content: <PAGE>   1
  
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 2000
                                                        Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
  
                             --------------------------
  
  
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             The Securities Act of 1933
  
                             --------------------------
  
  
  
  
                               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 Number)
  
             20 SYLVAN ROAD, WOBURN, MASSACHUSETTS 01801 (781) 935-5150
            (Address, Including Zip Code, and Telephone Number, Including
               Area Code, of Registrant's Principal Executive Offices)
                             --------------------------
  
  
                               ALPHA INDUSTRIES, INC.
                       1999 EMPLOYEE LONG-TERM INCENTIVE PLAN
                              (Full Title of the Plan)
  
  
                            GORDON H. HAYES, JR., ESQUIRE
                           TESTA, HURWITZ & THIBEAULT, LLP
                    125 HIGH STREET, BOSTON, MASSACHUSETTS 02110
                                   (617) 248-7000
                        (Name, Address and Telephone Number,
                     Including Area Code, of Agent for Service)
  
                             --------------------------
  
  
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  
  ===============================================================================================================================
                                                                    Proposed                Proposed
                                               Amount                Maximum                Maximum               Amount of
         Title of Each Class of                to Be             Offering Price            Aggregate            Registration
      Securities to Be Registered            Registered           Per Share(1)         Offering Price(1)           Fee(2)
  -------------------------------------------------------------------------------------------------------------------------------
  <S>                               <C>                       <C>                   <C>                     <C>
  
  Common Stock, $ .25 par  value        3,610,000 Shares (2)        $24.8125             $89,573,125              $23,648
  ===============================================================================================================================
  </TABLE>
  
  (1)  The registration fee has been calculated pursuant to Rule 457(h) under the
       Securities Act of 1933, as amended, on the basis of the average of the high
       and low reported price of the Common Stock of Alpha Industries, Inc. on the
       Nasdaq National Market on October 18, 2000.
  
  (2)  Such presently indeterminable number of additional shares of Common Stock
       are registered hereunder as may be issued in the event of a merger,
       consolidation, reorganization, recapitalization, stock dividend, stock
       split, stock combination or other similar change in the Common Stock.
  
  ================================================================================
  
  
  <PAGE>   2
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents are hereby incorporated by reference in this
  Registration Statement:
  
       (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
            April 2, 2000 filed pursuant to Section 13(a) or 15(d) of the
            Securities Exchange Act of 1934, as amended (the "Exchange Act");
  
       (b)  All other reports filed by the Registrant pursuant to Section 13(a) or
            15(d) of the Exchange Act since the end of the fiscal year covered by
            the Registrant's Annual Report referred to in (a) above, including
            without limitation, (i) the Registrant's Quarterly Report on Form 10-Q
            for the fiscal quarter ended July 2, 2000; (ii) the Registrant's
            Current Report on Form 8-K dated May 5, 2000; and (iii) the
            Registrant's Proxy Statement for the annual meeting of stockholders
            held on September 11, 2000; and
  
       (c)  The description of the Registrant's Common Stock contained in the
            Registrant's Registration Statement on Form 8-A (Registration No.
            0-24357) filed under the Exchange Act with the Securities and Exchange
            Commission.
  
       All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
  filing of a post-effective amendment which indicates that all securities offered
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed to be incorporated by reference in this Registration Statement and to
  be a part hereof from the date of filing of such documents.
  
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
       Not Applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not Applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Article Tenth of the Registrant's Restated Certificate of Incorporation
  eliminates the personal liability of directors to the Registrant or its
  stockholders for monetary damages for breaches of their fiduciary duty (subject
  to certain exceptions, such as breaches of the duty of loyalty to registrant or
  its stockholders), and provides that the Registrant may indemnify its officers
  and directors to the full extent permitted by law.
  
       The Registrant's Amended and Restated By-laws include provisions for
  mandatory indemnification of its officers and directors provided certain
  conditions are met. Section 145 of the General Corporation Law of the State of
  Delaware authorizes a corporation to indemnify directors, officers, employees or
  agents of the corporation in non-derivative suits if such party acted in good
  faith and in a manner he or she reasonably believed to be in or not opposed to
  the best interests of the corporation and, with respect to any criminal action
  or proceeding, had no reasonable cause to believe his conduct was unlawful, as
  determined in accordance with the Delaware General Corporation Law. Section 145
  further provides that indemnification shall be provided if the party in question
  is successful on the merits or otherwise.
  
       The effect of these provisions would be to permit such indemnification by
  the Registrant for liabilities arising under the Securities Act of 1933, as
  amended, to the extent permitted under such act.
  
          The Registrant has directors' and officers' liability insurance.
  <PAGE>   3
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not Applicable.
  
  ITEM 8. EXHIBITS.
  
  NUMBER   DESCRIPTION
  ------   -----------
  
  4(a)     Specimen Certificate of Common Stock (Filed as Exhibit 4(a) to the
           Registrant's  Registration  Statement on Form S-3 (Registration
           No. 33-63857)).*
  
  4(b)     Description of Capital Stock (contained in the Registrant's  Restated
           Certificate of Incorporation filed as Exhibit 3(a) to the Registrant's
           Registration Statement on Form S-3 (Registration No. 33-63857)).*
  
  5        Legal Opinion of Testa, Hurwitz & Thibeault, LLP.
  
  23(a)    Consent of Testa, Hurwitz & Thibeault, LLP (contained in Exhibit 5
           hereof).
  
  23(b)    Consent of KPMG LLP.
  
  24       Power of Attorney (included on the signature page of this
           Registration Statement).
  
  99       Alpha Industries, Inc. 1999 Employee Long-Term Incentive Plan dated
           April 27, 1999, as amended on April 26, 2000.
  --------------
  
  *    Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
       Securities Act of 1933, as amended, reference is made to documents
       previously filed with the Commission, which are incorporated by reference
       herein.
  <PAGE>   4
  
  ITEM 9. UNDERTAKINGS.
  
       (a) The undersigned Registrant hereby undertakes:
  
            (1) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement to include any
  material information with respect to the plan of distribution not previously
  disclosed in the Registration Statement or any material change to such
  information in this Registration Statement.
  
            (2) That, for the purpose of determining liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
            (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
       (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 that is incorporated by reference in the
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       (c) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
  
                                 [SIGNATURES FOLLOW]
  
  
  <PAGE>   5
  
  
                                     SIGNATURES
  
       THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
  the Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Woburn, Commonwealth of Massachusetts, on
  October 20, 2000.
  
                                         ALPHA INDUSTRIES, INC.
  
  
                                         By: /s/ David J. Aldrich
                                            -------------------------------------
                                            DAVID J. ALDRICH
                                            PRESIDENT AND CHIEF EXECUTIVE OFFICER
  
  
  
  <PAGE>   6
  
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below constitutes and appoints David J. Aldrich and Thomas C. Leonard, and each
  of them (with full power to each of them to act alone), his true and lawful
  attorneys-in-fact and agents, with full power of substitution and
  resubstitution, for him and in his name, place and stead, in any and all
  capacities, to sign any or all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same, with all exhibits thereto
  and other documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorneys-in-fact and agents, and each of them,
  full power and authority to do and perform each and every act and thing
  requisite and necessary to be done in and about the premises, as fully to all
  intents and purposes as he might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents, or any of them, or their
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  
            SIGNATURE                                 TITLE                                    DATE
            ---------                                 -----                                    ----
  <S>                                     <C>                                      <C>
  
  
        /s/ Thomas C. Leonard                 Chairman of the Board                       October 20, 2000
  ------------------------------------
        THOMAS C. LEONARD
  
        /s/ David J. Aldrich                  President, Chief Executive                  October 20, 2000
  ------------------------------------        Officer and Director
        DAVID J. ALDRICH
  
  
        /s/ Paul E. Vincent                   Chief Financial Officer                     October 20, 2000
  ------------------------------------        Principal Financial Officer and
        PAUL E. VINCENT                       Principal Accounting Officer
  
        /s/ Timothy R. Furey                  Director                                    October 20, 2000
  ------------------------------------
        TIMOTHY R. FUREY
  
        /s/ James W. Henderson                Director                                    October 20, 2000
  ------------------------------------
        JAMES W. HENDERSON
  
        /s/ George S. Kariotis                Director                                    October 20, 2000
  ------------------------------------
        GEORGE S. KARIOTIS
  
        /s/ Arthur Pappas                     Director                                    October 20, 2000
  ------------------------------------
        ARTHUR PAPPAS
  
                                              Director                                    October __, 2000
  ------------------------------------
        SIDNEY TOPOL
  
  
  </TABLE>
  
  
  <PAGE>   7
  
  
  
                                    EXHIBIT INDEX
  
  
  EXHIBIT                                                               SEQUENTIAL
  NUMBER                                                                  PAGE NO.
  ------                                                                ----------
  
  4(a)     Specimen Certificate of Common Stock (Filed as Exhibit 4(a)
           to the Registrant's Registration Statement on Form S-3
           (Registration No. 33-63857)).*
  
  4(b)     Description of Capital Stock (contained in the Registrant's
           Restated Certificate of Incorporation filed as Exhibit 3(a)
           to the Registrant's Registration Statement on Form S-3
           (Registration No. 33-63857)).*
  
  5        Legal Opinion of Testa, Hurwitz & Thibeault, LLP.
  
  23(a)    Consent of Testa, Hurwitz & Thibeault, LLP (contained in
           Exhibit 5 hereof).
  
  23(b)    Consent of KPMG LLP.
  
  24       Power of Attorney (included in the signature page of this
           Registration Statement).
  
  99       Alpha Industries, Inc. 1999 Employee Long-Term Incentive
           Plan dated April 27, 1999, as amended on April 26, 2000.
  ------------------
  *    Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
       Securities Act of 1933, as amended, reference is made to the documents
       previously filed with the Commission, which are incorporated by reference
       herein.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b37124ais-8.txt", "description": "ALPHA INDUSTRIES, INC.", "secsgml_size_bytes": 16430}]
metadata_filer: {"company-data": {"conformed-name": "ALPHA INDUSTRIES INC", "cik": "0000004127", "assigned-sic": "3674", "irs-number": "042302115", "state-of-incorporation": "DE", "fiscal-year-end": "0328"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48394", "film-number": "743800"}, "business-address": {"street1": "20 SYLVAN RD", "city": "WOBURN", "state": "MA", "zip": "01801", "phone": "6179355150"}, "mail-address": {"street1": "20 SYLVAN RD", "street2": "20 SYLVAN RD", "city": "WOBURN", "state": "MA", "zip": "01801"}}
text: 1
  
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 2000
                                                        Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                             --------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        Under
                             The Securities Act of 1933
  
                             --------------------------
  
                               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 Number)
  
             20 SYLVAN ROAD, WOBURN, MASSACHUSETTS 01801 (781) 935-5150
            (Address, Including Zip Code, and Telephone Number, Including
               Area Code, of Registrant's Principal Executive Offices)
                             --------------------------
  
                               ALPHA INDUSTRIES, INC.
                       1999 EMPLOYEE LONG-TERM INCENTIVE PLAN
                              (Full Title of the Plan)
  
                            GORDON H. HAYES, JR., ESQUIRE
                           TESTA, HURWITZ & THIBEAULT, LLP
                    125 HIGH STREET, BOSTON, MASSACHUSETTS 02110
                                   (617) 248-7000
                        (Name, Address and Telephone Number,
                     Including Area Code, of Agent for Service)
  
                             --------------------------
  
                           CALCULATION OF REGISTRATION FEE
  ===============================================================================================================================
                                                                    Proposed                Proposed
                                               Amount                Maximum                Maximum               Amount of
         Title of Each Class of                to Be             Offering Price            Aggregate            Registration
      Securities to Be Registered            Registered           Per Share(1)         Offering Price(1)           Fee(2)
  -------------------------------------------------------------------------------------------------------------------------------
  Common Stock, $ .25 par  value        3,610,000 Shares (2)        $24.8125             $89,573,125              $23,648
  ===============================================================================================================================
  (1)  The registration fee has been calculated pursuant to Rule 457(h) under the
       Securities Act of 1933, as amended, on the basis of the average of the high
       and low reported price of the Common Stock of Alpha Industries, Inc. on the
       Nasdaq National Market on October 18, 2000.
  
  (2)  Such presently indeterminable number of additional shares of Common Stock
       are registered hereunder as may be issued in the event of a merger,
       consolidation, reorganization, recapitalization, stock dividend, stock
       split, stock combination or other similar change in the Common Stock.
  
  ================================================================================
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents are hereby incorporated by reference in this
  Registration Statement:
  
       (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
            April 2, 2000 filed pursuant to Section 13(a) or 15(d) of the
            Securities Exchange Act of 1934, as amended (the "Exchange Act");
  
       (b)  All other reports filed by the Registrant pursuant to Section 13(a) or
            15(d) of the Exchange Act since the end of the fiscal year covered by
            the Registrant's Annual Report referred to in (a) above, including
            without limitation, (i) the Registrant's Quarterly Report on Form 10-Q
            for the fiscal quarter ended July 2, 2000; (ii) the Registrant's
            Current Report on Form 8-K dated May 5, 2000; and (iii) the
            Registrant's Proxy Statement for the annual meeting of stockholders
            held on September 11, 2000; and
  
       (c)  The description of the Registrant's Common Stock contained in the
            Registrant's Registration Statement on Form 8-A (Registration No.
            0-24357) filed under the Exchange Act with the Securities and Exchange
            Commission.
  
       All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
  and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
  filing of a post-effective amendment which indicates that all securities offered
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed to be incorporated by reference in this Registration Statement and to
  be a part hereof from the date of filing of such documents.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
       Not Applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
       Not Applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       Article Tenth of the Registrant's Restated Certificate of Incorporation
  eliminates the personal liability of directors to the Registrant or its
  stockholders for monetary damages for breaches of their fiduciary duty (subject
  to certain exceptions, such as breaches of the duty of loyalty to registrant or
  its stockholders), and provides that the Registrant may indemnify its officers
  and directors to the full extent permitted by law.
  
       The Registrant's Amended and Restated By-laws include provisions for
  mandatory indemnification of its officers and directors provided certain
  conditions are met. Section 145 of the General Corporation Law of the State of
  Delaware authorizes a corporation to indemnify directors, officers, employees or
  agents of the corporation in non-derivative suits if such party acted in good
  faith and in a manner he or she reasonably believed to be in or not opposed to
  the best interests of the corporation and, with respect to any criminal action
  or proceeding, had no reasonable cause to believe his conduct was unlawful, as
  determined in accordance with the Delaware General Corporation Law. Section 145
  further provides that indemnification shall be provided if the party in question
  is successful on the merits or otherwise.
  
       The effect of these provisions would be to permit such indemnification by
  the Registrant for liabilities arising under the Securities Act of 1933, as
  amended, to the extent permitted under such act.
  
          The Registrant has directors' and officers' liability insurance.
  3
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not Applicable.
  
  ITEM 8. EXHIBITS.
  
  NUMBER   DESCRIPTION
  ------   -----------
  
  4(a)     Specimen Certificate of Common Stock (Filed as Exhibit 4(a) to the
           Registrant's  Registration  Statement on Form S-3 (Registration
           No. 33-63857)).*
  
  4(b)     Description of Capital Stock (contained in the Registrant's  Restated
           Certificate of Incorporation filed as Exhibit 3(a) to the Registrant's
           Registration Statement on Form S-3 (Registration No. 33-63857)).*
  
  5        Legal Opinion of Testa, Hurwitz & Thibeault, LLP.
  
  23(a)    Consent of Testa, Hurwitz & Thibeault, LLP (contained in Exhibit 5
           hereof).
  
  23(b)    Consent of KPMG LLP.
  
  24       Power of Attorney (included on the signature page of this
           Registration Statement).
  
  99       Alpha Industries, Inc. 1999 Employee Long-Term Incentive Plan dated
           April 27, 1999, as amended on April 26, 2000.
  --------------
  
  *    Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
       Securities Act of 1933, as amended, reference is made to documents
       previously filed with the Commission, which are incorporated by reference
       herein.
  4
  
  ITEM 9. UNDERTAKINGS.
  
       (a) The undersigned Registrant hereby undertakes:
  
            (1) To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement to include any
  material information with respect to the plan of distribution not previously
  disclosed in the Registration Statement or any material change to such
  information in this Registration Statement.
  
            (2) That, for the purpose of determining liability under the
  Securities Act of 1933, each such post-effective amendment shall be deemed to be
  a new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
            (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
       (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 that is incorporated by reference in the
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       (c) Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
                                 [SIGNATURES FOLLOW]
  5
  
                                     SIGNATURES
  
       THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
  the Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Woburn, Commonwealth of Massachusetts, on
  October 20, 2000.
  
                                         ALPHA INDUSTRIES, INC.
  
                                         By: /s/ David J. Aldrich
                                            -------------------------------------
                                            DAVID J. ALDRICH
                                            PRESIDENT AND CHIEF EXECUTIVE OFFICER
  6
  
                                  POWER OF ATTORNEY
  
       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below constitutes and appoints David J. Aldrich and Thomas C. Leonard, and each
  of them (with full power to each of them to act alone), his true and lawful
  attorneys-in-fact and agents, with full power of substitution and
  resubstitution, for him and in his name, place and stead, in any and all
  capacities, to sign any or all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same, with all exhibits thereto
  and other documents in connection therewith, with the Securities and Exchange
  Commission, granting unto said attorneys-in-fact and agents, and each of them,
  full power and authority to do and perform each and every act and thing
  requisite and necessary to be done in and about the premises, as fully to all
  intents and purposes as he might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents, or any of them, or their
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                                 TITLE                                    DATE
            ---------                                 -----                                    ----
  /s/ Thomas C. Leonard                 Chairman of the Board                       October 20, 2000
  ------------------------------------
        THOMAS C. LEONARD
  
        /s/ David J. Aldrich                  President, Chief Executive                  October 20, 2000
  ------------------------------------        Officer and Director
        DAVID J. ALDRICH
  
        /s/ Paul E. Vincent                   Chief Financial Officer                     October 20, 2000
  ------------------------------------        Principal Financial Officer and
        PAUL E. VINCENT                       Principal Accounting Officer
  
        /s/ Timothy R. Furey                  Director                                    October 20, 2000
  ------------------------------------
        TIMOTHY R. FUREY
  
        /s/ James W. Henderson                Director                                    October 20, 2000
  ------------------------------------
        JAMES W. HENDERSON
  
        /s/ George S. Kariotis                Director                                    October 20, 2000
  ------------------------------------
        GEORGE S. KARIOTIS
  
        /s/ Arthur Pappas                     Director                                    October 20, 2000
  ------------------------------------
        ARTHUR PAPPAS
  
                                              Director                                    October __, 2000
  ------------------------------------
        SIDNEY TOPOL
  7
  
                                    EXHIBIT INDEX
  
  EXHIBIT                                                               SEQUENTIAL
  NUMBER                                                                  PAGE NO.
  ------                                                                ----------
  
  4(a)     Specimen Certificate of Common Stock (Filed as Exhibit 4(a)
           to the Registrant's Registration Statement on Form S-3
           (Registration No. 33-63857)).*
  
  4(b)     Description of Capital Stock (contained in the Registrant's
           Restated Certificate of Incorporation filed as Exhibit 3(a)
           to the Registrant's Registration Statement on Form S-3
           (Registration No. 33-63857)).*
  
  5        Legal Opinion of Testa, Hurwitz & Thibeault, LLP.
  
  23(a)    Consent of Testa, Hurwitz & Thibeault, LLP (contained in
           Exhibit 5 hereof).
  
  23(b)    Consent of KPMG LLP.
  
  24       Power of Attorney (included in the signature page of this
           Registration Statement).
  
  99       Alpha Industries, Inc. 1999 Employee Long-Term Incentive
           Plan dated April 27, 1999, as amended on April 26, 2000.
  ------------------
  *    Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
       Securities Act of 1933, as amended, reference is made to the documents
       previously filed with the Commission, which are incorporated by reference
       herein.