WLAN market with a depth of
      experienced design personnel and cutting-edge products. The Company paid cash
      purchase consideration on March 31, 2003 of $2,800 and issued 747 shares
      effective March 31, 2004, valued at $4,648 after RFS achieved certain revenue
      milestones. In addition, the Company incurred $217 in acquisition-related costs.





3.  INVENTORIES





Inventories
      are stated at the lower of cost (first-in, first-out method) or market.
      Inventories consist of the following:





October
                1, 2005
            
            December
                31, 2004Raw
                materials
            
            $
            3,250
            
            $
            3,510Work
                in process
            
            
            8,874
            
            
            9,026Finished
                goods
            
            
            3,976
            
            
            5,97416,100
            
            
            18,510Reserves
            
            
            (3,027
            )
            
            (4,074
            )Total
            
            $
            13,073
            
            $
            14,436




4.  LOSS
      PER
      SHARE





The
      reconciliation of shares used to calculate basic and diluted loss per share
      consists of the following:





Three
                months ended
            Nine
                months endedOctober
                1, 2005
            
            
            October
                2, 2004
            
            
            October
                1, 2005
            
            
            October
                2, 2004Weighted
                average common shares outstanding used to calculate basic loss per
                share
            
            
            34,067
            
            
            32,770
            
            
            33,872
            
            
            32,252Net
                effect of dilutive securities based upon the treasury stock method
                using
                an average market price
            
            
            -*
            
            
            -*
            
            
            -*
            
            
            -*Weighted
                average common and dilutive securities outstanding used to calculate
                diluted loss per share
            
            
            34,067
            
            
            32,770
            
            
            33,872
            
            
            32,252





*
      Any
      dilution arising from the Company's outstanding stock options or shares
      potentially issuable upon conversion of the 2006 Notes (see Note 7) and 2009
      Notes (see Note 7) are not included as their effect is anti-dilutive.




5.  REVENUE
      SOURCES





The
      Company classifies its revenues based upon the end application of the product
      in
      which its integrated circuits are used. Net sales by end application are
      regularly reviewed by the chief operating decision maker and are as
      follows:





Three
                months ended
            Nine
                months endedOctober
                1, 2005
            
            
            October
                2, 2004
            
            
            October
                1, 2005
            
            
            October
                2, 2004Broadband
            
            $
            14,846
            
            $
            13,055
            
            $
            40,087
            
            $
            35,146Wireless
            
            
            14,418
            
            
            11,998
            
            
            34,893
            
            
            33,789Total
            
            $
            29,264
            
            $
            25,053
            
            $
            74,980
            
            $
            68,935





The
      Company primarily sells to three geographic regions: Asia, USA and Canada,
      and
      Other. The geographic region is determined by the destination of the shipped
      product. Net sales to each of the three geographic regions are as
      follows:





Three
                months ended
            
            Nine
                months endedOctober
                1, 2005
            
            
            October
                2, 2004
            
            
            October
                1, 2005
            
            
            October
                2, 2004Asia
            
            $
            14,960
            
            $
            13,080
            
            $
            40,317
            
            $
            37,395USA
                and Canada
            
            
            11,559
            
            
            9,923
            
            
            28,550
            
            
            26,448Other
            
            
            2,745
            
            
            2,050
            
            
            6,113
            
            
            5,092Total
            
            $
            29,264
            
            $
            25,053
            
            $
            74,980
            
            $
            68,935








6.
      RESTRUCTURING AND OTHER CHARGES





During
      the fourth quarter
      of 2003, the Company recorded restructuring and other charges of $300 associated
      with obligations for certain redundant leasehold premises. Those obligations
      were settled during the first quarter of 2005 resulting in a savings to the
      Company of $120. During the first nine months of 2005, the Company recognized
      costs of $554 for lease-related restructuring costs in addition to the
      aforementioned $120 reduction to the accrued restructuring balance. As of
      October 1, 2005, the accrued restructuring balance of $52 relates to
      lease-related obligations.




7.
      LONG-TERM DEBT





On
      September 24, 2004,
      the Company issued $38,000 aggregate principal amount of 5% Convertible Senior
      Notes (“2009 Notes”) due October 15, 2009. The 2009 Notes are convertible into
      shares of the Company’s common stock at any time prior to their maturity, at an
      initial conversion rate, subject to adjustment, of 200 shares for each $1,000
      principal amount, which is equivalent to a conversion price of $5.00 per share.
      Interest on the 2009 Notes is payable semi-annually in arrears on April 15
      and
      October 15 of each year.





On
      November 27, 2001, the
      Company issued $100,000 aggregate principal amount of 5% Convertible Senior
      Notes ("2006 Notes") due November 15, 2006. During the third quarter of 2002,
      the Company repurchased and retired $33,300 principal amount of the Convertible
      notes. In addition, in the third quarter of 2004 and concurrent with the
      issuance of the 2009 Notes, the Company repurchased and retired $20,000
      aggregate principal amount of the 2006 Notes for $19,758 in cash, inclusive
      of
      accrued interest of $358. The Company recognized a gain of $327 on the
      repurchase after adjusting for the write-off of a proportionate share of
      unamortized offering costs.  The
      $46,700 balance of 2006 Notes outstanding are convertible into shares of common
      stock at any time prior to their maturity or prior redemption by the Company.
      The notes are convertible into shares of common stock at a rate of 47.619 shares
      for each $1,000 principal amount (convertible at a price of $21.00 per share),
      subject to adjustment. Interest is payable semi-annually on May 15 and November
      15 of each year.





8.
      OTHER
      INCOME





Other
      income for the nine
      months ended October 2, 2004 includes income from a $368 gain on the sale of
      securities and a $490 settlement received in connection with a claim against
      a
      former supplier, partially offset by a charge of $750 relating to the settlement
      of a contractual claim.








ANADIGICS,
      Inc.





ITEM
      2.
      MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





INTRODUCTION





ANADIGICS,
      Inc. (“we” or the "Company") was incorporated in Delaware in 1984. Our corporate
      headquarters are located at 141 Mt. Bethel Road, Warren, New Jersey 07059,
      and
      our telephone number at that address is 908-668-5000.





We
      design
      and manufacture radio frequency integrated circuit (RFIC) solutions for the
      wireless and broadband communications markets. Our high frequency RFIC products
      enable manufacturers of communications equipment to enhance overall system
      performance and reduce manufacturing cost and time to market. Our products
      are
      primarily included in cellular and personal communications service (PCS) phones
      and base stations, wireless local area networks (WLANs), and cable television
      infrastructure and set-top boxes. We offer a broad array of products including
      amplifiers, switches, tuner integrated circuits, photodiodes and integrated
      RF
      modules. These integrated circuits perform the transmit and receive functions
      that are critical to the performance of wireless and broadband communication
      systems.





In
      the
      wireless market, we focus on RFIC solutions for wireless communication handset
      applications operating over various air interface standards, including Code
      Division Multiple Access (CDMA), Global System for Mobile communication (GSM),
      Wideband CDMA (WCDMA), General Packet Radio Service (GPRS) and Enhanced Data
      rate for GSM Evolution (EDGE). In the broadband markets, our focus is on
      applications for WLAN systems, cable television (CATV) subscriber products,
      CATV
      infrastructure systems, and fiber optic communications systems. We believe
      we
      have a competitive advantage in the markets we serve due to our design,
      development and applications expertise, our superior compound semiconductor
      technologies, our high-volume, low-cost state-of-the-art manufacturing processes
      and expertise, and our strong working relationships with leading original
      equipment manufacturers (OEMs), original design manufacturers (ODMs) and
      reference design houses.





We
      design, develop and manufacture RFICs primarily using Gallium Arsenide (GaAs)
      compound semiconductor substrates with various process technologies, Metal
      Semiconductor Field Effect Transistors (MESFET), Pseudomorphic High Electron
      Mobility Transistors (pHEMT), and Heterojunction Bipolar Transistors
      (HBT).





The
      quality and reliability of our products results from a comprehensive design,
      characterization, qualification, and robust manufacturing process. In addition
      to the manufacturing facility and design team located at our corporate
      headquarters in Warren, New Jersey, we operate a development center and
      manufacturing facility in Camarillo, California and development centers in
      Richardson, Texas; Atlanta, Georgia; Aalborg, Denmark; Taipei, Taiwan; Seoul,
      Korea and Shanghai, China.





Our
      design and applications engineering staff is strategically active and engaged
      with customers during all phases of design and production. This strategy helps
      our customers streamline their design process and time to market, achieve
      cost-effective and manufacturable designs, and ensure a smooth transition into
      high-volume production.





We
      have
      two company-owned fabrication facilities (fabs): a state-of-the-art six-inch
      diameter analog GaAs fab located at our corporate headquarters in Warren, New
      Jersey, and a two-inch diameter indium phosphide (InP) fab located in Camarillo,
      California. Our six-inch wafer fab allows us to produce, at a small incremental
      cost, more than twice the RF die per wafer compared with a four-inch wafer,
      still used by some of our competition. We believe our strong manufacturing
      fabrication capability, combined with logistics expertise and innovative product
      designs, allow us to quickly develop and manufacture products in line with
      market and customer requirements.





The
      Strategic Planning Committee of the Company's board of directors continues
      to
      assist the board in reviewing the Company’s long-term strategic plan and
      objectives, propose acquisition or joint venture candidates and propose possible
      divestitures, each with a view toward enhancing stockholder value.




RESULTS
      OF OPERATIONS





The
      following table sets forth unaudited consolidated statements of operations
      data
      as a percent of net sales for the periods presented:


Three
                months ended
            Nine
                months endedOctober
                1, 2005
            
            
            October
                2, 2004
            
            
            October
                1, 2005
            
            
            October
                2, 2004Net
                sales
            
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %Cost
                of sales
            
            
            77.5
            %
            
            79.1
            %
            
            82.0
            %
            
            84.4
            %Gross
                margin
            
            
            22.5
            %
            
            20.9
            %
            
            18.0
            %
            
            15.6
            %Research
                and development expenses
            
            
            25.6
            %
            
            31.4
            %
            
            30.3
            %
            
            37.2
            %Selling
                and administrative expenses
            
            
            17.9
            %
            
            21.9
            %
            
            21.7
            %
            
            25.2
            %Restructuring
                and other charges
            
            
            -
            
            
            -
            
            
            (0.2
            %)
            
            -Operating
                loss
            
            
            (21.0
            %)
            
            (32.4
            %)
            
            (33.8
            %)
            
            (46.8
            %)Interest
                income
            
            
            2.0
            %
            
            1.9
            %
            
            2.4
            %
            
            2.4
            %Interest
                expense
            
            
            (4.3
            %)
            
            (3.8
            %)
            
            (5.0
            %)
            
            (4.1
            )%Gain
                on repurchase of Convertible notes
            
            
            -
            
            
            1.3
            %
            
            -
            
            
            0.5
            %Other
                income (expense)
            
            
            0.1
            %
            
            (0.2
            )%
            
            -
            
            
            0.4
            %Net
                loss
            
            
            (23.2
            %)
            
            (33.2
            %)
            
            (36.4
            %)
            
            (47.6
            %)





THIRD
      QUARTER 2005 (ENDED OCTOBER 1, 2005) COMPARED TO THIRD QUARTER 2004 (ENDED
      OCTOBER 2, 2004)





NET
      SALES. ****** Net
      sales
      increased 16.8% during the third quarter of 2005 to $29.3 million from $25.1
      million in the third quarter of 2004. For the nine months ended October 1,
      2005,
      net sales were $75.0 million, an 8.8% increase from net sales of $68.9 million
      for the nine months ended October 2, 2004.





Sales
      of
      integrated circuits for Broadband applications increased 13.7% during the third
      quarter of 2005 to $14.8 million from $13.1 million in the third quarter of
      2004. For the nine months ended October 1, 2005, net sales of integrated
      circuits for Broadband applications increased 14.1% to $40.1 million from $35.1
      million in the nine-month period ended October 2, 2004. The increase in sales
      in
      the three and nine month periods ended October 1, 2005 as compared to prior
      periods was primarily due to an increase in demand for WLAN power amplifiers
      of
      $2.8 and $5.6 million, respectively. Partially offsetting the sales increase
      for
      the three month period ended October 1, 2005 as compared to the year-ago period
      were lower sales of integrated circuits shipped into cable infrastructure
      applications.





Sales
      of
      integrated circuits for Wireless applications increased 20.2% during the third
      quarter of 2005 to $14.4 million from $12.0 million in the third quarter of
      2004. For the nine months ended October 1, 2005, net sales of integrated
      circuits for Wireless applications increased 3.3% to $34.9 million from $33.8
      million in the nine-month period ended October 2, 2004. The increase in sales
      of
      integrated circuits for Wireless applications in the third quarter of 2005
      compared with the third quarter of 2004 was primarily due to higher GSM power
      amplifier sales of $4.6 million, which were partially offset by lower sales
      in
      CDMA power amplifiers of $1.7 million and switch products of $0.8 million.
      The
      increase in sales of integrated circuits for Wireless applications for the
      nine
      months ended October 1, 2005 compared with the nine months ended October 2,
      2004
      was primarily due to higher GSM power amplifier sales of $9.3 million, which
      were partially offset by lower sales in CDMA power amplifiers of $6.2 million
      and switch products of $1.7 million. The lower sales of CDMA power amplifiers
      in
      the three-and nine-month periods ended October 1, 2005 were due to lower average
      selling prices and the transition to lower priced next-generation CDMA products,
      while lower sales in switch products reflect the Company’s decision to reduce
      its research and development efforts in this product line.





GROSS
      MARGIN. Gross
      margin during the third quarter of 2005 increased to 22.5% from 20.9% in the
      third quarter of 2004. For the nine months ended October 1, 2005, gross margin
      increased to 18.0% from 15.6% for the nine months ended October 2, 2004. The
      increase in gross margin in the three month period ended October 1, 2005 was
      primarily due to increased sales and production volumes with the consequent
      absorption of fixed costs. The increase in gross margin in the nine month period
      ended October 1, 2005 was primarily due to a shift in product mix to higher
      margin products favoring Broadband applications and our improved absorption
      of
      fixed costs. During the three and nine month periods ended October 1, 2005,
      decreases in depreciation expense of $0.9 and $3.5 million, respectively, offset
      declines in average selling prices.





RESEARCH
      AND DEVELOPMENT. Company
      sponsored research and development expense decreased 5% during the third quarter
      of 2005 to $7.5 million from $7.9 million during the third quarter of 2004.
      Company sponsored research and development expense for the nine months ended
      October 1, 2005 decreased 11.4% to $22.7 million from $25.6 million during
      the
      nine-month period ended October 2, 2004. The decrease in the three and nine
      month periods ended October 1, 2005 was primarily attributable to decreased
      headcount and related compensation expense.





SELLING
      AND ADMINISTRATIVE. Selling
      and administrative expenses decreased 4.5% during the third quarter of 2005
      to
      $5.2 million from $5.5 million in the third quarter of 2004. Selling and
      administrative expenses decreased 6.2% during the nine-month period ended
      October 1, 2005 to $16.3 million from $17.4 million in the nine-month period
      ended October 2, 2004. The decreases in selling and administrative expenses
      in
      the three and nine months ended October 1, 2005 were primarily due to decreased
      headcount, compensation expense and related costs within sales and
      marketing.





RESTRUCTURING
      AND OTHER CHARGES. During the first quarter of 2005, the Company settled an
      exit
      obligation for certain redundant leasehold premises resulting in a savings
      of
      $0.1 million against a previously recorded restructuring charge.





INTEREST
      INCOME. ****** Interest
      income increased 29.4% to $0.6 million during the third quarter of 2005 from
      $0.5 million during the third quarter of 2004. For the nine months ended October
      1, 2005, interest income increased 6.2% to $1.8 million from $1.7 million in
      the
      nine-month period ended October 2, 2004. The increases in the three and nine
      months ended October 1, 2005 were primarily due to improved interest
      rates.





INTEREST
      EXPENSE. Interest expense increased 30.9% to $1.3 million during the third
      quarter of 2005 from $1.0 million during the third quarter of 2004. For the
      nine
      months ended October 1, 2005, interest expense increased 32.2% to $3.7 million
      from $2.8 million in the nine-month period ended October 2, 2004. The interest
      relates to the $46.7 million outstanding balance of our 5% Convertible Senior
      Notes due in 2006 (the “2006 Notes”) and the $38.0 million outstanding balance
      of our 5% Convertible Senior Notes due in 2009 (the “2009 Notes”).





GAIN
      ON
      REPURCHASE OF CONVERTIBLE NOTES. During the third quarter of 2004 and concurrent
      with the issuance of the 2009 Notes, we repurchased and retired $20.0 million
      aggregate principal amount of the 2006 Notes for $19.8 million in cash,
      inclusive of accrued interest of $0.4 million. We recognized a gain on the
      repurchase of $0.3 million after adjusting the write-off of a proportionate
      share of unamortized offering costs.





LIQUIDITY
      AND CAPITAL RESOURCES





As
      of
      October 1, 2005, we had $10.7 million in cash and cash equivalents and $76.4
      million in marketable securities. In addition, as of October 1, 2005, we had
      outstanding $46.7 million aggregate principal amount of our 2006 Notes and
      $38.0
      million aggregate principal amount of our 2009 Notes.





Operating
      activities used
      $15.5 million in cash during the nine-month period ended October 1, 2005.
      Investing activities, consisting principally of net sales of marketable
      securities of $15.6 million, provided $15.2 million of cash during the
      nine-month period ended October 1, 2005.





As
      of
      October 31, 2005, we had unconditional purchase obligations of approximately
      $5.1 million of which $3.7 million relates to capital equipment purchase
      requirements over the next six months to increase the installed equipment
      capacity of the Company's manufacturing operations resulting from anticipated
      increases in customer demand for the Company's products in 2006.





We
      believe that our existing sources of capital, including our existing cash and
      marketable securities, will be adequate to satisfy operational needs and
      anticipated capital needs for the next twelve months as well as the repayment
      of
      our 2006 Notes due in November 2006. Our anticipated capital needs may include
      acquisitions of complimentary businesses or technologies, or investments in
      other companies or repurchases of our outstanding debt or equity. However,
      we
      may elect to finance all or part of our future capital requirements through
      additional equity or debt financing. There can be no assurance that such
      additional financing would be available on satisfactory terms. Our ability
      to
      pay principal and interest on our outstanding 2006 Notes due in November of
      2006
      and our outstanding 2009 Notes due in October 2009, and our other debt and
      to
      fund our planned capital expenditures depends on our future operating
      performance.





IMPACT
      OF
      RECENTLY ISSUED ACCOUNTING STANDARDS





In
      November 2004, the Financial Accounting Standards Board issued Statement No.
      151
      (FAS 151), Inventory Costs, an amendment of ARB No. 43, Chapter 4. FAS 151
      clarifies that abnormal amounts of idle facility expense, freight, handling
      costs and wasted materials should be recognized as current period charges.
      In
      addition, FAS 151 requires that allocation of fixed production overhead to
      inventory be based on the normal capacity of the production facilities. FAS
      151
      is effective for inventory costs incurred during fiscal years beginning after
      June 15, 2005. The Company currently believes that the adoption of FAS 151
      will
      not have a material impact on its consolidated financial
      statements.





In
      December 2004, the Financial Accounting Standards Board issued Statement No.
      123(R) (FAS 123R), Share-Based Payment, amending FAS 123 and requiring that
      all
      share-based payments to employees be recognized in the financial statements.
      Generally, the approach to accounting for share-based payments in FAS 123R
      is
      similar to the approach described in FAS 123, however, pro forma footnote
      disclosure will no longer be an alternative to financial statement recognition.
      In April 2005, the SEC deferred the implementation date of FAS 123R. As a
      result, the Company plans to adopt FAS 123R effective January 1, 2006 rather
      than the initial implementation date of July 1, 2005, using the
      modified-prospective transition method described in FAS 123R. Under this method,
      the Company will be required to recognize compensation expense over the
      remaining vesting period for all awards that remain unvested as of January
      1,
      2006. As permitted by FAS 123, the Company currently accounts for share-based
      payments to employees using APB 25's intrinsic value method and, as such,
      generally recognizes no compensation cost for employee stock options. The
      Company believes based on the level of share-based payments previously granted
      and unvested and Employee stock purchase plan (ESPP) participation, that the
      adoption of FAS 123R will not have a material effect on its financial position,
      results of operations or cash flows. However, the level of future equity
      based compensation grants and ESPP participation could have a material effect
      on
      amounts recorded in the statement of operations.


On
      December 22, 2004, the Company authorized an immediate vesting of eligible
      employees’ unvested share options with an exercise price greater than $5.00 per
      share. Directors were not eligible. In total, 1.8 million options with an
      average exercise price of $7.26 immediately vested and have an average remaining
      contractual life of 9.1 years. The unamortized fair value associated with these
      accelerated-vest shares of approximately $2.65 million amortized immediately.
      In
      addition to its employee-retention value, the Company’s decision to accelerate
      the vesting of these “out-of-the-money” options was based upon the accounting of
      such costs moving from disclosure-only in 2004 to being included in the
      Company’s statement of operations in 2005 based upon the Company’s expected
      adoption of FAS 123R prior to its required adoption date being deferred.





FORWARD-LOOKING
      STATEMENTS





This
      quarterly report on Form 10-Q contains projections and other forward-looking
      statements (as that term is defined in the Securities Exchange Act of 1934,
      as
      amended). These projections and forward-looking statements reflect the Company’s
      current views with respect to future events and financial performance and can
      generally be identified as such because the context of the statement will
      include words such as “believe”, “anticipate”, “expect”, or words of similar
      import. Similarly, statements that describe our future plans, objectives,
      estimates or goals are forward-looking statements. No assurances can be given,
      however, that these events will occur or that these projections will be achieved
      and actual results and developments could differ materially from those projected
      as a result of certain factors. Important factors that could cause actual
      results and developments to be materially different from those expressed or
      implied by such projections and forward-looking statements include ,
      but are
      not limited to, the following risks which are described in greater detail in
      the
      Company’s Annual Report on Form 10-K referred to below: (i) our history of
      recent losses and expectation that we will continue to incur losses; (ii) our
      underutilized manufacturing capacity has adversely affected our gross margins
      and profitability; (iii) our dependence on a small number of customers; (iv)
      our
      need to keep pace with rapid product and process development and technological
      changes as well as product cost reductions to be competitive; (v) our products
      have experienced rapidly declining unit prices; (vi) the manufacturing of our
      products could be delayed as a result of the outsourcing of our test operations;
      (vii) the short life cycles of some of our products may leave us with obsolete
      or excess inventories; (viii) we face intense competition, which could result
      in
      a decrease in our products’ prices and sales; (ix) we may not have sufficient
      cash flow to make payments on our 2006 Notes and 2009 Notes and any other debt
      we may incur; (x) capital required for our business may not be available when
      we
      need it; (xi) we may pursue selective acquisitions and alliances which dilute
      the ownership of our current shareholders and the management and integration
      of
      additional operations may be expensive and divert management time; (xii) we
      may
      face interruptions in our manufacturing processes; and (xiii) provisions in
      our
      governing documents and our shareholders rights agreement could discourage
      takeovers and prevent shareholders from realizing an investment premium. The
      foregoing review of important factors should not be construed as exhaustive
      and
      should be read in conjunction with the other cautionary statements that are
      included herein or detailed
      from time to time in our reports filed with the Securities and Exchange
      Commission, including the Company’s Annual Report on Form 10-K for the year
      ended December 31, 2004. The Company undertakes no obligation to update publicly
      or revise any forward-looking statement, whether as a result of new information,
      future developments or otherwise .





ITEM
      3.
      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





The
      Company's market risk
      has not changed significantly for the risks disclosed in Item 7A of the
      Company's Annual Report on Form 10-K for the fiscal year ended December 31,
      2004.





ITEM
      4.
      CONTROLS AND PROCEDURES ****




Under
      the supervision and
      with the participation of our management, including our Chief Executive Officer,
      or CEO, and Chief Financial Officer, or CFO, we conducted an evaluation of
      the
      effectiveness of our disclosure controls and procedures as of October 1, 2005.
      Based on that evaluation, our management, including our CEO and CFO, concluded
      that our disclosure controls and procedures were effective to ensure that
      information required to be disclosed by us in reports that we file or submit
      under the Exchange Act is recorded, processed, summarized and reported as
      specified within the SEC’s rules and forms.





There
      was no change in
      the Company’s internal control over financial reporting during the Company’s
      last fiscal quarter that has materially affected, or is reasonably likely to
      materially affect, the Company’s internal control over financial
      reporting.





Because
      of their inherent
      limitations, disclosure controls and procedures and internal control over
      financial reporting may not prevent or detect misstatements. Also, projections
      of any evaluation of effectiveness to future periods are subject to the risk
      that controls may become inadequate because of changes in conditions, or that
      the degree of compliance with the policies or procedures may
      deteriorate.

















ANADIGICS,
      Inc.





PART
      II -
      OTHER INFORMATION





ITEM  1.  LEGAL
      PROCEEDINGS





We
      are a party to
      litigation arising in the ordinary course out of the operation of our business.
      We believe that the ultimate resolution of such litigation should not have
      a
      material adverse effect on our financial condition, results of operations or
      liquidity.





ITEM  2.  UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS








Issuer
      Purchases of Equity Securities




Period
            
            
            Total
                Number of Shares Purchased
            
            
            Average
                Price Paid per Share
            
            
            Total
                Number of Shares Purchased as Part of Publicly Announced
                Plans
            
            
            Maximum
                Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased
                Under the PlansJuly
                3, 2005 to July 30, 2005 (1)
            
            
            113,761
                (2
            )
            $
            2.27
            
            
            N/A
            
            
            N/A





All
      share
      repurchases during the third quarter of 2005 occurred on July 27,
      2005.


(2)
      The
      Company repurchased 113,761 restricted shares from employees and officers of
      the
      Company to fund withholding tax obligations incurred upon the vesting of certain
      restricted shares granted to such employees and officers.




ITEM  5.  OTHER
      INFORMATION





On
      August 1, 2005, the
      Company and Ronald Rosenzweig, the Chairman of the Board of Directors of the
      Company, executed an amendment to Mr. Rosenzweig’s employment agreement dated
      June 1, 1999, as amended (the “Agreement”). The amendment provides for a
      one-year extension of Mr. Rosenzweig’s Agreement and was authorized by the
      Company’s Board of Directors on July 29, 2005. All of the original material
      terms not described herein of Mr. Rosenzweig’s Agreement remain in full force
      and effect. This description of the amendment to the Agreement is qualified
      in
      its entirety by reference to the Agreement and the amendment attached as Exhibit
      10.1 hereto.





ITEM6.EXHIBITS





10.1
      Amendment No. 4 as of August 1, 2005 to the Employment Agreement dated June
      1,
      1999, as amended, between the Company and Ronald Rosenzweig.




31.1
      Rule
      13a-14(a)/15d-14(a) Certification of Bami Bastani, President and Chief Executive
      Officer of ANADIGICS, Inc.




31.2
      Rule
      13a-14(a)/15d-14(a) Certification of Thomas C. Shields, Senior Vice President
      and Chief Financial Officer of ANADIGICS, Inc.




32.1
      Section 1350 Certification of Bami Bastani, President and Chief Executive
      Officer of ANADIGICS, Inc.





32.2
      Section
      1350 Certification of Thomas C. Shields, Senior Vice President and Chief
      Financial Officer of ANADIGICS, Inc.





SIGNATURES





Pursuant
      to the
      requirements of the Securities Exchange Act of 1934, the registrant has duly
      caused this report to be signed on its behalf by the undersigned thereunto
      duly
      authorized.








ANADIGICS,
      INC.








By:
            /s/
                Thomas C. ShieldsThomas
                C. ShieldsSenior
                Vice Presidentand
                Chief Financial Officer








Dated:
      November 4, 2005


































































































































































































Exhibit
      10.1














Ronald
      Rosenzweig        1
      August
      2005


[Address]








Subject: **Amendment
      - Agreement June 1, 1999 - Revision**











Dear
      Ron;





This
      is
      to confirm the revision made by the Board of Directors at the July 29, 2005
      meeting in the extension of the Agreement dated June 1, 1999 between you and
      ANADIGICS, Inc. (and extended from July 2, 2002 through July 2, 2003, from
      July
      2, 2003 through July 2, 2004, and from July 2, 2004 through July 2, 2005),
      regarding your employment by the Company. The existing agreement set to expire
      July 2, 2005, will be extended with the following terms and
      conditions:





1.
            Your
                employment is extended for the period from July 2, 2005 through July
                2,
                2006 at 25% time as ANADIGICS
                employee.


2.
            Your
                base salary compensation shall be at the annual rate of $100,000
                paid
                biweekly.


3.
            All
                other terms of your agreement dated June 1, 1999 remain intact as
                part of
                this extension.








If
      you
      are in agreement with the foregoing, please sign and return to John Warren,
      a
      copy of this letter.





Very
      truly yours,





/s/
      Bami
      Bastani





Bami
      Bastani


President
      & Chief Executive Officer


ANADIGICS,
      Inc.








Accepted
      and agreed to as stated.





/s/Ronald
      Rosenzweig





Ronald
      Rosenzweig








Exhibit
      31.1


CERTIFICATION





I,
      Bami
      Bastani, certify that:





1.
            I
                have reviewed this quarterly report on Form 10-Q of ANADIGICS,
                Inc.;





2.
            Based
                on my knowledge, this report does not contain any untrue statement
                of a
                material fact or omit to state a material fact necessary to make
                the
                statements made, in light of the circumstances under which such statements
                were made, not misleading with respect to the period covered by this
                report;





3.
            Based
                on my knowledge, the financial statements, and other financial information
                included in this report, fairly present in all material respects
                the
                financial condition, results of operations and cash flows of the
                registrant as of, and for, the periods presented in this
                report;





4.
            The
                registrant’s other certifying officer(s) and I are responsible for
                establishing and maintaining disclosure controls and procedures (as
                defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
                control over financial reporting (as defined in Exchange Act Rules
                13a-15(f) and 15d-15(f)) for the registrant and
                have:





a)
            Designed
                such disclosure controls and procedures, or caused such disclosure
                controls and procedures to be designed under our supervision, to
                ensure
                that material information relating to the registrant, including its
                consolidated subsidiaries, is made known to us by others within those
                entities, particularly during the period in which this report is
                being
                prepared;





b)
            Designed
                such internal control over financial reporting, or caused such internal
                control over financial reporting to be designed under our supervision,
                to
                provide reasonable assurance regarding the reliability of financial
                reporting and the preparation of financial statements for external
                purposes in accordance with generally accepted accounting
                principles;





c)
            Evaluated
                the effectiveness of the registrant's disclosure controls and procedures
                and presented in this report our conclusions about the effectiveness
                of
                the disclosure controls and procedures, as of the end of the period
                covered by this report based on such evaluation;
                and





d)
            Disclosed
                in this report any change in the registrant’s internal control over
                financial reporting that occurred during the registrant’s most recent
                fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
                annual report) that has materially affected, or is reasonably likely
                to
                materially affect, the registrant’s internal control over financial
                reporting; and





5.
            The
                registrant’s other certifying officer(s) and I have disclosed, based on
                our most recent evaluation of internal control over financial reporting,
                to the registrant’s auditors and the audit committee of registrant’s board
                of directors (or persons performing the equivalent
                functions):





a)
            All
                significant deficiencies and material weaknesses in the design or
                operation of internal control over financial reporting which are
                reasonably likely to adversely affect the registrant’s ability to record,
                process, summarize and report financial information;
                and





b)
            Any
                fraud, whether or not material, that involves management or other
                employees who have a significant role in the registrant’s internal control
                over financial reporting.








Date:  November
      4, 2005


By:
            /s/
                Bami BastaniBami
                BastaniPresident
                andChief
                Executive Officer






















Exhibit
      31.2


CERTIFICATION





I,
      Thomas
      C. Shields, certify that:





1.
            I
                have reviewed this quarterly report on Form 10-Q of ANADIGICS,
                Inc.;





2.
            Based
                on my knowledge, this report does not contain any untrue statement
                of a
                material fact or omit to state a material fact necessary to make
                the
                statements made, in light of the circumstances under which such statements
                were made, not misleading with respect to the period covered by this
                report;





3.
            Based
                on my knowledge, the financial statements, and other financial information
                included in this report, fairly present in all material respects
                the
                financial condition, results of operations and cash flows of the
                registrant as of, and for, the periods presented in this
                report;





4.
            The
                registrant’s other certifying officer(s) and I are responsible for
                establishing and maintaining disclosure controls and procedures (as
                defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
                control over financial reporting (as defined in Exchange Act Rules
                13a-15(f) and 15d-15(f)) for the registrant and
                have:





a)
            Designed
                such disclosure controls and procedures, or caused such disclosure
                controls and procedures to be designed under our supervision, to
                ensure
                that material information relating to the registrant, including its
                consolidated subsidiaries, is made known to us by others within those
                entities, particularly during the period in which this report is
                being
                prepared;





b)
            Designed
                such internal control over financial reporting, or caused such internal
                control over financial reporting to be designed under our supervision,
                to
                provide reasonable assurance regarding the reliability of financial
                reporting and the preparation of financial statements for external
                purposes in accordance with generally accepted accounting
                principles;





c)
            Evaluated
                the effectiveness of the registrant's disclosure controls and procedures
                and presented in this report our conclusions about the effectiveness
                of
                the disclosure controls and procedures, as of the end of the period
                covered by this report based on such evaluation;
                and





d)
            Disclosed
                in this report any change in the registrant’s internal control over
                financial reporting that occurred during the registrant’s most recent
                fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
                annual report) that has materially affected, or is reasonably likely
                to
                materially affect, the registrant’s internal control over financial
                reporting; and





5.
            The
                registrant’s other certifying officer(s) and I have disclosed, based on
                our most recent evaluation of internal control over financial reporting,
                to the registrant’s auditors and the audit committee of registrant’s board
                of directors (or persons performing the equivalent
                functions):





a)
            All
                significant deficiencies and material weaknesses in the design or
                operation of internal control over financial reporting which are
                reasonably likely to adversely affect the registrant’s ability to record,
                process, summarize and report financial information;
                and





b)
            Any
                fraud, whether or not material, that involves management or other
                employees who have a significant role in the registrant’s internal control
                over financial reporting.











Date:  November
      4, 2005


By:
            /s/
                Thomas C. ShieldsThomas
                C. ShieldsSenior
                Vice Presidentand
                Chief Financial Officer

















Exhibit
      32.1





CERTIFICATION





The
      undersigned, Bami Bastani, President and Chief Executive Officer of ANADIGICS,
      Inc. (the "Company") hereby certifies that the Quarterly Report of the Company
      on Form 10-Q for the period ended October 1, 2005 fully complies with the
      requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
      and that the information contained in such report fairly presents, in all
      material respects, the financial condition and results of operations of the
      Company.








Dated:
      November 4, 2005


By:
            /s/
                Bami BastaniBami
                BastaniPresident
                andChief
                Executive Officer







This
      certification shall not be deemed to be “filed” for the purpose of Section 18 of
      the Securities Exchange Act of 1934, as amended, and will not be incorporated
      by
      reference into any registration statement filed under the Securities Act of
      1933, as amended, unless specifically identified therein as being incorporated
      by reference.





A
      signed
      original of this written statement required by Section 906, or other document
      authenticating, acknowledging, or otherwise adopting the signature that appears
      in typed form within the electronic version of this written statement required
      by Section 906, has been provided to ANADIGICS, Inc. and will be retained by
      ANADIGICS, Inc. and furnished to the Securities and Exchange Commission or
      its
      staff upon request.










Exhibit
      32.2





CERTIFICATION





The
      undersigned, Thomas C. Shields, Senior Vice President and Chief Financial
      Officer of ANADIGICS, Inc. (the "Company") hereby certifies that the Quarterly
      Report of the Company on Form 10-Q for the period ended October 1, 2005 fully
      complies with the requirements of Section 13(a) or 15(d) of the Securities
      Exchange Act of 1934 and that the information contained in such report fairly
      presents, in all material respects, the financial condition and results of
      operations of the Company.







Dated:
      November 4, 2005


By:
            /s/
                Thomas C. ShieldsThomas
                C. ShieldsSenior
                Vice Presidentand
                Chief Financial Officer







This
      certification shall not be deemed to be “filed” for the purpose of Section 18 of
      the Securities Exchange Act of 1934, as amended, and will not be incorporated
      by
      reference into any registration statement filed under the Securities Act of
      1933, as amended, unless specifically identified therein as being incorporated
      by reference.





A
      signed
      original of this written statement required by Section 906, or other document
      authenticating, acknowledging, or otherwise adopting the signature that appears
      in typed form within the electronic version of this written statement required
      by Section 906, has been provided to ANADIGICS, Inc. and will be retained by
      ANADIGICS, Inc. and furnished to the Securities and Exchange Commission or
      its
      staff upon request.