December 21, 2004

Thomas Shields
Senior Vice President and Chief Financial Officer
Anadigics, Inc.
141 Mt. Bethel Road
Warren, New Jersey 07059

Re:	Anadigics, Inc.
	Registration Statement on Form S-3
	Filed December 2, 2004
	File No. 333-120947

Dear Mr. Shields:

      This is to advise you that the staff has reviewed only those
portions of your registration statement that relate to the comment
below.  Where indicated, we think you should revise your filing in
response to this comment.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
You may decide it is appropriate to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-3

Fee Table
1. We note the reference in footnote (2) to the fee table that you
are purporting to register an indeterminate number of shares of
common stock that may be issued from time to time upon conversion
of
the notes as a result of the anti-dilution and "make - whole"
provisions of such notes.  Please note that you may only register
an
indeterminate number of additional securities that may become
issuable pursuant to stock splits, stock dividends or similar
transactions contemplated by Rule 416 of the Securities Act; Rule
416
may not be used to register an indeterminate number of shares
resulting from operation of the "make-whole" provisions.  You must
instead register the maximum number of shares that you believe may
need to be issued in connection with the triggering of any such
"make-whole" provisions, based on your good faith estimate.  If
you
are ultimately required to issue more shares than estimated in
connection with those provisions, you will need to file a new
registration statement to register those additional shares.  See
the
March 1999 Supplement to The Division of Corporation Finance
Manual
of Publicly Available Telephone Interpretations, numbers 2S and
3S.
Please revise your fee table to conform to the language of Rule
416,
including eliminating the reference to "make-whole" payments.


*     *     *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Donald C. Hunt at (202) 824-5662 or me at
(202)
942-7924 with any other questions.

      Sincerely,



	David Ritenour
	Special Counsel


cc:  Stephen A. Greene, Esq. (via facsimile)

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Thomas Shields
Anadigics, Inc.
December 21, 2004
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