Exhibit (a)(3)

                         [LETTERHEAD OF ANADIGICS, INC.]

                                  May 20, 2002

Dear option holder:

Due to today's difficult market and business conditions, you hold stock options
with an exercise price that exceeds the current market price of our common
stock. Because our board of directors recognizes that the Company's option plans
may not currently be providing performance incentives for its valued employees,
the board has considered a number of ways to provide you with the benefit of
options that over time may have a greater potential to increase in value.

As a result, I am pleased to announce that ANADIGICS will offer to exchange your
outstanding options under our 1997 Long Term Incentive and Share Award Plan for
Employees, as amended, (hereinafter, the "Plan") with an exercise price of at
least $21.00 per share for new options we will grant under the Plan. You may
exchange one or more of your options. If you select a particular option for
exchange, you must also exchange all other eligible options granted to you by
ANADIGICS on the same date as the date on which the selected option was granted.
You also have the right to choose not to tender any of your options.

The number of shares of common stock subject to the new options will be equal to
the number of shares subject to the options that you tender and we accept for
exchange, as adjusted for any stock splits, stock dividends and similar events.
We will grant the new options on or about the later of December 20, 2002 or the
first business day which is at least six months and one day following the date
we accept and cancel the tendered options.

You must be an employee of the Company or one of its subsidiaries from the date
you tender options through the date we grant the new options in order to receive
new options. If you do not remain an employee of the Company or one of its
subsidiaries, you will not receive any new options or any other consideration
for the options tendered by you and canceled by the Company.

The terms and conditions of the new options will be substantially the same as
the terms and conditions of your current options, except in three respects:

                  o     the per share exercise price of all new options will
                        equal the closing sale price of our common stock on the
                        Nasdaq National Market on the date we grant the new
                        options or on the first day thereafter on which a
                        selling price is made available to the public;

                  o     your options will expire (in the absence of an earlier
                        termination) ten years from the new grant date; and

                  o     your options will vest one year after the grant date.


The Company's offer is being made under the terms and subject to the conditions
of an offer to exchange and a related letter of transmittal that are enclosed
with this letter. You should carefully read the entire offer to exchange and
letter of transmittal before you decide whether to tender any of your options. A
tender of options involves risks, which are discussed in the offer to exchange.


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To tender options, you will be required to properly complete and return to us
the letter of transmittal and any other documents specified in that letter by
the expiration date of the Company's offer. Specifically, if you desire to
exchange any of your options, you should follow the following steps:

                  o     Review the attachment to the letter of transmittal. The
                        attachment describes each option that has been granted
                        to you that remains outstanding.

                  o     Initial those option grants on the attachment that you
                        wish to exchange. Remember that:

                        o     You may only select options that have an exercise
                              price of at least $21.00 per share.

                        o     If you select an option granted on a particular
                              date, you must also select all other eligible
                              options granted to you on that date;

                  o     Sign the letter of transmittal and complete the
                        information required to be answered on page 4.

                  o     Return the letter of transmittal, with the attachment,
                        to ANADIGICS, Inc., 141 Mt. Bethel Road, Warren, New
                        Jersey 07059, Attn: Stock Option Exchange, before 5:00
                        p.m., New York City Time, on June 18, 2002.

If you do not intend to exchange any of your options, please check the box on
page 5 of the letter of transmittal, sign the letter of transmittal on page 5,
and return the letter of transmittal to ANADIGICS, Inc., 141 Mt. Bethel Road,
Warren, New Jersey 07059, Attn: Stock Option Exchange, before 5:00 p.m., New
York City Time, on June 18, 2002.

If you have any questions about the offer, please call the Stock Option Exchange
hotline at (908) 791-6060 or send an email message at
stockoptionexchange@anadigics.com.

I thank you for your continued efforts on behalf of ANADIGICS.

                                           ANADIGICS, INC.


                                           By: /s/ Bami Bastani

                                           Dr. Bami Bastani, President and CEO

Enclosures


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