<PAGE>   1

                            SCHEDULE 14A INFORMATION

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

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[X]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by Rule
     14a-6(e)(2)) 
[ ]  Definitive Proxy Statement 
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12


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

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

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     (1)  Title of each class of securities to which transaction applies:_______
     (2)  Aggregate number of securities to which transaction applies:__________
     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):____________
     (4)  Proposed maximum aggregate value of transaction: _____________________
     (5)  Total fee paid:_______________

[ ]  Fee paid previously with preliminary materials.

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

     (1)  Amount Previously Paid:___________________
     (2)  Form, Schedule or Registration Statement No.:_______________________
     (3)  Filing Party:____________________
     (4)  Date Filed:______________________  



<PAGE>   2

                         [ALPHA INDUSTRIES, INC. LOGO]
                             ALPHA INDUSTRIES, INC.

TO THE STOCKHOLDERS OF ALPHA INDUSTRIES, INC.:

The Board of Directors of Alpha Industries, Inc. ("Alpha") has called a Special
Meeting of Stockholders (the "Special Meeting") as described in the enclosed
Notice of Special Meeting of Stockholders and Proxy Statement. At the Special
Meeting, the stockholders will be asked to approve an amendment to Alpha's
Restated Certificate of Incorporation ("Certificate of Incorporation") to
increase the number of shares of Common Stock that Alpha is authorized to issue,
from 30,000,000 to 100,000,000 shares (the "Amendment").

On January 27, 2000, Alpha's Board of Directors approved a 2-for-1 stock split
in the form of a dividend, pursuant to which each stockholder of record on March
29, 2000, would be entitled to receive one additional share of Common Stock for
each share of Common Stock held on the record date of the stock split.
Currently, however, Alpha lacks a sufficient number of authorized shares to
effect the 2-for-1 stock split. In order to increase the number of authorized
shares of Common Stock, Alpha must amend its Certificate of Incorporation, an
action which requires stockholder approval. If the Amendment is not approved by
the stockholders, Alpha will be unable to effectuate the stock split.

If the stockholders approve the Amendment at the Special Meeting, the authorized
number of shares will increase from 30,000,000 to 100,000,000 shares. As a
result of the stock split, the number of shares of Alpha Common Stock
outstanding will increase from approximately 19,800,000 shares to approximately
39,600,000 shares. In addition, the number of shares reserved for issuance under
Alpha's employee stock plans and for issuance upon exercise of outstanding
options will double to approximately 5,535,000. Further, there will be an
additional 54,865,000 authorized but unissued shares of Common Stock.

As described in the Proxy Statement, there are many important corporate
activities that may require additional authorized shares, such as raising equity
capital, adopting additional employee stock plans or reserving additional shares
for issuance under Alpha's existing employee stock plans, and making
acquisitions through the use of stock. The Board of Directors believes that,
notwithstanding the stock split, approval of the Amendment is very important to
ensure that Alpha will have a sufficient number of shares available should it
decide to use its shares for one or more of these activities in the future.
Other than as permitted or required under Alpha's existing employee stock plans
and outstanding options, the Board of Directors has no immediate plans,
understandings, agreements or commitments to issue additional shares of Common
Stock for any purposes.

Assuming that the Amendment is approved by the stockholders, stockholders of
record on March 29, 2000 will be entitled to one additional share of Common
Stock for each share of Alpha Common Stock held on that date. The payment date
will be April 19, 2000.

Although you are entitled to attend the Special Meeting and to vote in person,
we encourage you to complete, sign and date the enclosed Proxy as promptly as
possible and return it in the enclosed envelope.


/s/ Thomas C. Leonard
THOMAS C. LEONARD
CHIEF EXECUTIVE OFFICER AND VICE CHAIRMAN


<PAGE>   3

                         [ALPHA INDUSTRIES, INC. LOGO]
                             ALPHA INDUSTRIES, INC.

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

                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                            TO BE HELD MARCH 28, 2000

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

TO THE STOCKHOLDERS OF ALPHA INDUSTRIES, INC.:

A Special Meeting of Stockholders of Alpha Industries, Inc., a Delaware
corporation ("Alpha"), will be held on March 28, 2000, at 4:00 p.m., local time,
at Alpha's principal executive offices, 20 Sylvan Rd., Woburn, MA 01801, for the
following purposes:

1. To approve an amendment to Alpha's Restated Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 30,000,000 to
100,000,000.

2. To transact such other business as may properly come before the Special
Meeting, including any motion to adjourn to a later date to permit further
solicitation of proxies if necessary, or before any adjournments thereof.

The foregoing items of business are more fully described in the Proxy Statement
accompanying this Notice. Only stockholders of record at the close of business
on February 11, 2000 are entitled to notice of and to vote at the meeting.

All stockholders are cordially invited to attend the meeting in person. However,
to assure your representation at the meeting, you are urged to mark, sign, date
and return the enclosed Proxy as promptly as possible in the postage-prepaid
envelope enclosed for that purpose. Any stockholder attending the meeting may
vote in person even if he or she has returned a Proxy.

Sincerely,

/s/ Thomas C. Leonard
THOMAS C. LEONARD
CHIEF EXECUTIVE OFFICER AND VICE CHAIRMAN

Woburn, Massachusetts
March 2, 2000


         ---------------------------------------------------------------
                             YOUR VOTE IS IMPORTANT.

             IN ORDER TO ASSURE YOUR REPRESENTATION AT THE MEETING,
                PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY
                             AS PROMPTLY AS POSSIBLE
                     AND RETURN IT IN THE ENCLOSED ENVELOPE.

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


<PAGE>   4


                             ALPHA INDUSTRIES, INC.
                              PROXY STATEMENT FOR
                        SPECIAL MEETING OF STOCKHOLDERS
                          TO BE HELD ON MARCH 28, 2000

                 INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

The enclosed Proxy is solicited on behalf of the Board of Directors of Alpha
Industries, Inc., a Delaware corporation ("Alpha"), for use at a Special Meeting
of Stockholders to be held March 28, 2000, at 4:00 p.m., local time, or at any
adjournment thereof, for the purposes set forth in this proxy statement and in
the accompanying Notice of Special Meeting of Stockholders. The Special Meeting
will be held at Alpha's principal executive offices located at 20 Sylvan Road,
Woburn, Massachusetts 01801, and its telephone number at that location is (781)
935-5150.

These proxy solicitation materials were first mailed on or about March 2, 2000
to all stockholders entitled to vote at the meeting.

As used in this Proxy Statement, the terms "we," "us", "our" and "Alpha" mean
Alpha Industries, Inc. and its subsidiaries (unless the context indicates a
different meaning).

RECORD DATE AND PRINCIPAL SHARE OWNERSHIP

Stockholders of record on the close of business on February 11, 2000 (the
"Record Date") are entitled to notice of and to vote at the meeting. At the
Record Date, 19,843,383 shares of Alpha's Common Stock, $0.25 par value per
share, were issued and outstanding and held of record by 830 stockholders.

The following table sets forth information known to us with respect to the
beneficial ownership of our Common Stock as of February 11, 2000:

- each stockholder known by us to own beneficially more than 5% of our Common 
  Stock,

- each of our Directors,

- our Chief Executive Officer and our next four most highly compensated
  executive officers during the fiscal year ended March 28, 1999, and

- all of our directors and executive officers as a group.

Unless otherwise indicated, (i) the address of each person listed on the table
is c/o Alpha Industries, Inc., 20 Sylvan Road, Woburn, Massachusetts 01801, and
(ii) the persons and entities named in the table have sole voting and investment
power with respect to all shares beneficially owned, subject to community
property laws where applicable.

We have determined beneficial ownership in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person, we
include shares of Common Stock subject to options or warrants and other
securities held by that person that are currently exercisable or will become
exercisable within 60 days after February 11, 2000, while those shares are not
included for purposes of computing percentage ownership of any other person.


<PAGE>   5


<TABLE>
<CAPTION>
                                                                                SHARES OF COMMON                      
                                                                               STOCK BENEFICIALLY       PERCENT OF              
    NAME OF BENEFICIAL OWNERS                                                        OWNED                CLASS
    -------------------------                                                        -----              ----------
<S>                                                                                <C>                  <C>  
     David J. Aldrich ..........................................................      51,532              ( * )
     Timothy R. Furey ..........................................................      10,000              ( * )
     Jean-Pierre Gillard .......................................................      16,773              ( * )
     James W. Henderson ........................................................       5,000              ( * )
     George S. Kariotis ........................................................       1,790              ( * )
     Richard Langman ...........................................................      71,496              ( * )
     Thomas C. Leonard .........................................................     221,769              1.09%
     Bruce Nonnemaker...........................................................      21,143              ( * )
     Arthur Pappas .............................................................      10,500              ( * )
     Sidney Topol ..............................................................      50,500              ( * )
     Paul E. Vincent ...........................................................      31,730              ( * )
     Executive Officers and Directors as a group (11 persons)...................     492,233              2.41%

    Amvescap PLC...................................................................1,965,250              9.93%
    11 Devonshire Square, London EC2M 4YR, England
    Westport Asset Management, Inc.................................................1,269,475              6.41%
    253 Riverside Avenue, Westport, CT 06880

    Janus Capital Corporation......................................................1,015,549              5.13%
    100 Fillmore Street, Denver, Colorado  80206

</TABLE>

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

    * Less than 1% of the outstanding shares of Common Stock.

Includes certain shares for Directors and Executive Officers as follows: Aldrich
- 2,052 shares under our Savings and Retirement Plan ("401(k) shares") and
39,500 under stock options that can be exercised within 60 days after the Record
Date ("current options"); Furey - 10,000 current options; Gillard - 2,568 401(k)
shares and 2,550 current options; Kariotis - 8,401(k) shares; Langman - 317
401(k) shares and 70,000 current options; Leonard - 3,245 401(k) shares and
164,375 current options; Topol - 7,500 current options; Vincent - 4,391 401(k)
shares and 6,000 current options; Executive Officers and Directors as a Group -
12,724 401(k) shares and 320,925 current options. Officers have voting power
over the shares in their accounts under the 401(k) Plan.

As reported in a Schedule 13G filed with the Securities and Exchange Commission
on January 7, 2000, in which Amvescap PLC, a parent holding company, claimed
shared voting and dispositive power with respect to 1,965,250 shares of our
Common Stock. Amvescap PLC is the parent holding company of certain subsidiaries
which share voting and dispositive power of the 1,965,250 shares reported in the
Schedule 13G.

As reported in a Schedule 13G dated February 16, 2000, in which Westport Asset
Management, Inc. claimed sole voting and dispositive power with respect to
83,775 shares, shared voting power with respect to 842,400 shares and shared
dispositive power with respect to 1,185,700 shares. Westport Asset Management,
Inc. is a registered investment advisor. The 1,269,475 shares reported are held
in certain discretionary managed accounts of Westport Asset Management, Inc.
Westport Asset Management excluded from their beneficial ownership 4,850 shares
that are owned by employees of Westport Asset Management, Inc. and Westport
Advisors LLC. Westport Asset Management, Inc. disclaims beneficial ownership
with respect to the shares reported in the filing and disclaims the existence of
a group.

As reported in a Schedule 13G filed with the Securities and Exchange Commission
on February 15, 2000, in which Janus Capital claimed sole voting and dispositive
power with respect to all 1,015,549 shares. 


                                       2


<PAGE>   6


Janus Capital is a registered investment advisor. Janus Capital furnishes
investment advice to individual and institutional clients and several investment
companies registered under Section 8 of the Investment Company Act of 1940. The
1,015,549 shares reported are held by these clients of Janus Capital. Janus
Capital does not have the right to receive any dividends from, or the proceeds
of sale of, the shares of Alpha held by these clients, and Janus Capital
specifically disclaims any ownership associated with such rights.

REVOCABILITY OF PROXIES

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of Alpha a
written notice of revocation or a duly executed proxy bearing a later date or
attending the meeting and voting in person.

VOTING AND SOLICITATION

Each stockholder is entitled to one vote for each share of Common Stock held by
the stockholder on the Record Date. A quorum comprising the holders of a
majority of the outstanding shares of Common Stock on the Record Date must be
present or represented for the transaction of business at the Special Meeting.
Abstentions and broker non-votes will be counted in establishing the quorum.
This solicitation of proxies is made by Alpha, and all related costs will be
borne by Alpha. In addition, Alpha may reimburse brokerage firms and other
persons representing beneficial owners of shares for their expenses in
forwarding solicitation materials to such beneficial owners. Proxies may also be
solicited by certain of Alpha's directors, officers and regular employees,
without additional compensation, personally or by telephone or telegram. Alpha
has also retained Georgeson & Co., Inc. to assist in the solicitation of proxies
at a cost of approximately $8,000.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING

Stockholders are entitled to present proposals for action at a forthcoming
meeting if they comply with the requirements of the proxy rules promulgated by
the Securities and Exchange Commission. Proposals of stockholders of Alpha that
are intended to be presented by such stockholders at Alpha's 2000 Annual Meeting
of Stockholders must be received by Alpha no later than April 1, 2000 in order
to be considered for inclusion in the proxy statement and form of proxy relating
to that meeting. If a stockholder intends to submit a proposal at the 2000
Annual Meeting, which is not eligible for inclusion in the proxy statement and
form of proxy relating to that meeting, the stockholder must do so no later than
June 14, 2000. If such stockholder fails to comply with the foregoing notice
provisions, the proxy holders will be allowed to use their discretionary voting
authority when the proposal is raised at the 2000 Annual Meeting.



                                       3

<PAGE>   7


                                  PROPOSAL ONE

               AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION

INTRODUCTION

Alpha's Restated Certificate of Incorporation, as currently in effect (the
"Certificate of Incorporation"), provides that Alpha's authorized capital stock
shall consist of 30,000,000 shares of Common Stock (the "Common Stock"), $0.25
par value.

On January 27, 2000, Alpha's Board of Directors authorized an amendment to the
Certificate of Incorporation (the "Amendment"), subject to stockholder approval,
to increase the number of shares of Common Stock authorized for issuance under
the Certificate of Incorporation by 70,000,000 shares to a total of 100,000,000
shares. If the Amendment is adopted, it will become effective upon the filing of
the Amendment with the Secretary of State of the State of Delaware. Under the
proposed amendment, the first paragraph of Article Fourth of the Certificate of
Incorporation would be amended to read as follows:

     The total number of shares of stock which the Corporation has authority to
     issue is one hundred million (100,000,000) shares of Common Stock, $0.25
     par value.

The stockholders are being asked to approve such Amendment. The authorized but
unissued shares of Common Stock would be available for issuance from time to
time for such purposes and for such consideration as the Board of Directors may
determine to be appropriate without further action by the stockholders, except
for those instances in which applicable law or stock exchange rules require
stockholder approval.

CURRENT USE OF SHARES

As of the Record Date, Alpha had 19,843,383 shares of Common Stock outstanding
and 2,767,491 shares reserved for issuance under Alpha's employee stock plans,
of which, 1,829,097 are covered by outstanding options and 938,394 are available
for grant or purchase. Therefore, Alpha's total share requirement as of the
Record Date was approximately 22,610,874 shares (the "Share Requirement").

PURPOSES OF THE PROPOSED AMENDMENT

The primary purpose of the Amendment is to provide a sufficient number of shares
of Common Stock to effect the 2-for-1 stock split in the form of a dividend
approved by the Board of Directors on January 27, 2000, pursuant to which each
stockholder of record on March 29, 2000 would be entitled to receive one
additional share of Common Stock for each share of Common Stock held on March
29, 2000. Currently, Alpha's Certificate of Incorporation authorizes 30,000,000
shares of Common Stock and Alpha's Share Requirement is 22,567,491. Accordingly,
Alpha does not have an adequate number of authorized shares of Common Stock to
enable the completion of the stock split. The Board of Directors therefore
approved the Amendment, subject to stockholder approval, to increase the number
of shares authorized under the Certificate of Incorporation from 30,000,000 to
100,000,000. If the Amendment is not approved by the stockholders, Alpha will be
unable to effectuate the stock split.

In addition, the Board of Directors believes that it is in Alpha's best interest
to increase the number of authorized shares of Common Stock in order to have
additional authorized but unissued shares available for issuance to meet
business needs as they arise without the expense and delay of a special meeting
of stockholders. If the Amendment is approved, there will be approximately
60,000,000 authorized but unissued shares of Common Stock. The Board of
Directors believes that the availability of such additional shares of Common
Stock will provide Alpha with the flexibility to issue Common Stock for proper
corporate purposes that may be identified in the future. Such future activities
may include, without limitation, raising equity capital, adopting additional
employee stock plans or reserving additional shares for issuance under its
existing employee stock plans, and making acquisitions through the use of stock.
Other than as permitted or 


                                       4


<PAGE>   8

required under Alpha's existing employee stock plans and outstanding options,
the Board of Directors has no immediate plans, understandings, agreements or
commitments to issue additional shares of Common Stock for any purposes.

The Board of Directors believes that the proposed increase in the number of
authorized shares of Common Stock will make a sufficient number of shares
available, should Alpha decide to use its shares for one or more of such
previously mentioned purposes or otherwise. Alpha reserves the right to seek a
further increase in authorized shares from time to time in the future as
considered appropriate by the Board of Directors.

POSSIBLE EFFECTS OF THE PROPOSED AMENDMENT

If the stockholders approve the proposed Amendment, the Board of Directors may
cause the issuance of additional shares of Common Stock without further vote of
the stockholders of Alpha, except as provided under Delaware corporate law or
under the rules of any national securities exchange or automated quotation
system on which shares of Common Stock of Alpha are then listed or traded. Under
Alpha's Certificate of Incorporation, Alpha's stockholders do not have
preemptive rights to subscribe to additional securities which may be issued by
Alpha, which means that current stockholders do not have a prior right to
purchase any new issue of capital stock of Alpha in order to maintain their
proportionate ownership of Alpha's Common Stock. In addition, if the Board of
Directors elects to issue additional shares of Common Stock, such issuance could
have a dilutive effect on the earnings per share, voting power and holdings of
current stockholders.

In addition to the corporate purposes discussed above, the proposed Amendment
could, under certain circumstances, have an anti-takeover effect, although this
is not the intent of the Board of Directors. For example, it may be possible for
the Board of Directors to delay or impede a takeover or transfer of control of
Alpha by causing such additional authorized shares to be issued to holders who
might side with the Board of Directors in opposing a takeover bid that the Board
of Directors determines is not in the best interests of Alpha and its
stockholders. The Amendment therefore may have the effect of discouraging
unsolicited takeover attempts. By potentially discouraging initiation of any
such unsolicited takeover attempt, the proposed Amendment may limit the
opportunity for Alpha's stockholders to dispose of their shares at the higher
price generally available in takeover attempts or that may be available under a
merger proposal. The proposed Amendment may have the effect of permitting
Alpha's current management, including the current Board of Directors, to retain
its position, and place it in a better position to resist changes that
stockholders may wish to make if they are dissatisfied with the conduct of
Alpha's business. However, the Board of Directors is not aware of any attempt to
take control of Alpha and the Board of Directors has not presented this proposal
with the intent that it be utilized as a type of anti-takeover device.

There are other provisions in Alpha's Certificate of Incorporation and under the
Delaware General Corporation Law which could have an anti-takeover effect.
Specifically, there are provisions in our Certificate of Incorporation that
could render more difficult or discourage an attempt to obtain control of Alpha,
including: staggered election of directors; no action by stockholders without a
meeting; special meetings of the stockholders may only be called by the Chairman
or the President; the requirement that holders of 80% of our voting stock
approve certain mergers, consolidations, asset sales, leases and other
transactions involving a person (or an affiliate of a person) who beneficially
owns, directly or indirectly, 5% or more of our shares entitled to vote in the
election of Directors; and the requirement that holders of 90% of our voting
stock approve certain mergers, consolidations, asset sales, leases and other
transactions involving a person (or an affiliate of a person) who beneficially
owns, directly or indirectly, 20% or more of our shares entitled to vote in the
election of directors.

In addition, Section 203 of the Delaware General Corporation Law prohibits us
from engaging in certain business combinations with any interested stockholder
(which, subject to certain exceptions, includes any person who together with
such person's affiliates and associates owns 15% or more of our outstanding
voting stock) for a period of three years following the date that such
stockholder became an interested stockholder, unless (i) prior to such date the
Board of Directors has approved the business combination or the transaction
which resulted in the stockholder becoming an interested stockholder, (ii) upon
consummation of the 


                                       5


<PAGE>   9

transaction which resulted in the stockholder becoming an interested
stockholder, the stockholder and his affiliates and associates owned at least
85% of our voting stock (excluding certain management and employee plan shares),
or (iii) the business combination is approved by the Board of Directors and
authorized by an affirmative vote of at least 66 2/3% of our outstanding voting
stock which is not owned by the interested stockholder or his affiliates or
associates.

VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS

Affirmative votes constituting a majority of the shares of outstanding Common
Stock on the Record Date and entitled to vote will be required to approve the
Amendment to Alpha's Certificate of Incorporation. Since the required vote of
the stockholders is based upon the number of outstanding shares of Common Stock,
rather than on shares actually voted, the failure by the holder of any such
shares to submit a proxy or to vote in person at the Special Meeting, including
abstentions and "broker non-votes" will have the same effect as a vote against
the approval of the amendment to the Certificate of Incorporation. If the
Amendment is not approved by the stockholders, Alpha will be unable to
effectuate the 2-for-1 stock split in the form of a dividend approved by the
Board of Directors on January 27, 2000. Upon the proper execution and return of
the enclosed form of Proxy, the shares represented thereby will be voted in
accordance with the direction indicated in the Proxy, unless the Proxy is
revoked. If no directions are indicated in such Proxy, the shares represented
thereby will be voted "FOR" the approval of the proposed Amendment.

             ALPHA'S BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS
                           VOTE "FOR" THE AMENDMENT TO
                        THE CERTIFICATE OF INCORPORATION.

                                  OTHER MATTERS

Alpha knows of no other matters to be submitted at the Special Meeting. If any
other matters properly come before the Special Meeting, it is the intention of
the persons named in the enclosed form of Proxy to vote the shares they
represent as the Board of Directors may recommend.


THE BOARD OF DIRECTORS
Dated: March 2, 2000




                                       6


<PAGE>   10

                             ALPHA INDUSTRIES, INC.
                    PROXY FOR SPECIAL MEETING OF STOCKHOLDERS

The undersigned hereby appoint(s) Thomas C. Leonard and George S. Kariotis, and
each of them, with full power of substitution, attorneys and proxies to
represent the undersigned at the Special Meeting of Stockholders of Alpha
Industries, Inc. to be held on March 28, 2000, and at any adjournment or
adjournments thereof, with all power which the undersigned would possess if
personally present, and to vote all shares of stock which the undersigned may be
entitled to vote at the meeting upon the election of directors, in accordance
with the following instructions and with discretionary authority upon such other
matters as may come before the meeting. All previous proxies are hereby revoked.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IT WILL BE VOTED AS
DIRECTED BY THE UNDERSIGNED AND IF NO DIRECTION IS INDICATED, IT WILL BE VOTED
FOR THE PROPOSAL TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT ALPHA IS
AUTHORIZED TO ISSUE FROM 30,000,000 TO 100,000,000. 


     ------ 
     Continued, and to be Signed, on reverse side           SEE REVERSE 
     (Please fill in the reverse side and mail in              SIDE
     enclosed envelope)                                       
     ------ 

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


[REVERSE SIDE]

[X] Please mark your votes as in this example.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.

1.   Proposal to approve an amendment to Alpha's Restated   FOR AGAINST ABSTAIN
     Certificate of Incorporation to increase the number    [ ]   [ ]      [ ]
     of shares of Common Stock that Alpha is authorized 
     to issue from 30,000,000 to 100,000,000.


Both of such attorneys-in-fact or substitutes (if both are present and acting at
said meeting or any adjournment(s) thereof, or, if only one shall be present and
acting, then that one) shall have and may exercise all of the powers of said
attorneys-in-fact hereunder.




Signature:____________ Date ______      Signature________________  Date _______


(Signature should be the same as the name printed on this Proxy. Executors,
administrators, trustees, guardians, attorneys and officers of corporations
should add their names when signing.)