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 21, 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 PRICING OF
                          CONVERTIBLE SENIOR NOTES") dated September 21, 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 21, 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 PRICING OF CONVERTIBLE SENIOR NOTES

WARREN, NJ--September 21, 2004--ANADIGICS, Inc. (Nasdaq: ANAD), today announced
that it has priced its offering of $33 million aggregate principal amount of
convertible senior notes due 2009, through an offering to qualified
institutional buyers under Rule 144A of the Securities Act of 1933, as amended.
These notes will be convertible at any time prior to maturity into shares of
ANADIGICS, Inc. common stock at a conversion rate of 200 shares of common stock
per $1,000 principal amount of notes, which is equivalent to a conversion price
of $5.00 per share and represents an approximately 29.53% premium to the closing
price of $3.86 per share of ANADIGICS, Inc. common stock on September 20, 2004.
The notes will bear interest at an annual rate of 5.00%, payable semi-annually
in arrears. The notes mature on October 15, 2009. ANADIGICS, Inc. has granted
the initial purchaser of the notes an option to acquire up to an additional $5
million aggregate principal amount of notes.

We expect to use the net proceeds of this offering to reduce our outstanding
indebtedness through the repurchase of at least $20.0 million aggregate
principal amount of our outstanding 5.00% convertible senior unsecured notes due
2006. Any remaining net proceeds not utilized to repurchase outstanding
indebtedness will be used for general corporate purposes.

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.