SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

ANADIGICS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

------------------------------------------------------------------------

(5) Total fee paid:

------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

------------------------------------------------------------------------

(3) Filing Party:

------------------------------------------------------------------------

(4) Date Filed:

------------------------------------------------------------------------

ANADIGICS LOGO
141 MT. BETHEL ROAD
WARREN, NJ 07059

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 23, 2002

TO THE STOCKHOLDERS:

The Annual Meeting of Stockholders of ANADIGICS, Inc., a Delaware
corporation ("ANADIGICS"), will be held on Thursday, May 23, 2002 at 10:00
o'clock a.m. (E.S.T.), at the Somerset Hills Hotel, 200 Liberty Corner Road
(Route 525), Warren, New Jersey 07059, for the purpose of considering and acting
upon the following:

1) The election of two Class I Directors of ANADIGICS to hold office
until 2005.

2) The ratification of the appointment of Ernst & Young LLP as
independent auditors of ANADIGICS for the fiscal year ending December 31,
2002.

3) The transaction of such other business as may properly be brought
before the meeting or any adjournment thereof.

Only stockholders of record at the close of business on April 3, 2002 are
entitled to notice of and to vote at the Annual Meeting of Stockholders and any
adjournment or postponement thereof. Admission to the Annual Meeting will be by
ticket only. If you are a registered stockholder planning to attend the meeting,
please check the appropriate box on the proxy card and retain the bottom portion
of the card as your admission ticket. If your shares are held through an
intermediary such as a bank or broker, follow the instructions in the Proxy
Statement to obtain a ticket. For at least ten (10) days prior to the Annual
Meeting, a list of stockholders entitled to vote at the Annual Meeting will be
open for the examination of any stockholder, for any purpose germane to the
Annual Meeting, during ordinary business hours at the office of ANADIGICS.

Stockholders are cordially invited to attend the Annual Meeting. However,
whether or not a stockholder plans to attend, each stockholder is urged to sign,
date, and return promptly the enclosed proxy in the accompanying envelope.

The Annual Report, Proxy Statement and Proxy are enclosed with this notice
and were mailed at New York, NY on or about April 22, 2002.

By order of the Board of Directors

-s- Thomas C. Shields

Thomas C. Shields
Secretary

IMPORTANT: PLEASE SIGN, DATE, AND RETURN THE ENCLOSED PROXY IMMEDIATELY WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING. A RETURN ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES, IS ENCLOSED FOR THAT PURPOSE.

ANADIGICS LOGO
141 MT. BETHEL ROAD
WARREN, NJ 07059

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
SOLICITATION OF PROXIES

This Proxy Statement, which is being mailed to stockholders on or about
April 22, 2002, is furnished in connection with the solicitation by the Board of
Directors of ANADIGICS, Inc., a Delaware corporation ("ANADIGICS" or the
"Company"), of proxies for use at its Annual Meeting of Stockholders TO BE HELD
ON THURSDAY, MAY 23, 2002, AT 10:00 O'CLOCK A.M. (E.S.T.), AT THE SOMERSET HILLS
HOTEL, 200 LIBERTY CORNER ROAD (ROUTE 525), WARREN, NEW JERSEY 07059, and at any
adjournment of the Annual Meeting.

Attendance at the Annual Meeting will be limited to stockholders of record
as of the close of business on April 3, 2002, their authorized representatives
and guests of the Company. Admission will be by ticket only. For registered
stockholders, the bottom portion of the proxy card enclosed with the Proxy
Statement is their Annual Meeting ticket. Beneficial owners with shares held
through an intermediary, such as a bank or broker, should request tickets in
writing from Investor Relations, ANADIGICS, Inc., 141 Mt. Bethel Road, Warren,
New Jersey 07059, and include proof of ownership, such as a bank or brokerage
firm account statement or a letter from the broker, trustee, bank or nominee
holding their stock, confirming beneficial ownership. Stockholders who do not
obtain tickets in advance may obtain them upon verification of ownership at the
Registration Desk on the day of the meeting. Admission to the Annual Meeting
will be facilitated if tickets are obtained in advanced. Tickets may be issued
to others at the discretion of the Company.

At the meeting, stockholders will be asked to elect two Class I Directors
and to ratify the appointment of independent auditors. Because many of our
stockholders are unable to personally attend the Annual Meeting, the Board of
Directors solicits the enclosed proxy so that each stockholder is given an
opportunity to vote. This proxy enables each stockholder to vote on all matters
which are scheduled to come before the meeting. When the proxy card is returned
properly executed, the stockholder's shares will be voted according to the
stockholder's directions. Stockholders are urged to specify their choices by
marking the appropriate boxes on the enclosed proxy card. If no choice has been
specified, the shares will be voted FOR the election of the Director-nominees
listed below and FOR the ratification of the appointment of Ernst & Young LLP as
independent auditors. Proxies marked as abstaining (including proxies containing
broker non-votes) on any matter to be acted upon by the stockholders will be
treated as present at the meeting for purposes of determining a quorum but will
not be counted as votes cast on such matters. Proxies will also be solicited on
behalf of management by Mellon Investor Services for a fee that will be borne by
the Company.

The Board of Directors knows of no other business which will be presented
at the meeting. If, however, other matters are properly presented, the persons
named in the enclosed proxy will vote the shares represented thereby in
accordance with their judgment on such matters.

A proxy may be revoked by giving the Secretary of ANADIGICS written notice
of revocation at any time before the voting of the shares represented by the
proxy. A stockholder who attends the meeting may cancel a proxy at the meeting.

ANNUAL MEETING QUORUM REQUIREMENTS

The presence, in person or by proxy, of the holders of a majority of the
issued and outstanding shares of the Company's common stock, par value $.01 per
share (the "Common Stock"), entitled to vote (exclusive of shares held by or for
the account of the Company) is necessary to constitute a quorum at the Annual
Meeting of Stockholders. Abstentions and broker non-votes shall be counted for
purposes of determining whether a quorum is present. Only holders of record of
Common Stock at the close of business on April 3, 2002 are

entitled to notice of and to vote at the Annual Meeting of Stockholders and any
adjournment or postponement thereof.

As of April 3, 2002 the Company had issued and outstanding approximately
30,571,000 shares of Common Stock. Each share of Common Stock entitles the
holder to one vote upon each matter to be voted upon.

PRINCIPAL STOCKHOLDERS

The following table lists the only person known to be the beneficial owner
of more than 5% of ANADIGICS, Inc. outstanding Common Stock as of March 1, 2002.

<Table>
<Caption>
NUMBER OF % BENEFICIAL
NAME AND ADDRESS SHARES OWNERSHIP
- ---------------- ---------- ------------

Kopp Investment Advisors, Inc.
7701 France Avenue South, Suite 500, Edina, MN 55435........ 4,365,423(1) 14.3
</Table>

- ---------------

(1) As reported by Kopp Investment Advisors, Inc. and related entities on
Schedule 13G/A filed with the Securities and Exchange Commission dated
January 23, 2002.

INFORMATION REGARDING DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

BOARD OF DIRECTORS

The Company's bylaws provide that the Board of Directors shall be divided
into three classes designated Class I, Class II and Class III, each class
consisting as nearly as possible of one-third of the total number of Directors
constituting the entire Board of Directors; provided, however, that in no case
will a decrease in the number of Directors shorten the term of any incumbent
Director. The Board of Directors is presently comprised of seven members.

The term of office for each Director in Class I expires at the Annual
Meeting in 2002; the term of office for each Director in Class II expires at the
Annual Meeting in 2003; and the term of office for each Director in Class III
expires at the Annual Meeting in 2004. At each annual meeting of stockholders,
directors will be elected for full terms of three years to succeed those
directors whose terms are expiring.

PROPOSAL I: ELECTION OF DIRECTORS

At the 2002 Annual Meeting, two Directors are to be elected to hold office
until the 2005 Annual Meeting of Stockholders. Both of the nominees are
currently serving as Directors.

The Board of Directors has no reason to believe that either nominee will be
unable to serve if elected. If any nominee becomes unavailable for election,
then those shares voted for such nominee will be voted for the election of a
substitute nominee selected by the persons named in the enclosed proxy.

The nominees for Director will be elected if they receive the affirmative
vote of a plurality of the votes of the shares of Common Stock present in person
or by proxy and entitled to vote at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES LISTED
BELOW:

NOMINEES FOR TERMS EXPIRING IN 2005
(CLASS I DIRECTORS)

<Table>

[REIN PHOTO] HARRY REIN (AGE 57)
Mr. Rein has served as a director of the Company since
1985. He was a principal founder of Canaan Venture Partners,
a national venture capital investment firm, in 1987 and has
served as Managing General Partner since its inception. From
1979 to 1987, Mr. Rein held various positions at GE,
directing several of GE's lighting businesses as general
manager before becoming President and CEO of GE Venture
Capital Corporation. He currently serves on the board of
directors of GenVec, Inc., OraPharma, Inc. and several
private companies. Mr. Rein attended Emory University and
Oglethorpe College and holds an MBA from the Darden School
at the University of Virginia.
</Table>

<Table>

[STRIGL PHOTO] DENNIS F. STRIGL (AGE 56)
Mr. Strigl has served as a director since January 2000. He has served as
President and CEO of Verizon Wireless, a leading wireless communications provider,
since its formation in April 2000, and is an Executive Vice President of Verizon
Communications. Previously, Mr. Strigl served as President and CEO of Bell Atlantic
Mobile, was elected Group President and Chief Executive Officer of the Global
Wireless Group of Bell Atlantic, was Vice President of Operations and Chief
Operating Officer of Bell Atlantic New Jersey, Inc. (formerly New Jersey Bell
Telephone Company) and served on its Board of Directors. Mr. Strigl currently
serves on the board of directors of The PNC Financial Services Group and Salient 3
Communications, Inc. Mr. Strigl holds an undergraduate degree in Business
Administration from Canisius College and an M.B.A. from Fairleigh Dickinson
University.
</Table>

The following Directors of the Company will continue to serve in accordance
with their existing terms.

DIRECTORS CONTINUING IN OFFICE UNTIL 2003
(CLASS II DIRECTORS)

<Table>

[BACHOW PHOTO] PAUL BACHOW (AGE 50)
Mr. Bachow has served as a director of the Company since
January 1993. He has been President of Bachow & Associates,
Inc., a private investment firm, since he founded the firm
in 1989. Bachow & Associates serves as the manager of Bachow
Innovative Offshore Partners, Ltd. and Bachow Innovative
Partners, L.P., private hedge funds. Bachow & Associates
also serves as the manager of Paul S. Bachow Co-Investment
Fund, L.P. and Bachow Investment Partners III, L.P., private
equity investment funds. Mr. Bachow currently serves on the
board of directors of DMC Stratex Networks, Inc. Mr. Bachow
has a B.A. from American University, a J.D. from Rutgers
University, and a Masters Degree in tax law from New York
University, and is a C.P.A.

[BASTANI PHOTO] BAMI BASTANI (AGE 48)
Dr. Bastani has served as a director and President and
CEO of the Company since October 1998. Prior to joining
ANADIGICS, Dr. Bastani served as Executive Vice President,
System LSI Group for Fujitsu Microelectronics, Inc., from
1996 to 1998. From 1985 to 1996, Dr. Bastani held various
positions at National Semiconductor including Vice
President -- Embedded Technology Division, Vice
President -- Memory Products Division, and Vice President --
Technology Development. Dr. Bastani received a B.S.E.E. from
the University of Arkansas and a Ph.D. and M.S. in
Electrical Engineering from Ohio State University.
</Table>

DIRECTORS CONTINUING IN OFFICE UNTIL 2004
(CLASS III DIRECTORS)

<Table>

[FELLOWS PHOTO] DAVID FELLOWS (AGE 49)
Mr. Fellows has served as a director of the Company
since September 1994. He has been the Chief Technology
Officer of AT&T Broadband since October 2001. Mr. Fellows
was a Principal with Pilot House Ventures Management Group,
an early stage venture capital firm, from 1998 until 2001.
Prior to that he was the Chief Technology Officer of
MediaOne and Senior Vice President at Continental
Cablevision, Inc. (acquired by MediaOne), since 1992. From
1987 until 1992, Mr. Fellows was employed by Scientific
Atlanta's Transmission Systems Business Division, where he
served as President. Mr. Fellows received his Bachelor
Degree in Engineering and Applied Physics from Harvard
College and a Masters Degree in Electrical Engineering from
Northeastern University.

[ROSENZWEIG PHOTO] RONALD ROSENZWEIG (AGE 64)
Mr. Rosenzweig, a co-founder of ANADIGICS in 1985, has
served as a director of the Company since its inception and
Chairman of the Board of Directors since 1998. Prior to
1998, Mr. Rosenzweig served as President and Chief Executive
Officer of the Company since its inception in 1985. He was a
co-founder of Microwave Semiconductor Corp. and served as
the company's President and CEO from 1968 to 1983. Mr.
Rosenzweig received his Bachelor Degree in Chemical
Engineering from City College of New York.

[SOLOMON PHOTO] LEWIS SOLOMON (AGE 68)
Mr. Solomon has served as a director of the Company
since September 1994 and, previously, from 1985 to 1989. Mr.
Solomon has been Chairman of G&L Investments, a consulting
firm specializing in technology, since 1990 in addition to
serving as a director on the boards of Anacomp Inc., Artesyn
Technologies Inc., Terayon Communications Inc. and several
private companies. Prior to joining G&L Investments, Mr.
Solomon was an Executive Vice President with Alan Patricof
Associates from 1983 to 1986, and a Senior Vice President of
General Instrument from 1967 to 1983. Mr. Solomon received a
Bachelor Degree in Physics from St. Joseph's College and a
Masters Degree in Industrial Engineering from Temple
University.
</Table>

COMMITTEES OF THE BOARD

The standing committees of the ANADIGICS, Inc. Board of Directors are as
follows:

The Audit Committee is responsible for (i) determining the adequacy of the
Company's internal accounting and financial controls, (ii) reviewing the results
of the audit of the Company performed by the independent public accountants, and
(iii) recommending the selection of independent public accountants. Messrs.
Bachow, Fellows and Strigl were members of the Audit Committee during fiscal
2001. The Audit Committee met seven times during the 2001 fiscal year.

The Compensation Committee determines matters pertaining to the
compensation of certain executive officers of the Company and administers the
Company's stock option, incentive compensation, and employee stock purchase
plans. Messrs. Bachow and Strigl were members of the Compensation Committee
during fiscal 2001 and met once during the 2001 fiscal year.

The Executive Committee has authority to act for the Board on most matters
during intervals between Board meetings. Messrs. Bastani, Fellows, Rein,
Rosenzweig and Solomon were members of the Executive Committee during fiscal
2001. The Executive Committee met three times during the 2001 fiscal year.

During fiscal 2001, the Board of Directors met seven times. Each of the
Directors attended at least 75% of the aggregate of all meetings held by the
Board and the committees on which he serves.

AUDIT COMMITTEE REPORT

The audit committee is comprised of three directors, who are independent
within the meaning of the NASD listing standards, and operates under a written
charter. The Audit Committee assists the Board of Directors in fulfilling its
responsibilities to oversee the Company's financial reporting process and
monitors the integrity of the Company's financial statements and the
independence and performance of the Company's auditors. In this context, we have
reviewed and discussed the Company's financial statements with Company
management and the independent auditors, Ernst & Young LLP, including matters
raised by the independent auditors pursuant to Statement on Auditing Standards
No. 61 (Communication with Audit Committees). The Audit Committee has reviewed
and discussed such other matters as we deemed appropriate.

The Company's independent auditors provided the Audit Committee with
written disclosures required by Independence Standards Board Standard No. 1
(Independent Discussions with Audit Committees), and we discussed Ernst & Young
LLP's independence with them.

We have considered whether the provision of services by Ernst & Young LLP
not related to the audit of the Company's financial statements and to the review
of the Company's interim financial statements is compatible with maintaining
Ernst & Young LLP's independence.

Based on the foregoing review and discussion, and relying on the
representation of Company management and the independent auditor's report to the
Audit Committee, the Audit Committee recommended that the Board of Directors
include the audited financial statements in the Company's Annual Report on Form
10-K for the year ended December 31, 2001 filed with the Securities and Exchange
Commission.

SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ANADIGICS,
INC.

Paul Bachow
David Fellows
Dennis Strigl

EXECUTIVE OFFICERS OF THE COMPANY

The current executive officers of the Company are as follows:

<Table>
<Caption>
NAME AGE POSITION
- ---- --- --------

Bami Bastani.......................... 48 President, Chief Executive Officer and
Director
Ronald Rosenzweig..................... 64 Chairman of the Board of Directors and
Director
Charles Huang......................... 54 Executive Vice President and Chief
Technical Officer
Thomas C. Shields..................... 43 Senior Vice President and Chief
Financial Officer
</Table>

Set forth below is certain information with respect to the Company's
executive officers. Officers are appointed to serve at the discretion of the
Board of Directors. There are no family relationships between executive officers
or directors of the Company. Information on Dr. Bastani and Mr. Rosenzweig is
listed in the Director profile above.

Dr. Huang, a co-founder of ANADIGICS in 1985, has served as Executive Vice
President of the Company since its inception and a Director until April of 1999.
He was director of GaAs research and development and wafer fabrication services
at Avantek from 1980 to 1984. Dr. Huang received his Ph.D.E.E. at the University
of California, Berkeley.

Mr. Shields has served as Senior Vice President and Chief Financial Officer
of ANADIGICS since July 1999. Prior to joining ANADIGICS, Mr. Shields served as
Vice President and Controller of Fisher Scientific Company from 1997 to 1999.
From 1994 to 1997, Mr. Shields served as Vice President and Controller for
Harman Consumer Group. From 1986 to 1994, Mr. Shields served in various
positions with Baker & Taylor, Inc. Mr. Shields received his B.S. and M.B.A.
degrees from Fairleigh Dickinson University.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based on the Company's review of copies of all disclosure reports filed by
directors and executive officers of the Company pursuant to Section 16(a) of the
Securities Exchange Act of 1934, as amended, the Company believes that there was
compliance with all filing requirements of Section 16(a) applicable to directors
and executive officers of the Company during the fiscal year.

STOCK OWNERSHIP OF DIRECTORS AND MANAGEMENT

The following table sets forth as of March 1, 2002 certain information
about stock ownership of each Director and nominee for directorship, the Chief
Executive Officer and each of the other executive officers, and all Directors
and executive officers as a group.

<Table>
<Caption>
COMMON STOCK % BENEFICIAL
NAME BENEFICIALLY OWNED OWNERSHIP
- ---- ------------------ ------------

Paul Bachow.............................................. 188,794(1) *
David Fellows............................................ 99,750(2) *
Harry Rein............................................... 99,750(2) *
Lewis Solomon............................................ 57,000(2) *
Bami Bastani............................................. 692,137(3) 2.1
Ronald Rosenzweig........................................ 359,960(4) 1.1
Dennis Strigl............................................ 30,000(2) *
Charles Huang............................................ 764,220(5) 2.4
Thomas C. Shields........................................ 92,409(6) *
All Directors and Executive Officers as a group.......... 2,384,020 7.4
</Table>

- ---------------

(1) Includes 99,750 shares of common stock issuable pursuant to options,
currently exercisable or exercisable within 60 days.

(2) Consists solely of shares of common stock issuable pursuant to options,
currently exercisable or exercisable within 60 days.

(3) Includes 679,167 shares of common stock issuable pursuant to options,
currently exercisable or exercisable within 60 days.

(4) Includes 200,000 shares of common stock issuable pursuant to options,
currently exercisable or exercisable within 60 days.

(5) Includes 438,486 shares of common stock issuable pursuant to options,
currently exercisable or exercisable within 60 days.

(6) Includes 91,147 shares of common stock issuable pursuant to options,
currently exercisable or exercisable within 60 days.

* Less than 1%.

COMPENSATION AND OTHER TRANSACTIONS WITH
DIRECTORS, NOMINEES, AND EXECUTIVE OFFICERS

COMPENSATION

Shown below is information concerning the annual compensation for services
in all capacities to the Company for the last three fiscal years of those
persons who at December 31, 2001, were the Company's executive officers:

SUMMARY COMPENSATION TABLE

<Table>
<Caption>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------------------- (SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION(2) OPTIONS)
- --------------------------- ---- -------- -------- --------------- ------------

Bami Bastani................. 2001 $445,536 $292,498 $ 5,540 100,000
Chief Executive Officer 2000 427,433 402,205 13,469,062 --
1999 420,000 504,000 190,214 150,000
Ronald Rosenzweig............ 2001 100,000 30,421 364,062 15,000
Chairman of the Board 2000 200,000 80,348 10,302,600 15,000
1999 241,500 301,875 2,120 --
Charles Huang................ 2001 230,000 150,331 -- 30,000
Executive Vice President... 2000 217,740 205,373 770,098 30,000
1999 207,692 230,129 120 37,500
Thomas C. Shields (3)........ 2001 225,000 166,875 2,000 35,000
Senior Vice President and 2000 204,423 192,464 25,112 35,000
Chief Financial Officer 1999 73,077 112,500 77,680 93,750
</Table>

- ---------------

(1) Represents bonuses earned as follows: 2001's bonus earned was paid during
2001 and February 2002. 2000's bonus earned was paid during 2000 and
February 2001. 1999's bonus earned was paid during 1999 and February 2000.
In addition to the performance bonus earned during 1999, Mr. Shields also
received a $50,000 bonus upon his acceptance of employment with the Company.

(2) Represents the exercise of stock options by Dr. Bastani, Mr. Rosenzweig and
Dr. Huang, the value of income tax preparation services provided to Dr.
Bastani and Mr. Rosenzweig by the Company's auditors, relocation expenses
incurred by Dr. Bastani and Mr. Shields, premiums paid for medical insurance
covering Dr. Bastani, Mr. Rosenzweig and Dr. Huang, and executive health
plan benefits provided to each of the executives.

(3) Mr. Shields was employed for less than a full year in 1999. As such, the
salary amount for that year only represents salary earned from Mr. Shields'
start date through the end of the fiscal year.

STOCK OPTIONS AND CERTAIN OTHER COMPENSATION

The following table presents information regarding the stock options
granted to the executive officers in fiscal 2001:

OPTION GRANTS IN LAST FISCAL YEAR

<Table>
<Caption>
PERCENT OF POTENTIAL REALIZABLE VALUE
NUMBER OF TOTAL OPTIONS AT ASSUMED ANNUAL RATES OF
SECURITIES GRANTED TO STOCK PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OPTION TERM(3)
OPTIONS IN FISCAL PRICE PER EXPIRATION -----------------------------
NAME GRANTED(1) YEAR SHARE(2) DATE 5% 10%
- ---- ---------- ------------- --------- ---------- ------------- -------------

Bami Bastani.......... 100,000 6.4% $15.94 01/02/11 $1,002,301 $2,540,027
Ronald Rosenzweig..... 15,000 1.0 15.94 01/02/11 150,345 381,004
Charles Huang......... 30,000 1.9 13.59 10/29/11 256,400 649,769
Thomas C. Shields..... 35,000 2.3 13.59 10/29/11 299,134 758,064
</Table>

- ---------------

(1) All options described above were granted pursuant to the Company's 1995 Long
Term Incentive and Share Award Plan (the "1995 Plan"). One-third of the
options becomes exercisable one year from the date of grant. The remaining
two-thirds of the options become exercisable ratably on a quarterly basis
over the following two years.

(2) The exercise price of the stock options was based on the fair market value
of the stock on the date of grant.

(3) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. The 5% and
10% assumed annual rates of compounded stock price appreciation are mandated
by rules of the Securities and Exchange Commission and do not represent the
Company's estimate or projection of the Company's future common stock
prices. These amounts represent assumed rates of appreciation in the value
of the Company's common stock from the fair market value on the date of
grant. Actual gains, if any, on stock option exercises are dependent on the
future performance of the Company's common stock. The amounts reflected in
the table may not necessarily be achieved.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
STOCK PRICE AT DECEMBER 31, 2001 -- $15.25

<Table>
<Caption>
# OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS AT FY-END OPTIONS AT FY-END
ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------- -------- ----------- ------------- ----------- -------------

Bami Bastani.......... -- -- 625,001 149,999 $5,817,000 --
Ronald Rosenzweig..... 25,000 $356,150 185,000 15,000 1,440,095 --
Charles Huang......... -- -- 432,862 62,499 2,868,568 $49,800
Thomas C. Shields..... -- -- 80,418 83,332 -- 58,100
</Table>

COMPENSATION OF DIRECTORS

Non-management Directors receive options under the 1995 Plan. Under the
1995 Plan, a grant of options to purchase 15,000 shares of Common Stock, at an
exercise price per share equal to the fair market value as determined on the
date of grant, will automatically be granted on the date a non-management
Director is first elected to the Board. Each option so granted will become
exercisable in three equal installments commencing one year from the date of
grant and annually thereafter, and will expire ten years from the date of grant.
Non-management Directors also receive an annual grant of options to purchase
15,000 shares of Common Stock at the fair market value as determined on the date
of grant and vesting on December 31 in the year granted. In addition, each
non-management Director receives $10,000 per year for Board services, $1,000 for
each

Committee meeting attended, and reimbursement for ordinary expenses incurred in
connection with attendance at such meetings.

EXECUTIVE EMPLOYMENT AGREEMENTS

Chief Executive Officer. In September 1998, Dr. Bami Bastani, President,
Chief Executive Officer and member of the Board of Directors, entered into an
employment agreement with the Company pursuant to which he was to receive an
annual base salary, bonus, stock options, relocation expenses, and executive
benefits. Dr. Bastani's base salary in 2001 was $445,536. For 2001, Dr. Bastani
received a bonus equal to 66% of his base salary based upon the Compensation
Committee's determination of the Company's success in meeting certain of the
operational, strategic, and financial goals approved by the Board of Directors
during January 2001. Also, under the terms of his employment agreement with the
Company, Dr. Bastani was given non-qualified options to purchase 675,000 shares
of the Company's Common Stock at the fair market value on the date of grant, all
of which vested over the three year period following the date of grant. During
1999 and 2001, the Compensation Committee authorized additional grants of
non-qualified options to Dr. Bastani to purchase 150,000 and 100,000 shares,
respectively, of Common Stock at the fair market value on the date of grant.
One-third of these options become exercisable after one-year from the date of
grant and the remaining two-thirds become exercisable equally on a quarterly
basis over the next two years.

If the Company terminates Dr. Bastani without cause or Dr. Bastani
terminates his employment in connection with a change in control, he shall be
entitled to (A) an amount equal to 200% of his then annual base salary plus
bonus, (B) health benefits for a maximum of twenty-four months, and (C)
immediate vesting of all non-qualified stock options.

Chairman of the Board. In June 1999, Ronald Rosenzweig, Chairman of the
Board of Directors, entered into an employment agreement with the Company
through July 2, 2002 pursuant to which he was to receive an annual base salary,
bonus, stock options, and executive benefits. That contract was later extended
through July 2, 2003. In 2001, Mr. Rosenzweig's base salary was $100,000 and he
received a bonus equal to 30% of his base salary. As part of his employment
agreement, Mr. Rosenzweig's base salary from January 1, 2002 through July 2,
2002 will be $100,000 and he will be entitled to a bonus of up to $50,000. For
the period from July 3, 2002 through July 2, 2003 his base salary will be
$75,000 and he will be entitled to a bonus of up to $37,500. Under the terms of
his employment with the Company, Mr. Rosenzweig was also given non-qualified
options to purchase 225,000 shares of the Company's Common Stock at the fair
market value on the date of grant, all of which vested over the three year
period following the date of grant.

If the Company terminates Mr. Rosenzweig without cause, he shall be
entitled to (A) an amount equal to the sum of his then annual base salary plus
his bonus, if any, earned during the immediately preceding calendar year, (B)
health benefits for a maximum of twenty-four months, and (C) immediate vesting
of all non-qualified stock options.

Other Executive Officers. During 2000 the Company established employment
agreements with Charles Huang, Executive Vice President, and Thomas Shields,
Senior Vice President & Chief Financial Officer. The terms of each agreement
provide that if the employee is terminated by the Company following a change in
control or if the employee terminates employment with the Company as a result of
a reduction in responsibilities and duties or a reduction in compensation
following a change in control, the employee shall be entitled to receive (A) up
to 12 months of base salary and bonus (at 100% of target), (B) payment of the
annual bonus (at 100% of target) prorated for the number of months worked, (C)
health benefits for a maximum of 12 months, and (D) immediate vesting of all
stock options. In exchange for these benefits, the employees agreed (X) not to
compete with the Company in certain respects, (Y) after termination of
employment, not to hire or solicit for hire the employees of the Company for 12
months, and (Z) to keep confidential information about the Company.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee establishes and reviews the compensation of the
Company's executive officers. The Compensation Committee of the Board of
Directors consists entirely of non-employee directors.
10

Compensation Philosophy. The Company's executive compensation program is
designed to attract and retain key executives who will enhance the performance
of the Company, promote its long-term interest and build stockholders' equity.
The Compensation Committee seeks to align total compensation for executive
management with corporate performance. The Company's executive compensation
package generally includes four main components:

1) A base salary which is established at levels considered appropriate
for the duties and scope of responsibilities of each officer's position.

2) A bonus potential which is tied directly to operating objectives.

3) A stock option award to increase stock ownership in the Company and
align executive compensation with stockholder interests.

4) Other compensation and employee benefits generally available to all
employees of the Company, such as health insurance and participation in the
ANADIGICS, Inc. Employee Savings and Protection Plan ("401(k) Plan").

The Compensation Committee places a particular emphasis on variable,
performance based components, such as the bonus potential and stock option
awards, the value of which could increase or decrease to reflect changes in
corporate and individual performances.

CEO Compensation. Dr. Bastani's base salary in 2001 was $445,536 and was
determined to be competitive in order to retain Dr. Bastani. Dr. Bastani
received a bonus equal to 66% of his base salary based upon the Compensation
Committee's determination of the Company's success in meeting certain of the
operational, strategic, and financial goals approved by the Board of Directors
during January 2001.

Compliance with Internal Revenue Code Section 162(m). Section 162(m) of
the Internal Revenue Code disallows a tax deduction to publicly held companies
for compensation paid to certain of their executive officers to the extent that
such compensation exceeds $1.0 million per covered officer in any fiscal year.
The limitation applies only to compensation that is not qualified
performance-based compensation under the Internal Revenue Code.
Non-performance-based compensation paid to the Company's executive officers for
the 2001 Fiscal Year did not exceed the $1.0 million limit per officer, and the
Compensation Committee plans to keep the non-performance-based compensation to
be paid to the Company's executive officers for the 2002 Fiscal Year within that
limit.

It is the opinion of the Compensation Committee that the executive
compensation policies and plans provide the necessary total remuneration program
to properly align the interests of each executive officer and the interests of
the Company's shareholders through the use of competitive and equitable
executive compensation in a balanced and reasonable manner, for both the short
and long term.

SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF
ANADIGICS, INC.
Paul Bachow
Dennis Strigl

PERFORMANCE GRAPH

The following graph compares the cumulative total shareholder return on the
Company's Common Stock from January 1, 1997 through December 31, 2001 with the
cumulative total return on the NASDAQ Stock Market Index and the Philadelphia
Semiconductor Index, considered to be an index of the Company's peer group. The
comparison assumes $100 was invested on January 1, 1997 in the Company's Common
Stock and in each of the foregoing indices and assumes reinvestment of
dividends. The Company did not declare, nor did it pay any cash dividends during
the comparison period. Notwithstanding any statement to the contrary in any of
the Company's previous or future filings with the Securities and Exchange
Commission, the graph shall not be incorporated by reference into any such
filings.
Graph

<Table>
<Caption>
NASDAQ STOCK MARKET PHILADELPHIA SEMICONDUCTOR
ANADIGICS, INC. INDEX INDEX
--------------- ------------------- --------------------------

01/01/97 100.000 100.000 100.000
12/31/97 115.128 121.635 109.709
12/31/98 43.711 169.840 145.884
12/31/99 180.339 315.199 293.200
12/29/00 93.872 191.360 239.954
12/31/01 87.423 151.073 217.295
</Table>

PROPOSAL II: APPOINTMENT OF INDEPENDENT AUDITORS

During fiscal year 2001, Ernst & Young LLP, independent certified public
accountants, provided various audit, audit related and non-audit services to the
Company as follows:

a) Audit Fees: Aggregate fees billed for professional services
rendered for the audit of the Company's fiscal year 2001 annual financial
statements and review of the Company's interim financial statements:
$315,980.

b) Audit Related Fees: Aggregate fees billed for professional services
rendered during fiscal year 2001 related to the issuance of convertible
senior notes, audits of employees benefits plans, and consultation on
accounting standards and acquisitions: $167,710.

c) Financial Information Systems Design and Implementation Fees: None.

d) All Other Fees: Principally income tax consulting: $45,038.

The Audit Committee of the Board has considered whether provision of the
services described in sections b), c), and d) above is compatible with
maintaining the independent accountant's independence and has determined that
such services have not adversely affected Ernst & Young LLP's independence.
Representatives of Ernst & Young LLP are expected to attend the Annual Meeting
of stockholders and will have an opportunity to make a statement if they so
desire and are expected to be available to answer appropriate questions. The
Audit Committee and the Board of Directors have appointed Ernst & Young LLP as
the independent auditors of the Company for the fiscal year ending December 31,
2002.

The ratification of the appointment of the Company's independent auditors
requires the receipt of the affirmative vote of a majority of the shares of the
Company's Common Stock present in person or by proxy and voting at the Annual
Meeting. If the Board's appointment is not ratified, or if Ernst & Young LLP
declines to act, or becomes incapable of action, or if their appointment is
discontinued, the Board of Directors will appoint other independent auditors
whose continued appointment after the next Annual Meeting of Shareholders shall
be subject to ratification by the shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION
OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE
COMPANY FOR THE YEAR ENDING DECEMBER 31, 2002.

STOCKHOLDER PROPOSALS

If a stockholder of the Company wishes to have a proposal included in the
Company's proxy statement for the 2003 Annual Meeting of Stockholders, the
proposal must be received at the Company's principal executive offices by
December 26, 2002 and must otherwise comply with rules promulgated by the
Securities and Exchange Commission in order to be eligible for inclusion in the
proxy material for the 2003 Annual Meeting. If a stockholder desires to bring
business before the meeting which is not the subject of a proposal complying
with the SEC proxy rule requirements for inclusion in the proxy statement, the
stockholder must follow procedures outlined in the Company's by-laws in order to
personally present the proposal at the meeting. A copy of these procedures is
available upon request from the Secretary of the Company.

One of the procedural requirements in the Company's by-laws is timely
notice in writing of the business that the stockholder proposes to bring before
the meeting. Notice of business proposed to be brought before the 2003 Annual
Meeting or notice of a proposed nomination to the Board must be received by the
Secretary of the Company no earlier than January 23, 2003, and no later than
February 22, 2003, to be presented at the meeting. If, however, the date of next
year's Annual Meeting is earlier than April 23, 2003, or later than June 22,
2003, the earliest and latest dates will be dates determined by the Board of
Directors to be reasonable periods before the Annual Meeting. Any such notice
must provide the information required by the Company's by-laws with respect to
the stockholder making the proposal, the nominee (if any) and the other business
to be considered (if any). Under rules promulgated by the Securities and
Exchange Committee, the Company, acting through the persons named as proxies in
the proxy materials for such meeting, may exercise discretionary voting
authority with respect to any proposals that do not comply with the procedures
described above. Proposals may be mailed to the Company, to the attention of the
Secretary, 141 Mt. Bethel Road, Warren, NJ 07059.

OTHER MATTERS

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

ANADIGICS, Inc.

The undersigned hereby appoints Dr. Bami Bastani and Thomas C. Shields
proxies, with power to act without the other and with power of substitution, and
hereby authorizes them to represent and vote, as designated on the other side,
all the shares of stock of ANADIGICS, Inc. standing in the name of the
undersigned with all powers which the undersigned would possess if present at
the Annual Meeting of Stockholders of the Company to be held May 23, 2002 or any
adjournment thereof.

(Continued, and to be marked, dated and signed, on the other side)

- --------------------------------------------------------------------------------
+ FOLD AND DETACH HERE +

The Board of Directors recommends a vote FOR Proposals I and II.

Please mark --
your votes as |\/|
indicated in |/\|
the sample --
WITHHELD
FOR FOR ALL
Proposal I. ELECTION OF DIRECTORS [ ] [ ]
Nominees:
01 Henry Rein
02 Dennis Strigl

WITHHELD FOR (Write that nominee's name in the space provided below).

- ---------------------------------------------------------------------

FOR AGAINST ABSTAIN
Proposal II. APPOINTMENT OF [ ] [ ] [ ]
INDEPENDENT AUDITORS

This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction
is made, this proxy will be voted FOR all proposals.

Signature___________________________Signature__________________Date_________
NOTE: Please sign as name appears here on. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.

- --------------------------------------------------------------------------------
+ FOLD AND DETACH HERE +

Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week

Internet and telephone voting is available through 4PM Eastern Time
the business day prior to annual meeting day.

Your Internet or telephone vote authorizes the named proxies to vote your
shares in the same manner as if you marked, signed and returned your proxy card.

If you vote your proxy by Internet or by telephone,
you do NOT need to mail back your proxy card.