-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 AQR7I9sWIvJRsI4K1mGbytrWmDOZGjczXx7REDCLpXF2ZH/SOsjE/rdtva3/SvE5
 rAB59Nz/JzLrDBxnWJJ7ig==

<SEC-DOCUMENT>0000950135-01-503532.txt : 20020410
<SEC-HEADER>0000950135-01-503532.hdr.sgml : 20020410
ACCESSION NUMBER:		0000950135-01-503532
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20010930
FILED AS OF DATE:		20011114

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALPHA INDUSTRIES INC
		CENTRAL INDEX KEY:			0000004127
		STANDARD INDUSTRIAL CLASSIFICATION:	SEMICONDUCTORS & RELATED DEVICES [3674]
		IRS NUMBER:				042302115
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0328

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05560
		FILM NUMBER:		1786436

	BUSINESS ADDRESS:	
		STREET 1:		20 SYLVAN RD
		CITY:			WOBURN
		STATE:			MA
		ZIP:			01801
		BUSINESS PHONE:		6179355150

	MAIL ADDRESS:	
		STREET 1:		20 SYLVAN RD
		STREET 2:		20 SYLVAN RD
		CITY:			WOBURN
		STATE:			MA
		ZIP:			01801
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>b40835aie10-q.txt
<DESCRIPTION>ALPHA INDUSTRIES, INC.
<TEXT>
<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2001


                          Commission file number 1-5560


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


           DELAWARE                                              04-2302115
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


  20 SYLVAN ROAD, WOBURN, MASSACHUSETTS                             01801
(Address of principal executive offices)                          (Zip Code)


Registrant's telephone number, including area code:             (781) 935-5150


     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes  [ ] No

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.


               CLASS                            OUTSTANDING AT OCTOBER 28, 2001
- --------------------------------------          -------------------------------
COMMON STOCK, PAR VALUE $.25 PER SHARE                    44,124,843


<PAGE>
                                         Alpha Industries, Inc. and Subsidiaries

                                TABLE OF CONTENTS

- --------------------------------------------------------------------------------
                                                                            PAGE

PART 1   FINANCIAL INFORMATION

     Item 1 - Financial Statements

          Consolidated Balance Sheets - September 30, 2001
          (Unaudited) and April 1, 2001 ....................................   3

          Consolidated Statements of Income - Three Month
          and Six Month Periods Ended September 30, 2001 and
          October 1, 2000 (Unaudited) ......................................   4

          Consolidated Statements of Cash Flows - Six Month
          Periods Ended September 30, 2001 and October 1,
          2000 (Unaudited) .................................................   5

          Notes to Interim Consolidated Financial Statements ...............   6

     Item 2 - Management's Discussion and Analysis of
         Financial Condition and Results of Operations .....................   9

PART 2   OTHER INFORMATION

     Item 4 - Submission of Matters to a Vote of Security Holders ..........  13

     Item 6 - Exhibits and Reports on Form 8-K .............................  13


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



                                       2
<PAGE>
Alpha Industries, Inc. and Subsidiaries


CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)

<TABLE>
<CAPTION>
                                                                        Sept. 30,    April 1,
                                                                          2001        2001
                                                                       (Unaudited)  (Audited)
                                                                       -----------  ---------
<S>                                                                      <C>         <C>
ASSETS
   Current assets
         Cash and cash equivalents ...................................   $ 53,172    $ 68,802
         Short-term investments (note 2) .............................     92,356      84,982
         Accounts receivable, trade, less allowance for doubtful
               accounts of $1,095 and $921 ...........................     24,721      36,984
         Inventories (note 3) ........................................     10,984      15,661
         Prepayments and other current assets ........................      4,751       3,169
         Prepaid income taxes ........................................      8,607         735
         Deferred income taxes .......................................      8,599       9,668
                                                                         --------    --------
                  Total current assets ...............................    203,190     220,001
                                                                         --------    --------
   Property, plant and equipment, less accumulated depreciation and
         amortization of $88,338 and $78,247 .........................    124,877     114,196
   Other assets ......................................................      2,214       2,822
                                                                         --------    --------
                  Total assets .......................................   $330,281    $337,019
                                                                         ========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY
   Current liabilities
         Current maturities of long-term debt ........................   $    129    $    129
         Accounts payable ............................................     15,582      20,820
         Accrued liabilities
           Payroll and related expenses ..............................      5,109       7,283
           Other accrued liabilities .................................      2,561       3,481
                                                                         --------    --------
                  Total current liabilities ..........................     23,381      31,713
                                                                         --------    --------
   Long-term debt, less current maturities ...........................        139         235
   Other long-term liabilities .......................................      2,191       2,081
   Deferred income taxes .............................................      2,742       3,812
                                                                         --------    --------
                  Total liabilities ..................................     28,453      37,841
                                                                         --------    --------
   Commitments and contingencies (note 6)
   Stockholders' equity
         Common stock par value $.25 per share: authorized
           100,000,000 shares; issued 44,090,979 and
           43,520,880 shares ........................................      11,023      10,880
         Additional paid-in capital ..................................    230,133     221,147
         Retained earnings ...........................................     60,672      67,179
         Less - Treasury shares of 208 and 26,539 at cost ............         --          28
                                                                         --------    --------
                  Total stockholders' equity .........................    301,828     299,178
                                                                         --------    --------
                  Total liabilities and stockholders' equity .........   $330,281    $337,019
                                                                         ========    ========

</TABLE>


The accompanying notes are an integral part of these financial statements.



                                       3
<PAGE>

                                         Alpha Industries, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)



<TABLE>
<CAPTION>
                                                           Three Month              Six Month
                                                          Periods Ended            Periods Ended
                                                     ----------------------    ----------------------
                                                     Sept. 30,     Oct. 1,     Sept. 30,     Oct. 1,
                                                       2001         2000         2001         2000
                                                     ---------    ---------    ---------    ---------
<S>                                                  <C>          <C>          <C>          <C>

Net sales ........................................   $  33,001    $  73,201    $  65,222    $ 138,889
  Cost of sales ..................................      22,358       39,454       45,783       75,604
  Research and development expenses ..............       9,906        8,814       19,709       16,709
  Selling and administrative expenses ............       6,063       10,839       12,771       22,527
                                                     ---------    ---------    ---------    ---------
Operating (loss) income ..........................      (5,326)      14,094      (13,041)      24,049
Interest expense .................................         (15)         (22)         (29)         (38)
Interest income and other, net ...................       1,480        1,938        3,358        3,879
                                                     ---------    ---------    ---------    ---------
(Loss) income before income taxes ................      (3,861)      16,010       (9,712)      27,890
(Credit) provision for income taxes ..............      (1,274)       5,443       (3,205)       9,482
                                                     ---------    ---------    ---------    ---------
Net (loss) income ................................   $  (2,587)   $  10,567    $  (6,507)   $  18,408
                                                     =========    =========    =========    =========
Basic (loss) earnings per share ..................   $   (0.06)   $    0.25    $   (0.15)   $    0.43
                                                     =========    =========    =========    =========
Diluted (loss) earnings per share ................   $   (0.06)   $    0.24    $   (0.15)   $    0.41
                                                     =========    =========    =========    =========

Shares used in computing:
Basic (loss) earnings per share ..................      44,037       42,867       43,819       42,765
                                                     =========    =========    =========    =========
Diluted (loss) earnings per share ................      44,037       44,737       43,819       44,761
                                                     =========    =========    =========    =========
</TABLE>


The accompanying notes are an integral part of these financial statements




                                       4
<PAGE>

Alpha Industries, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)

<TABLE>
<CAPTION>
                                                                                Six Month Periods Ended
                                                                                -----------------------
                                                                                Sept. 30,       Oct. 1,
                                                                                  2001           2000
                                                                                --------       --------
<S>                                                                             <C>            <C>

CASH PROVIDED BY OPERATIONS:
  Net (loss) income .........................................................   $ (6,507)      $ 18,408
  Adjustments to reconcile net (loss) income
    to net cash provided by operations:
    Depreciation and amortization of property, plant and equipment ..........     10,265          7,159
    Net gain on sale of property, plant and equipment .......................        (12)            --
    Deferred income taxes ...................................................         (1)            --
    Increase (decrease) in other long-term liabilities ......................        110            (13)
    Decrease (increase)  in other assets ....................................        608           (113)
    Changes in operating assets and liabilities:
     Accounts receivable ....................................................     12,263        (16,333)
     Inventories ............................................................      4,677         (4,120)
     Prepayments and other current assets ...................................     (9,454)        (2,540)
     Accounts payable .......................................................     (5,238)          (395)
     Other accrued liabilities and expenses .................................      2,124         12,180
                                                                                --------       --------
       Net cash provided by operations ......................................      8,835         14,233
                                                                                --------       --------
CASH USED IN INVESTING:
    Additions to property, plant and equipment ..............................    (21,015)       (27,622)
    Proceeds from sale of property, plant and equipment .....................         81             --
    Purchases of short-term investments .....................................    (79,015)       (65,486)
    Maturities of short-term investments ....................................     71,641         78,689
                                                                                --------       --------
       Net cash used in investing ...........................................    (28,308)       (14,419)
                                                                                --------       --------
CASH PROVIDED BY (USED IN) FINANCING:
  Payments on long-term debt ................................................        (96)        (2,960)
  Deferred charges related to long-term debt ................................         --              1
  Proceeds from sale of stock ...............................................        366            238
  Exercise of stock options and warrants ....................................      3,573          2,669
                                                                                --------       --------
       Net cash provided by (used in) financing activities ..................      3,843            (52)
                                                                                --------       --------
Net decrease in cash and cash equivalents ...................................    (15,630)          (238)
Cash and cash equivalents, beginning of period ..............................     68,802         23,219
                                                                                --------       --------
Cash and cash equivalents, end of period ....................................   $ 53,172       $ 22,981
                                                                                ========       ========
=======================================================================================================
Supplemental cash flow disclosures:
       Cash paid for income taxes ...........................................   $    109       $  1,616
                                                                                ========       ========
       Cash paid for interest ...............................................   $     25       $     34
                                                                                ========       ========

Supplemental disclosure of non-cash operating activities:
       Tax benefit associated with the exercise of stock options ............   $  4,358       $  9,331
                                                                                ========       ========
       Compensation expense related to stock options ........................   $     62       $     90
                                                                                ========       ========
       Contribution of treasury shares to Savings and Retirement Plan .......   $    798       $    733
                                                                                ========       ========

</TABLE>


   The accompanying notes are an integral part of these financial statements


                                       5
<PAGE>

                                         Alpha Industries, Inc. and Subsidiaries


NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



NOTE 1  BASIS OF PRESENTATION

The interim financial information included herein is unaudited. In addition, the
financial information does not include all disclosures required under accounting
principles generally accepted in the United States of America because certain
note information included in the Company's annual report to shareholders has
been omitted and such information should be read in conjunction with the prior
year's annual report. However, the financial information reflects all
adjustments (consisting solely of normal recurring adjustments) that are, in the
opinion of management, necessary to a fair statement of the results for the
interim periods. The Company considers the disclosures adequate to make the
information presented not misleading.


NOTE 2  SHORT-TERM INVESTMENTS

The Company's short-term investments are classified as held-to-maturity. These
investments consist primarily of commercial paper and securities issued by
various federal agencies and corporations with original maturities of more than
90 days and less than one year. Such short-term investments are carried at
amortized cost, which approximates fair value, due to the short period of time
to maturity. Gains and losses are included in investment income in the period
they are realized.

NOTE 3  INVENTORIES

<TABLE>
<CAPTION>
                                                             Sept. 30,   April 1,
   Inventories consist of the following:                       2001        2001
                                                             --------    -------
                                                                (in thousands)
<S>                                                           <C>        <C>
     Raw materials.........................................   $ 3,749    $ 5,187
     Work-in-process.......................................     5,141      7,868
     Finished goods........................................     2,094      2,606
                                                              -------    -------
                                                              $10,984    $15,661
                                                              =======    =======
</TABLE>

NOTE 4  SEGMENT INFORMATION

The Company is organized into two reportable segments as follows:

SEMICONDUCTOR PRODUCTS:

The Semiconductor Products segment designs and manufactures gallium arsenide
integrated circuits, other discrete semiconductors and multi-chip modules
primarily for the global wireless communications and broadband markets.

CERAMIC PRODUCTS:

The Ceramic Products segment designs and manufactures technical ceramic and
magnetic products for the global wireless infrastructure and broadband markets.


                                       6
<PAGE>
Alpha Industries, Inc. and Subsidiaries


NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

NOTE 4  SEGMENT INFORMATION (CONTINUED)

The table below presents selected financial data by business segment for the
periods indicated.


<TABLE>
<CAPTION>
                                       THREE MONTH              SIX MONTH
                                      PERIODS ENDED            PERIODS ENDED
                                   ------------------       --------------------
                                   SEPT. 30,  OCT. 1,       SEPT. 30,    OCT. 1,
                                     2001      2000           2001        2000
                                   --------   -------       --------    --------
                                                 (in thousands)
<S>                                <C>        <C>           <C>         <C>
NET SALES
Semiconductor Products .........   $26,809    $60,970       $ 52,991    $113,930
Ceramic Products ...............     6,192     12,231         12,231      24,959
                                   -------    -------       --------    --------
                                   $33,001    $73,201       $ 65,222    $138,889
                                   =======    =======       ========    ========

OPERATING (LOSS) INCOME
Semiconductor Products .........   $(5,309)   $11,956       $(12,305)   $ 19,834
Ceramic Products ...............       (17)     2,138           (736)      4,215
                                   -------    -------       --------    --------
                                   $(5,326)   $14,094       $(13,041)   $ 24,049
                                   =======    =======       ========    ========

<CAPTION>
                                                            SEPT. 30,   APRIL 1,
                                                              2001        2001
                                                            --------    --------
                                                               (in thousands)
<S>                                                         <C>        <C>
NET LONG-LIVED ASSETS
Semiconductor Products..................................    $108,237    $ 97,568
Ceramic Products........................................      16,640      16,628
                                                            --------    --------
                                                            $124,877    $114,196
                                                            ========    ========
TOTAL ASSETS
Semiconductor Products..................................    $135,236    $138,614
Ceramic Products........................................      26,336      29,217
Corporate   ............................................     168,709     169,188
                                                            --------    --------
                                                            $330,281    $337,019
                                                            ========    ========

<CAPTION>
                                                                 SIX MONTH
                                                               PERIODS ENDED
                                                            --------------------
                                                            SEPT. 30,    OCT. 1,
                                                              2001        2000
                                                            -------      -------
                                                              (in thousands)
<S>                                                         <C>        <C>
TOTAL CAPITAL EXPENDITURES
Semiconductor Products..................................    $19,534      $24,757
Ceramic Products........................................      1,481        2,865
                                                            -------      -------
                                                            $21,015      $27,622
                                                            =======      =======
</TABLE>


SIGNIFICANT CUSTOMERS

During the three months ended September 30, 2001, one customer accounted for
approximately 40% of the Company's total net sales. During the three months
ended October 1, 2000, two customers accounted for approximately 25% and 14%,
respectively, of the Company's total net sales. For the six months ended
September 30, 2001, one customer accounted for approximately 31% of the
Company's total net sales. For the six months ended October 1, 2000, two
customers accounted for approximately 29% and 14%, respectively, of the
Company's total net sales. As of September 30, 2001 and April 1, 2001, one
customer accounted for approximately 30% and 16%, respectively, of the Company's
gross accounts receivable.


                                       7
<PAGE>
                                        Alpha Industries, Inc. and Subsidiaries


NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)

NOTE 5   EARNINGS PER SHARE

A reconciliation of the weighted average number of shares outstanding used in
the computation of the basic and diluted (loss) earnings per share for the three
month and six month periods ended September 30, 2001 and October 1, 2000 is as
follows:

<TABLE>
<CAPTION>
                                                    THREE MONTH             SIX MONTH
                                                   PERIODS ENDED           PERIODS ENDED
                                                -------------------     -------------------
                                                SEPT. 30,    OCT. 1,    SEPT. 30,    OCT. 1,
                                                  2001        2000        2001        2000
                                                ---------   -------     ---------   -------
                                                                (in thousands)
<S>                                              <C>         <C>         <C>         <C>
Weighted average shares (basic)...............   44,037      42,867      43,819      42,765
Effect of dilutive stock options..............       --       1,870          --       1,996
                                                -------     -------     -------     -------
Weighted average shares (diluted).............   44,037      44,737      43,819      44,761
                                                =======     =======     =======     =======
</TABLE>

For the periods ended September 30, 2001 and October 1, 2000, options to
purchase approximately 6.5 million and 1.2 million shares, respectively, were
outstanding but not included in the computation of diluted (loss) earnings per
share because their effect would have been antidilutive.

NOTE 6  COMMITMENTS AND CONTINGENCIES

The Company is party to suits and claims arising in the normal course of
business. Management believes these are adequately provided for or will result
in no material additional liability to the Company.

                                       8
<PAGE>
Alpha Industries, Inc. and Subsidiaries


                                 PART I - ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

OVERVIEW

We design, develop, manufacture and market proprietary radio frequency,
microwave frequency and millimeter wave frequency integrated circuits, discrete
semiconductors and integrated modules for the wireless and broadband
communications markets. We also design, develop, manufacture and market
proprietary technical ceramic and magnetic products for the wireless
infrastructure and broadband markets.

RESULTS OF OPERATIONS

The following table shows our statement of operations data as a percentage of
sales for the periods indicated.

<TABLE>
<CAPTION>
                                                        THREE MONTH             SIX MONTH
                                                        PERIODS ENDED         PERIODS ENDED
                                                     -------------------    ------------------
                                                     SEPT. 30,   OCT. 1,    SEPT. 30,   OCT. 1,
                                                       2001       2000        2001       2000
                                                     --------    -------    --------    -------
<S>                                                    <C>        <C>         <C>       <C>
Net sales............................................  100.0%     100.0%      100.0%    100.0%
Cost of sales .......................................   67.7       53.9        70.2      54.4
                                                       -----      -----       -----     -----
Gross margin.........................................   32.3       46.1        29.8      45.6
Research and development expenses....................   30.0       12.0        30.2      12.0
Selling and administrative expenses..................   18.4       14.8        19.6      16.2
                                                       -----      -----       -----     -----
Operating (loss) income..............................  (16.1)      19.3       (20.0)     17.3
Other income, net....................................    4.4        2.6         5.1       2.8
                                                       -----      -----       -----     -----
(Loss) income before income taxes....................  (11.7)      21.9       (14.9)     20.1
(Benefit) provision for income taxes.................   (3.9)       7.4        (4.9)      6.8
                                                       ------     -----       ------    -----
Net (loss) income...................................    (7.8)%     14.4%      (10.0)%    13.3%
                                                       ======     =====       ======    =====
</TABLE>

NET SALES. Net sales decreased 54.9% to $33.0 million for the three months ended
September 30, 2001 from $73.2 million for the same period last year. For the
first six months of fiscal 2002, net sales decreased 53.0% to $65.2 million from
$138.9 million for the first six months of fiscal 2001. Orders decreased 60.3%
to $30.7 million for the three months ended September 30, 2001, compared with
$77.3 million for the same period last year. The decline in net sales and orders
continues to be the result of a downturn in the wireless handset, wireless
infrastructure and broadband markets. This downturn had a significant effect on
both of our business segments: Semiconductor Products and Ceramic Products.
Deliveries to one customer represented approximately 40% of our total net sales
for the three months ended September 30, 2001 compared to two customers, which
represented approximately 25% and 14%, respectively, of our total net sales for
the same period last year. Deliveries to one customer represented approximately
31% of our total net sales for the first six months of fiscal 2002 compared to
two customers, which represented approximately 29% and 14%, respectively, of our
total net sales for the comparable period last year.

GROSS PROFIT. Gross profit decreased 68.5% to $10.6 million or 32.3% of net
sales for the three months ended September 30, 2001 from $33.7 million or 46.1%
of net sales for the comparable period last year. For the first six months of
fiscal 2002, gross profit decreased 69.3% to $19.4 million or 29.8% of net sales
compared with $63.3 million or 45.6% of net sales for the same period last year.
This decline continues to be the result of the decrease in net sales and the
resulting underutilization of manufacturing capacity.



                                       9
<PAGE>
                                        Alpha Industries, Inc. and Subsidiaries


RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses increased
12.4% to $9.9 million or 30.0% of net sales for the three months ended September
30, 2001 from $8.8 million or 12.0% of net sales for the comparable period last
year. For the first six months of fiscal 2002, research and development expenses
increased 18.0% to $19.7 million or 30.2% of net sales from $16.7 million or
12.0% of net sales for the comparable period last year. The increase in research
and development expenses continues to be the result of our commitment to design
new products and processes and address new opportunities to meet our customers'
demands. This sustained effort to meet our customers' changing product
requirements is highlighted by our focus on the migration from individual chips
to integrated radio frequency module solutions.

During the three months ended September 30, 2001, we announced the introduction
of our advanced InP-based HBT (Indium Phosphide heterojunction bipolar
transistor) process for high-performance wireless and optical applications.
Furthermore, we opened a design center in the Chicago suburb of Mundelein,
Illinois to focus on the development of Wide Band Code Division Multiple Access
(W-CDMA) and other linear power amplifier modules for next generation wireless
applications.

SELLING AND ADMINISTRATIVE EXPENSES. Selling and administrative expenses
decreased 44.1% to $6.1 million or 18.4% of net sales for the three months ended
September 30, 2001 from $10.8 million or 14.8% of net sales for the comparable
period last year. For the first six months of fiscal 2002, selling and
administrative expenses decreased $9.8 million to $12.8 million or 19.6% of net
sales from $22.5 million or 16.2% of net sales for the comparable period last
year. The decline in selling and administrative expenses was primarily the
result of a reduction in sales commission expenses, reduced discretionary
spending and a reduction in workforce.

OTHER INCOME (EXPENSE), NET. Other income, net, for the three months ended
September 30, 2001 and first six months of fiscal 2002 decreased $451,000 and
$512,000, respectively, over the comparable periods last year. These decreases
were primarily attributable to a decline in interest income as a result of lower
interest rates.

CREDIT FOR INCOME TAXES. The credit for income taxes has been recorded based on
the current estimate of our effective tax rate of 33%. This rate differs from
the statutory federal income tax rate primarily because of state and federal tax
credits. The current estimate of our effective tax rate may be modified based on
future operating results.

BUSINESS SEGMENTS

The table below displays net sales and operating income by business segment for
the periods indicated.

<TABLE>
<CAPTION>
                                                          THREE MONTH                       SIX MONTH
                                                         PERIODS ENDED                    PERIODS ENDED
                                                   --------------------------        ------------------------
                                                    SEPT. 30,         OCT. 1,        SEPT. 30,        OCT. 1,
                                                      2001             2000            2001            2000
                                                   ----------        --------        ---------      ---------
                                                                         (in thousands)
<S>                                                  <C>              <C>            <C>              <C>
NET SALES
Semiconductor Products...........................    $26,809          $60,970        $ 52,991         $113,930
Ceramic Products.................................      6,192           12,231          12,231           24,959
                                                     -------          -------        --------         --------
                                                     $33,001          $73,201        $ 65,222         $138,889
                                                     =======          =======        ========         ========
OPERATING (LOSS) INCOME
Semiconductor Products...........................    $(5,309)         $11,956        $(12,305)        $ 19,834
Ceramic Products.................................        (17)           2,138            (736)           4,215
                                                     -------          -------         -------         --------
                                                     $(5,326)         $14,094        $(13,041)        $ 24,049
                                                     =======          =======        ========         ========
</TABLE>

SEMICONDUCTOR PRODUCTS. Net sales for the Semiconductor Products segment
decreased 56.0% to $26.8 million for the three months ended September 30, 2001
from $61.0 million for the same period last year. For the first six months of
fiscal 2002, net sales for the Semiconductor Products segment decreased 53.5% to
$53.0 million from $113.9 million for the same period last year. The decrease
was primarily attributable to a downturn in both of our targeted markets,
wireless communications and broadband.

Operating (loss) income for the Semiconductor Products segment decreased to an
operating loss of $5.3 million and $12.3 million, respectively, for the three
months ended September 30, 2001 and the first six months of fiscal 2002 compared



                                       10
<PAGE>
Alpha Industries, Inc. and Subsidiaries


to operating income of $12.0 million and $19.8 million, respectively, for the
comparable periods last year. The decline was primarily the result of lower
revenue generated during the three months ended September 30, 2001 and first six
months of fiscal 2002 when compared to the same periods last year.

CERAMIC PRODUCTS. Net sales for the Ceramic Products segment for the three
months ended September 30, 2001 decreased 49.4% to $6.2 million from $12.2
million for the same period last year. For the first six months of fiscal 2002,
net sales for the Ceramic Products segment decreased 51.0% to $12.2 million from
$25.0 million for the same period last year. The decline was primarily
attributable to a downturn in the wireless infrastructure and broadband markets.

Operating (loss) income for the Ceramic Products segment decreased to an
operating loss of $17,000 and $736,000, respectively, for the three months ended
September 30, 2001 and the first six months of fiscal 2002 compared to operating
income of $2.1 million and $4.2 million, respectively, for the comparable
periods last year. The decline was primarily the result of lower revenue
generated during the three months ended September 30, 2001 and first six months
of fiscal 2002 when compared to the same periods last year.


FINANCIAL CONDITION

At September 30, 2001, working capital totaled $179.8 million and included
$145.5 million in cash, cash equivalents and short-term investments. Annualized
inventory turns for the six months ended September 30, 2001 decreased to 8.3,
compared to 9.4 for the comparable period last year. Additionally, days sales
outstanding for the six months ended September 30, 2001 increased to 69 days
compared to 66 days for the comparable period last year. We continued to manage
our working capital during the downturn in the wireless communications and
broadband markets. We reduced inventory levels and managed our investment in
capital expenditures, while maintaining our commitment to investment in
research and development and maintaining our manufacturing capability.

Capital expenditures for the six months ended September 30, 2001 totaled $21.0
million. Of the $21.0 million, approximately $19.5 million related to the
Semiconductor Products segment as we continued our investment in major capital
initiatives in the semiconductor gallium arsenide (GaAs) wafer fabrication
operation and the integrated circuit (IC) and discrete semiconductor assembly
and test areas. We are creating a GaAs IC production line that will allow the
manufacture of product on six-inch wafers. We expect to complete this project
within eighteen months at an estimated cost of approximately $30 million. Once
this new six-inch wafer production line is in operation, we plan to convert our
existing four-inch wafer production areas to six-inch, as future demand
requires. Improvements in manufacturing capabilities at our ceramics facilities
accounted for approximately $1.5 million.

We believe that anticipated cash from operations, available funds, including the
net proceeds from our fiscal 2000 stock offering, and borrowings under our
revolving credit agreement, will be adequate to fund our currently planned
working capital and capital expenditure requirements, at least through fiscal
2002.


                                       11
<PAGE>
                                         Alpha Industries, Inc. and Subsidiaries

OTHER MATTERS

Safe Harbor Statement - Except for the historical information contained herein,
this report contains forward-looking statements that reflect our current
intentions, expectations and predictions of future results, accomplishments and
other matters, all of which are inherently subject to risks and uncertainties.
Actual results may differ materially from those anticipated in forward-looking
statements, based on various factors. Such factors include, but are not limited
to: variations in projected financial results for fiscal year 2002 and the
remaining quarters of fiscal year 2002, expected benefits from and timing and
success of our product development efforts, our ability to generate increased
dollar content per platform, successful participation in new data services such
as 3G, GPRS and 2.5G, the timing and extent of recovery in the infrastructure,
broadband and wireless markets, the success of our various strategic
relationships, our success in penetrating new markets, cancellation or
postponement of customer orders, inability to predict customer orders, the
disproportionate impact of our business relationships with our larger customers,
erosion of selling prices or margins, modification of our plans or intentions,
and market developments, competitive pressures and changes in economic
conditions that vary from our expectations. Additional information on these and
other factors that may cause actual results and our performance to differ
materially is included in the Company's periodic reports filed with the
Securities and Exchange Commission, including but not limited to our Annual
Report on Form 10-K for the year ended April 1, 2001 and subsequently filed Form
10-Q. We caution readers not to place undue reliance upon any such
forward-looking statements, which speak only as of the date made. We do not
undertake or accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statement to reflect any change in
our expectations or any change in events, conditions or circumstance on which
any such statement is based.


                                       12
<PAGE>
Alpha Industries, Inc. and Subsidiaries

                           PART II - OTHER INFORMATION


ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


     (a)  On September 10, 2001, Alpha Industries, Inc. held its Annual Meeting
          of Stockholders.

     (b)  Omitted pursuant to Instruction 3 to Item 4 of Form 10-Q.

     (c)  A proposal to elect Timothy R. Furey, George S. Kariotis and David J.
          McLachlan as Class 3 Directors to hold office for a three-year term
          until the 2004 Annual Meeting of Stockholders and until their
          successors have been duly elected and qualified was approved with the
          following vote: Mr. Furey 39,472,696 for and 76,608 withheld, Mr.
          Kariotis 39,469,832 for and 79,472 withheld and Mr. McLachlan
          39,472,696 for and 76,608 withheld.

          A proposal to approve the Directors' 2001 Stock Option Plan was
          approved with the following vote: 27,313,357 for, 12,187,024 against
          and 48,923 abstained.


ITEM 6  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          (10) Material Contracts

               (n)  Alpha Industries, Inc. Directors' 2001 Stock Option Plan.

     (b)  Reports on Form 8-K

          No reports on Form 8-K were filed with the Securities and Exchange
          Commission during the fiscal quarter ended September 30, 2001.









                                       13
<PAGE>
                                         Alpha Industries, Inc. and Subsidiaries

                                   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 thereunto duly authorized.


Date: NOVEMBER 9, 2001                  ALPHA INDUSTRIES, INC. AND SUBSIDIARIES
                                        ---------------------------------------
                                                       Registrant



                                        /s/ David J. Aldrich
                                        ---------------------------------------
                                        David J. Aldrich
                                        Chief Executive Officer
                                        President
                                        Director




                                        /s/ Paul E. Vincent
                                        ---------------------------------------
                                        Paul E. Vincent
                                        Chief Financial Officer
                                        Principal Financial Officer
                                        Principal Accounting Officer
                                        Secretary




                                       14
<PAGE>
Alpha Industries, Inc. and Subsidiaries



Listed and indexed below are all Exhibits filed as part of this report.

Exhibit No.    Description
- -----------    -----------

10.n           Alpha Industries, Inc. Directors' 2001 Stock Option Plan.






                                       15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.N
<SEQUENCE>3
<FILENAME>b40835aiex10-n.txt
<DESCRIPTION>DIRECTORS' 2001 STOCK OPTION PLAN
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.n

                             ALPHA INDUSTRIES, INC.

                        DIRECTORS' 2001 STOCK OPTION PLAN


1.   PURPOSE. The purpose of this Directors' 2001 Stock Option Plan is to enable
the Corporation to attract and retain the services of experienced and
knowledgeable directors and to provide additional incentives for such directors
to continue to work for the best interests of the Corporation and its
stockholders through continuing ownership of its common stock.

2.   DEFINITIONS. As used herein, each of the following terms has the indicated
meaning:

     "Annual Meeting" means the Corporation's annual meeting of stockholders or
     special meeting in lieu of annual meeting of stockholders at which one or
     more directors are elected.

     "Board" means the Board of Directors of the Corporation.

     "Corporation" means Alpha Industries, Inc.

     "Director" means a person who, as of any applicable date, is a member of
     the Board and not an officer of the Corporation or a Subsidiary.

     "Fair Market Value" means the closing sale price quoted during the regular
     trading session of the Nasdaq or such other national securities exchange or
     automated quotation system on which the Shares may be traded or quoted on
     the date of the granting of the Option.

     "Officer" shall have the meaning provided under Rule 3b-2 promulgated
     pursuant to the Securities Exchange Act of 1934, as amended (the "1934
     Act").

     "Option Exercise Period" means the period commencing one (1) year after the
     date of grant of an Option pursuant to this Plan and ending ten years from
     the date of grant.

     "Plan" means this Directors' 2001 Stock Option Plan.

     "Shares" means the Common Stock, $.25 par value per share, of the
     Corporation.

     "Subsidiary" means any corporation in an unbroken chain of corporations
     beginning with the Corporation if, at the time of grant of the Option, each
     of the corporations other than the last in the unbroken chain owns stock
     possessing 50% or more of the total combined voting power of all classes of
     stock in one of the other corporations in such chain.

3.   STOCK SUBJECT TO THE PLAN.

     (a)  The aggregate number of Shares that may be issued and sold under the
Plan shall be 250,000. The Plan supercedes the Corporation's 1994 Non-Qualified
Stock Option Plan for Non-Employee Directors and its 1997 Non-Qualified Stock
Option Plan for Non-Employee Directors, as to future grants of options. No
further options will be granted under the 1994 and 1997 plans.

     (b)  The Shares to be issued upon exercise of Options granted under this
Plan shall be made available, at the discretion of the Board, from (i) treasury
Shares and Shares reacquired by the



                                      -1-
<PAGE>

Corporation for such purposes, including Shares purchased in the open market,
(ii) authorized but unissued Shares, and (iii) Shares previously reserved for
issuance upon exercise of director's options (i.e., options under the Plan or
under the 1994 or 1997 plans) which have expired or been terminated. If any
Option granted under this Plan shall expire or terminate for any reason without
having been exercised in full, the unpurchased Shares covered thereby shall
become available for grant under additional Options under the Plan so long as it
shall remain in effect.

4.   ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Board.
The Board shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
deem advisable from time to time, to interpret the terms and provisions of the
Plan and any Option issued under the Plan (and any writing or agreement relating
thereto) and to otherwise supervise the administration of the Plan.

5.   ELIGIBILITY. Options shall be granted only to Directors, as that term is
 defined in Section 2, above.

6.   GRANT OF OPTIONS.

     (a)  Each year, immediately following the Corporation's Annual Meeting,
each then Director shall be granted an Option to purchase 15,000 Shares.

     (b)  Upon initial election by the stockholders or appointment by the Board
as a Director, immediately following the Annual Meeting at which such Director
is first elected by the stockholders or immediately following the meeting of the
Board at which such Director is appointed by the Board, each Director shall be
granted an Option to purchase 45,000 Shares.

7.   TERMS OF OPTIONS AND LIMITATIONS THEREON.

     (a)  OPTION AGREEMENT. Each Option granted under this Plan shall be
evidenced by a writing or an option agreement between the Corporation and the
Option holder and shall be upon such terms and conditions, not inconsistent with
this Plan, as the Board may determine.

     (b)  PRICE. The price at which any Shares may be purchased pursuant to the
exercise of an Option shall be the greater of the Fair Market Value of the
Shares on the date of grant or par value.

     (c)  EXERCISE OF OPTION. Each Option granted under this Plan may be
exercised as follows:

          (1)  beginning on the first anniversary of the date of grant, for up
               to 25% of the Shares covered by the Option; and

          (2)  beginning on each anniversary of the date of grant thereafter,
               for up to an additional 25% of such Shares for each additional
               year, until, on the fourth anniversary of the date of grant, the
               Option may be exercised as to 100% of the Shares covered by the
               Option.

Options may be exercised in whole or in part, from time to time, only during the
Option Exercise Period, by the giving of written notice, signed by the holder of
the Option, to the Corporation stating the number of Shares with respect to
which the Option is being exercised, accompanied by full payment for such Shares
pursuant to section 8(a) hereof

     (d)  CESSATION OF SERVICE AS A DIRECTOR AND OTHER EVENTS. If an Option
holder's service as a Director of the Corporation is terminated, then that
holder's Options may be exercised as to all shares


                                      -2-
<PAGE>

that have not been previously purchased only in accordance with the following
provisions and notwithstanding any other provision of this Plan -

          (1)  In the event of cessation of service by reason of an Option
               holder's death, the Options may be exercised by the holder or by
               the executors, administrators, legatees or distributees of his or
               her estate as to all vested and unvested shares until the earlier
               of the Option Expiration Date or twelve (12) months after the
               date of death.

          (2)  In the event of cessation of service by reason of an Option
               holder's permanent and total disability, the Options may be
               exercised as to all shares vested as of the date of the cessation
               of service until the earlier of the Option Expiration Date or six
               (6) months after the date of cessation of service. Shares not
               vested as of the date of the cessation of service may not be
               exercised.

          (3)  In the event of cessation of service for Cause, the Options may
               not be exercised as to any shares, whether or not they were
               previously vested. "Cause" shall be defined as cessation of
               service on account of any act of (i) fraud or intentional
               misrepresentation, or (ii) embezzlement, misappropriation or
               conversion of assets or opportunities of the Corporation or any
               Subsidiary.

          (4)  In the event of cessation of service for any other reason,
               including without limitation cessation of service without Cause
               and voluntary resignation, the Options may be exercised as to all
               shares vested as of the date of the cessation of service until
               the earlier of the Option Expiration Date or three (3) months
               after the date of cessation of service. Shares not vested as of
               the date of the cessation of service may not be exercised.

     (e)  NON-ASSIGNABILITY. No Option, or right or interest in an Option, shall
be assignable or transferable by the holder, except by will, the laws of descent
and distribution or pursuant to a qualified domestic relations order (as defined
in the Internal Revenue Code of 1986, as amended, or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder),
and during the lifetime of the holder shall be exercisable only by him or her.

8.   PAYMENT.

     (a)  The purchase price of Shares upon exercise of an Option shall be paid
by the Option holder in full upon exercise, and may be paid (i) in cash, (ii) by
delivery of Shares valued at Fair Market Value on the date of exercise to the
extent such disposition of Shares is permitted under Rule 16b-3 (defined in
Paragraph 12(c), below), or (iii) any combination of cash and Shares as provided
in Clause (ii), with any payment made pursuant to Clause (ii) or (iii) only as
permitted by the Board, in its sole discretion.

     (b)  No Shares shall be granted under this Plan or issued or transferred
upon exercise of any Option under this Plan unless and until all legal
requirements applicable to the issuance or transfer of such Shares, and such
other requirements as are consistent with the Plan, have been complied with to
the satisfaction of the Board, including without limitation those described in
Paragraph 12 hereof.

9.   STOCK ADJUSTMENTS.

     (a)  If the Corporation is a party to any merger or consolidation, any
purchase or acquisition of property or stock, or any separation, reorganization
or liquidation, the Board (or, if the Corporation is not the surviving
corporation, the board of directors of the surviving corporation) shall have the
power to



                                      -3-
<PAGE>

make arrangements, which shall be binding upon the holders of unexpired Options,
for the substitution of new options for, or the assumption by another
corporation of, any unexpired Options then outstanding hereunder.

     (b)  If by reason of recapitalization, reclassification, stock split,
combination of shares, separation (including a spin-off) or dividend on the
stock payable in Shares, the outstanding Shares of the Corporation are increased
or decreased or changed into or exchanged for a different number or kind of
shares or other securities of the Corporation, the Board shall conclusively
determine the appropriate adjustment in the exercise prices of outstanding
Options and in the number and kind of shares as to which outstanding Options
shall be exercisable, in such manner as to result in the Options being
exercisable.

     (c)  In the event of a transaction of the type described in paragraphs (a)
and (b) above, the total number of Shares on which Options may be granted under
this Plan shall be appropriately adjusted by the Board.

10.  CHANGE OF CONTROL PROVISIONS.

     (a)  Notwithstanding any other provision of the Plan to the contrary, in
the event of a Change of Control, any Options outstanding as of the date such
Change of Control is determined to have occurred and not then exercisable shall
become fully exercisable to the full extent of the original grant.

     (b)  A "Change in Control" will be deemed to have occurred if the
Continuing Board of the Corporation shall have ceased for any reason to
constitute a majority of the Board of Directors of the Corporation. For this
purpose, a "Continuing Director" will include any member of the Board of
Directors of the Corporation as of the Effective Date and any person nominated
for election to the Board of Directors of the Corporation by a majority of the
then Continuing Directors.


11.  NO RIGHTS OTHER THAN THOSE EXPRESSLY CREATED. No person affiliated with the
Corporation or any Subsidiary or other person shall have any claim or right to
be granted an Option hereunder. Neither this Plan nor any action taken hereunder
shall be construed as (i) giving any Option holder any right to continue to be
affiliated with the Corporation, (ii) giving any Option holder any equity or
interest of any kind in any assets of the Corporation, or (iii) creating a trust
of any kind or a fiduciary relationship of any kind between the Corporation and
any such person. No Option holder shall have any of the rights of a stockholder
with respect to Shares covered by an Option, until such time as the Option has
been exercised and Shares have been issued to such person.

12.  MISCELLANEOUS.

     (a)  WITHHOLDING OF TAXES. Pursuant to applicable federal, state, local or
foreign laws, the Corporation may be required to collect income or other taxes
upon the grant of an Option to, or exercise of an Option by, a holder. The
Corporation may require, as a condition to the exercise of an Option, that the
recipient pay the Corporation, at such time as the Board determines, the amount
of any taxes which the Board may determine is required to be withheld.

     (b)  SECURITIES LAW COMPLIANCE. Upon exercise of an Option, the holder
shall be required to make such representations and furnish such information as
may, in the opinion of counsel for the Corporation, be appropriate to permit the
Corporation to issue or transfer the Shares in compliance with the provisions of
applicable federal or state securities laws. The Corporation, in its discretion,
may postpone the


                                      -4-
<PAGE>

issuance and delivery of Shares, upon any exercise of an Option, until
completion of such registration or other qualification of such Shares under any
federal or state laws, or stock exchange listing, as the Corporation may
consider appropriate. The Corporation intends to register or qualify the Shares
under federal and state securities laws, but is not obligated to register or
qualify the Shares under such laws and may refuse to issue such Shares if
neither registration nor exemption therefrom is practical. The Board may require
that prior to the issuance or transfer of any Shares upon exercise of an Option,
the recipient enter into a written agreement to comply with any restrictions on
subsequent disposition that the Board or the Corporation deems necessary or
advisable under any applicable federal and state securities laws. Certificates
representing the Shares issued hereunder may contain a legend reflecting such
restrictions.

     (c)  COMPLIANCE WITH RULE 16b-3. With respect to a person subject to
Section 16 of the 1934 Act, the Plan is intended to be, upon approval by the
shareholders of the Corporation, a formula plan, and transactions under this
Plan are intended to comply with all applicable conditions of Rule 16b-3 or its
successors ("Rule 16b-3") under the 1934 Act. To the extent any provision of the
Plan or action by the administrators of the Plan fails to so comply, such
provision or action shall be deemed null and void to the extent permitted by law
and, if a provision hereof, deemed subject to amendment or determination by the
administrators of the Plan.

     (d)  INDEMNITY. The Board shall not be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with their responsibilities with respect to the Plan, and the Corporation hereby
agrees to indemnify the members of the Board, in respect of any claim, loss,
damage, or expense (including counsel fees) arising from any such act, omission,
interpretation, construction or determination, to the full extent permitted by
law.

     (e)  OPTIONS NOT DEEMED INCENTIVE STOCK OPTIONS. Options granted under the
Plan shall not be deemed incentive stock options as that term is defined in
Section 422 of the Internal Revenue Code of 1986, as amended.

13.  EFFECTIVE DATE; AMENDMENT; TERMINATION.

     (a)  The effective date of this Plan shall be the date of the approval of
the shareholders.

     (b)  The Board may at any time, and from time to time, amend, suspend or
terminate this Plan in whole or in part, provided, however, that the provisions
of this Plan relating to the amount and price of securities to be awarded and
the timing of such awards may not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, each as amended, or the rules thereunder.
However, except as provided herein, no amendment, suspension or termination of
this Plan may affect the rights of any person to whom an Option has been granted
without such person's consent.

     (c)  This Plan shall terminate ten years from its effective date, and no
Option shall be granted under this Plan thereafter, but such termination shall
not affect the validity of Options granted prior to the date of termination.


- --------------------------------------------------------------------------------
Board of Directors' Adoption:                   April 26, 2001
Approved by Shareholders:                       September 10, 2001



                                      -5-

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
