8-K

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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

      DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 20, 2004

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                                 ANADIGICS, INC.
             (Exact name of registrant as specified in its charter)


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          DELAWARE                       0-25662                 22-2582106
(State or other jurisdiction     (Commission File Number)     (I.R.S. Employer
      of incorporation)                                      Identification No.)

                  141 MT. BETHEL ROAD, WARREN, NEW JERSEY 07059

                    (Address of principal executive offices)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (908) 668-5000

                                 NOT APPLICABLE

          (Former name or former address, if changed since last report)

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CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO
SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE
FOLLOWING PROVISIONS:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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ITEM 8.01.         OTHER EVENTS.

          On September 20, 2004, ANADIGICS, Inc. issued the press release
attached as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01.         FINANCIAL STATEMENTS AND EXHIBITS.

          (c)  Exhibits. The following exhibits are filed herewith:

      EXHIBIT NO.         DESCRIPTION

          99.1            Press Release ("ANADIGICS ANNOUNCES PROPOSED SALE OF
                          CONVERTIBLE SENIOR NOTES") dated September 20, 2004.




                                   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 hereunto duly authorized.

Date:    September 20, 2004

                                      ANADIGICS, Inc.
                                      (Registrant)


                                      By:        /s/ Thomas Shields
                                          --------------------------------------
                                          Name:  Thomas Shields
                                          Title: Senior Vice President and Chief
                                                 Financial Officer

EX-99.1

                                                                    EXHIBIT 99.1

[ANADIGICS Logo Omitted]

         ANADIGICS ANNOUNCES PROPOSED SALE OF CONVERTIBLE SENIOR NOTES

WARREN, NJ--September 20, 2004--ANADIGICS, Inc. (Nasdaq: ANAD) today announced
that it intends to offer, subject to market and other conditions, a new issue of
$30 million aggregate principal amount of convertible senior notes due October
2009. The notes will be issued in private placements and are expected to be
resold by the initial purchaser to qualified institutional buyers under Rule
144A of the Securities Act of 1933, as amended. The notes will be convertible
into shares of ANADIGICS, Inc. common stock at a premium to the market price on
the date of the pricing of the notes. ANADIGICS, Inc. plans to grant the initial
purchaser of the notes an option to acquire up to an additional $5 million
aggregate principal amount of notes.

ANADIGICS intends to use the net proceeds of this offering for general corporate
purposes, including, among others, the reduction of outstanding indebtedness,
working capital, capital expenditures and acquisitions.

This press release is neither an offer to sell nor the solicitation of an offer
to buy the notes or any other securities, and shall not constitute an offer,
solicitation, or sale in any jurisdiction in which such an offer, solicitation
or sale is unlawful.

The notes and the shares of common stock issuable upon conversion of the notes
have not been registered under the Securities Act of 1933, as amended, and may
not be offered or sold absent registration or an applicable exemption from the
registration requirements.

Forward Looking Statements

Except for historical information contained herein, this press release 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 those factors 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, 2003, and
those discussed elsewhere herein.