**UNITED
      STATES**
      **SECURITIES
      AND EXCHANGE COMMISSION**Washington,
      D.C. 20549**FORM
      10-Q**(MARK
      ONE)(x)
      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934**For
      the quarterly period ended October 1, 2005**or( )
      Transition Report Pursuant to Section 13 or 15(d) of the Securities and
      Exchange Act of 1934 (No Fee Required)**Commission
      File No. 0-12718****SUPERTEX,
      INC.**(Exact
      name of Registrant as specified in its Charter)**California**
    **94-2328535**(State
      or other jurisdiction of incorporation or organization)
    (IRS
      Employer Identification #)**1235
      Bordeaux Drive****Sunnyvale,
      California 94089**(Address
      of principal executive offices)Registrant's
      Telephone Number, Including Area Code:**(408)
      222-8888**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.**Yes****X**
    No*Indicate
      by check mark whether the registrant is an accelerated filer (as defined
      in Rule 12b-2 of the Act).*******Yes****X**
    NoIndicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date.Class
    Outstanding
      at November 4, 2005Common
      Stock, no par value
    13,376,695*Total
      number of pages: 28*





1


**SUPERTEX,
INC.**


**QUARTERLY
REPORT - FORM 10Q**








Table
      of Contents
    
    Page
      No.PART
      I - FINANCIAL INFORMATIONItem
      1.
    Financial
      StatementsUnaudited
      Condensed Consolidated Statements of Income
    3Unaudited
      Condensed Consolidated Balance Sheets
    4Unaudited
      Condensed Consolidated Statements of Cash Flows
    5Notes
      to Unaudited Condensed Consolidated Financial Statements
    6Item
      2.
    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
    14Item
      3.
    Quantitative
      and Qualitative Disclosures About Market Risk and Interest Rate
      Risk
    23Item
      4.
    Controls
      and Procedures
    23PART
      II - OTHER INFORMATIONItem
      1.
    Legal
      Proceedings
    25Item
      2.
    Unregistered
      Sales of Equity Securities and Use of Proceeds
    25Item
      3.
    Defaults
      Upon Senior Securities
    25Item
      4.
    Submission
      of Matters to a Vote of Security Holders
    25Item
      5.
    Other
      Information
    26Item
      6.
    Exhibits
    26Signatures
    
    26













2





**PART
I - FINANCIAL INFORMATION**





**Item
1. Financial Statements**





**SUPERTEX,
INC.**


**CONDENSED
CONSOLIDATED STATEMENTS OF INCOME**


**(unaudited)**


(in
thousands, except per share amounts)





**Three
      Months Ended**
    
    **Six
      Months Ended******
    
    
    **October
      1,**
      **2005**
    
    
    **October
      2,**
      
      **2004**
    
    
    **October
      1,**
      
      **2005**
    
    
    **October
      2,**
      
      **2004**Net
      sales
    
    $
    20,226
    
    $
    15,548
    
    $
    36,219
    
    $
    29,790Costs
      and expenses:Cost
      of sales
    
    
    8,844
    
    
    7,431
    
    
    15,650
    
    
    14,500Gross
      profit
    
    
    11,382
    
    
    8,117
    
    
    20,569
    
    
    15,290Research
      and development
    
    
    2,598
    
    
    2,686
    
    
    5,357
    
    
    5,156Selling,
      general and administrative
    
    
    3,248
    
    
    2,949
    
    
    6,436
    
    
    5,351Total
      operating expenses
    
    
    5,846
    
    
    5,635
    
    
    11,793
    
    
    10,507Income
      from operations
    
    
    5,536
    
    
    2,482
    
    
    8,776
    
    
    4,783Interest
      income
    
    
    632
    
    
    353
    
    
    1,259
    
    
    661Other
      income, net
    
    
    70
    
    
    24
    
    
    349
    
    
    111Income
      before provision for income taxes
    
    
    6,238
    
    
    2,859
    
    
    10,384
    
    
    5,555Provision
      for income taxes
    
    
    1,991
    
    
    943
    
    
    3,318
    
    
    1,779Net
      income
    
    $
    4,247
    
    $
    1,916
    
    $
    7,066
    
    $
    3,776Net
      income per share:Basic
    
    $
    0.32
    
    $
    0.15
    
    $
    0.54
    
    $
    0.29Diluted
    
    $
    0.31
    
    $
    0.15
    
    $
    0.53
    
    $
    0.29Shares
      used in per share computation:Basic
    
    
    13,180
    
    
    12,943
    
    
    13,129
    
    
    12,924Diluted
    
    
    13,628
    
    
    13,144
    
    
    13,422
    
    
    13,097See
      accompanying Notes to Unaudited Condensed Consolidated Financial
      Statements.












3





**SUPERTEX,
INC.**


**CONDENSED
CONSOLIDATED BALANCE SHEETS**


**(unaudited,
in thousands)**








****
    
    
    **October
      1, 2005**
    
    
    **April
      2, 2005****ASSETS**Current
      assets:Cash
      and cash equivalents
    
    $
    22,378
    
    $
    38,634Short-term
      investments
    
    
    73,921
    
    
    49,783Trade
      accounts receivable, net of allowances of $749 and $704
    
    
    11,465
    
    
    7,898Inventories
    
    
    13,806
    
    
    12,624Prepaid
      expenses and other current assets
    
    
    879
    
    
    917Deferred
      income taxes
    
    
    6,321
    
    
    6,322Total
      current assets
    
    
    128,770
    
    
    116,178Property,
      plant and equipment, net
    
    
    7,585
    
    
    7,992Other
      assets
    
    
    98
    
    
    96Deferred
      income taxes
    
    
    2,111
    
    
    2,111**TOTAL
      ASSETS**
    
    $
    138,564
    
    $
    126,377**LIABILITIES
      AND SHAREHOLDERS' EQUITY**Current
      liabilities:Trade
      accounts payable
    
    $
    3,613
    
    $
    3,280Accrued
      salaries and employee benefits
    
    
    10,164
    
    
    8,720Other
      accrued liabilities
    
    
    1,115
    
    
    634Deferred
      revenue
    
    
    3,124
    
    
    3,610Income
      taxes payable
    
    
    3,072
    
    
    3,038Total
      current liabilities
    
    
    21,088
    
    
    19,282Commitments
      and Contingencies (See Note 7)Shareholders’
      Equity:Preferred
      stock, no par value - 10,000 shares authorized, none
      outstanding
    
    
    --
    
    
    --Common
      stock, no par value - 30,000 shares authorized; issued and outstanding
      13,264 and 13,086 shares
    
    
    39,545
    
    
    35,343Retained
      earnings
    
    
    77,931
    
    
    71,752Total
      shareholders' equity
    
    
    117,476
    
    
    107,095**TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY**
    
    $
    138,564
    
    $
    126,377See
      accompanying Notes to Unaudited Condensed Consolidated Financial
      Statements.








4





**SUPERTEX,
INC.**


**CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(unaudited,
in thousands)**


**Six
      Months Ended,**CASH
      FLOWS FROM OPERATING ACTIVITIES
    
    **October
      1, 2005**
    
    **October
      2, 2004**Net
      income
    
    $7,066
    
    $3,776Non-cash
      adjustments to net income:Depreciation
    
    
    1,391
    
    
    1,613Provision
      for doubtful accounts and sales returns
    
    
    574
    
    
    665Provision
      for excess and obsolete inventories
    
    
    702
    
    
    784Tax
      benefit from exercise of stock options
    
    
    873
    
    
    --Changes
      in operating assets and liabilities:Short-term
      investments, categorized as trading
    
    
    (437
    )
    
    (3,100
    )Trade
      accounts receivable
    
    
    (4,141
    )
    
    (2,810
    )Inventories
    
    
    (1,884
    )
    
    655Prepaid
      expenses and other assets
    
    
    37
    
    
    (34
    )Trade
      accounts payable and accrued expenses
    
    
    2,258
    
    
    1,276Deferred
      revenue
    
    
    (486
    )
    
    (4
    )Income
      taxes payable
    
    
    34
    
    
    690Total
      adjustments
    
    
    (1,079
    )
    
    2,525Net
      cash provided by operating activities
    
    
    5,987
    
    
    6,301CASH
      FLOWS FROM INVESTING ACTIVITIESPurchases of property,
      plant and equipment
    
    
    (973
    )
    
    (696
    )Proceeds from disposal of property and equipment
    
    
    --
    
    
    41Purchases of short-term investments, categorized as available for
      sale
    
    
    (370,500
    )
    
    (189,610
    )Sales of short-term
      investments, categorized as available for sale
    
    
    346,799
    
    
    161,625Net
      cash used in investing activities
    
    
    (24,674
    )
    
    (28,640
    )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds from exercise of stock options and employee stock purchase
      plan
    
    
    3,511
    
    
    1,317Repurchase of common stock
    
    
    (1,080
    )
    
    (275
    )Net cash provided by
      financing activities
    
    
    2,431
    
    
    1,042NET
      DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (16,256
    )
    
    (21,297
    )CASH
      AND CASH EQUIVALENTS:Beginning of period
    
    
    38,634
    
    
    57,717End
      of period
    
    $
    22,378
    
    $
    36,420Supplemental
      cash flow disclosures:Income taxes paid, net of refunds
    
    $
    2,411
    
    $
    1,089See
      accompanyingNotes
      to Unaudited Condensed Consolidated Financial Statements.










5


SUPERTEX,
INC.


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(unaudited)


**Note
1 - Organization and Basis of Presentation**





The
accompanying unaudited condensed consolidated financial statements of Supertex,
Inc. and its subsidiary have been prepared in accordance with accounting
principles generally accepted in the United States of America. This financial
information reflects all adjustments which are in the opinion of the Company’s
management of normal recurring nature and necessary to present fairly the
statements of financial position as of October 1, 2005 and April 2, 2005,
results of operations for the three and six months ended October 1, 2005 and
October 2, 2004, and cash flows for the six months ended October 1, 2005 and
October 2, 2004. The April 2, 2005 balance sheet was derived from the audited
financial statements included in the 2005 annual report on Form 10-K. All
significant intercompany transactions and balances have been eliminated.





The
condensed consolidated financial statements included herein have been prepared
by the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in these financial statements have been condensed or omitted
pursuant to such rules and regulations, although the Company believes the
disclosures which are made are adequate to make the information presented not
misleading. These financial statements should be read in conjunction with the
audited condensed consolidated financial statements of Supertex, Inc. for the
fiscal year ended April 2, 2005, which were included in the annual report on
Form 10-K.





Interim
results are not necessarily indicative of results for the full fiscal year. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements as well as the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates, and such differences may be material to the financial statements. The
results of operations for the three months ended October 1, 2005 are not
necessarily indicative of the results to be expected for any future
periods.





The
Company reports on a fiscal year basis and it operates and reports based on
quarterly periods ending on the Saturday nearest the end of the applicable
calendar quarter, except in a 53-week fiscal year, in which case the additional
week falls into the fourth quarter of the fiscal year. Fiscal 2006 will be a
52-week year. The three-month periods ended October 1, 2005 (“second quarter of
fiscal 2006”), July 2, 2005 (“first quarter of fiscal 2006”), October 2, 2004
(“second quarter of fiscal 2005”), and July 3, 2004 (“first quarter of fiscal
2005”) all consist of thirteen weeks.





**Note
2 - Stock-based Compensation**





The
Company accounts for stock-based employee compensation using the intrinsic value
method under the Financial Standards Board (“FASB”) Accounting Principles Board
Opinion No. 25, *Accounting
for Stock Issued to Employees* , (“APB
25”), and related interpretations, and complies with the disclosure provisions
of Statements of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation, and Financial Accounting Standards No. 148, Accounting
for Stock-Based Compensation - Transition and Disclosure, (“SFAS 123”) and
(“SFAS 148”), respectively. SFAS 123 requires the disclosure of pro forma net
income and earnings per share. Under SFAS 123, the fair value of stock-based
awards to employees is calculated through the use of option pricing models, even
though such models were developed to estimate the fair value of freely tradable,
fully transferable options without vesting restrictions, which significantly
differ from the Company’s stock option awards. These models also require
subjective assumptions, including future stock price volatility and expected
time to exercise, which greatly affect the calculated values.


6


SUPERTEX, INC. NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued
 (unaudited)
 
 Had the
Company recorded compensation costs for stock options issued to employees under
the Company’s current and former stock option plans and stock sales under its
Employee Stock Purchase Plan (ESPP) based on the fair value at the grant date
for the awards consistent with the provisions of SFAS No. 123, the net income
and net income per share for the three and six months ended October 1, 2005 and
October 2, 2004 would have been reduced to the pro forma amounts indicated as
follows:


****
    
    
    
    
    **Three
      Months Ended**
    **Six
      Months Ended***(in
      thousands except per share amounts)*
    
    **October
      1, 2005**
    
    
    **October
      2, 2004**
    
    
    **October
      1, 2005**
    
    
    **October
      2, 2004**Net
      income as reported
    $
    4,247
    
    $
    1,916
    
    $
    7,066
    
    $
    3,776Add:
    
    
    Stock-based
      employee compensation expense included in reported net income, net of
      tax
    
    
    --
    
    
    --
    
    
    --
    
    
    --Deduct:
    
    
    Stock-based
      employee compensation expense determined under fair value based method,
      net of tax
    
    
    (504
    )
    
    (470
    )
    
    (900
    )
    
    (1,056
    )Pro
      forma net income
    
    
    
    
    $
    3,743
    
    $
    1,446
    
    $
    6,166
    
    $
    2,720Basic
      earnings per share
    
    
    As
      reported
    
    $
    0.32
    
    $
    0.15
    
    $
    0.54
    
    $
    0.29Pro
      forma
    
    
    
    
    $
    0.28
    
    $
    0.11
    
    $
    0.47
    
    $
    0.21Diluted
      earnings per share
    
    
    As
      reported
    
    $
    0.31
    
    $
    0.15
    
    $
    0.53
    
    $
    0.29Pro
      forma
    
    
    
    
    $
    0.28
    
    $
    0.11
    
    $
    0.47
    
    $
    0.21
 ****
 **Note
3 - Inventories**





The
Company’s inventories consist of high technology semiconductor devices and
integrated circuits that are specialized in nature, subject to rapid
technological obsolescence and are sold in a highly competitive industry.
Inventory balances at the end of each period are adjusted to approximate the
lower of cost or market value.





Inventories
consisted of *(in
thousands)* :





**October
      1, 2005**
    
    **April
      2, 2005**Raw
      materials
    $
      1,177
    
    $
      1,220Work-in-process
    9,052
    
    7,371Finished
      goods
    3,577
    
    4,033Inventories
    $
      13,806
    
    $
      12,624





The
Company wrote down inventory totaling $345,000 and $702,000 for the three and
six months ended October 1, 2005, respectively. For the comparable periods in
fiscal 2005, the Company wrote down inventory totaling $266,000 and $784,000,
respectively. The Company realized gross margin benefits of $306,000 and
$563,000 for the three and six months ended October 1, 2005 due to sales of
previously reserved inventory. Such benefits were $219,000 and $504,000 for the
three and six months ended October 2, 2004.





7


**SUPERTEX,
INC.**
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued
(unaudited)





The
Company defers the recognition of revenue on shipments to distributors and the
related costs of sales until the distributors have sold the products to their
end-user customers due to uncertainty associated with possible returns and
pricing concessions. Sales through the distributors are made primarily under
arrangements allowing limited rights of return, limited price protection and the
right of stock rotation on merchandise unsold by distributors. Deferred revenue
also includes a customer advance under a licensing agreement as well as upfront
payments received from customers.





Deferred
revenue consisted of *(in
thousands)* :





**October
      1, 2005**
    
    **April
      2, 2005**Shipments
      to distributors
    $2,880
    
    $3,306Technology
      license
    188
    
    262Others
    56
    
    42Deferred
      revenue
    $3,124
    
    $3,610





**Note
4 - Comprehensive Income**





Comprehensive
income, which includes all changes in equity during a period from non-owner
sources, did not differ from net income for any of the periods
presented.





**Note
5 - Income Taxes**





Income
taxes for interim reporting purposes are computed using estimates of the
effective annual income tax rate for the entire fiscal year. The effective
income tax rate for the company during the three months ended October 1, 2005
was 32% compared to 33% for the same period last year. The effective tax rate
for the six months ended October 1, 2005 and October 2, 2004 was 32%.





The
American Jobs Creation Act of 2004 (the “Jobs Act”), enacted on October 22,
2004, provides for a temporary 85% dividends received deduction on certain
foreign earnings repatriated during a one-year period. The deduction will result
in approximately 5.25% Federal tax rate on the repatriated earnings. To qualify
for the deduction, the earnings must be reinvested in the United States pursuant
to a domestic reinvestment plan established by the Company’s chief executive
officer and approved by the Company’s board of directors. Certain other criteria
in the Jobs Act must be satisfied as well.





The
Company does not anticipate it will apply the above provision to qualify for
earnings repatriations in fiscal 2006; however, as additional clarifying
language on key elements of the repatriation provision becomes available, the
Company will continue to analyze and assess whether such repatriation would be
practical.





The
Company is currently under routine examination by the Internal Revenue Service.
Although the outcome of any tax audit is uncertain, the Company believes that it
has adequately provided in its financial statements for any additional taxes
that may be required to pay as a result of such examinations. If the payment
ultimately proved to be unnecessary, the reversal of these tax liabilities will
result in tax benefits being recognized in the period when the determination is
made that such liabilities are no longer necessary. However, if an ultimate tax
assessment exceeds the estimate of tax liabilities, an additional tax provision
will be recorded.





**Note
6 - Net Income per Share**





Basic
earnings per share (“EPS”) is computed as net income divided by the weighted
average number of common shares outstanding for the period. Diluted EPS reflects
the potential dilution that could occur from common shares which may be issued
through stock options only, since the Company does not have any warrants or
other convertible securities outstanding. A reconciliation of the numerator and
denominator of basic and diluted earnings per share is provided as follows (in
thousands, except per share amounts):





8
 **SUPERTEX,
INC.**
 **NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued**
 **(unaudited)**








****
    
    **Three
      Months Ended**
    **Six
      Months Ended******
    
    
    **October
      1, 2005**
    
    
    **October
      2, 2004**
    
    
    **October
      1, 2005**
    
    
    **October
      2, 2004**BASIC:Net
      income
    
    $
    4,247
    
    $
    1,916
    
    $
    7,066
    
    $
    3,776Weighted
      average shares outstanding for the period
    
    
    13,180
    
    
    12,943
    
    
    13,129
    
    
    12,924Net
      income per share
    
    $
    0.32
    
    $
    0.15
    
    $
    0.54
    
    $
    0.29DILUTED:Net
      income
    
    $
    4,247
    
    $
    1,916
    
    $
    7,066
    
    $
    3,776Weighted
      average shares outstanding for the period
    
    
    13,180
    
    
    12,943
    
    
    13,129
    
    
    12,924Dilutive
      effect of stock options
    
    
    448
    
    
    201
    
    
    293
    
    
    173Total
    
    
    13,628
    
    
    13,144
    
    
    13,422
    
    
    13,097Net
      income per share
    
    $
    0.31
    
    $
    0.15
    
    $
    0.53
    
    $
    0.29





Options
to purchase 145,147 shares of the Company’s common stock at an average price of
$38.61 per share, and 573,485 shares at an average price of $23.26 per share at
October 1, 2005 and October 2, 2004, respectively, were outstanding but were not
included in the computation of diluted earnings per share because their effect
would have been anti-dilutive. For the six months ended October 1, 2005 and
October 2, 2004, respectively, options to purchase the Company’s common stock of
209,136 shares at an average price of $33.21 per share, and 639,039 shares at an
average price of $22.67 per share were not included in the computation of
diluted earnings per share because their effect would have been
anti-dilutive.





**Note
7 - Commitments and Contingencies**





FASB
Interpretation No. 45, or FIN 45, *Guarantor’s
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others,* requires
that upon issuance of a guarantee, the guarantor must recognize a liability for
the fair value of the obligation it assumes under that guarantee. In addition,
FIN 45 requires disclosures about the guarantees that an entity has issued,
including a roll forward of the entity’s product warranty
liabilities.





***Indemnification***





As is
customary in the Company’s industry, the Company has agreed to defend certain
customers, distributors, suppliers, and subcontractors against certain claims,
which third parties may assert that its products allegedly infringe certain of
their intellectual property rights, including patents, trademarks, trade
secrets, or copyrights. The Company has agreed to pay certain amounts of any
resulting damage awards and typically has the option to replace any infringing
product with non-infringing product. The terms of these indemnification
obligations are generally perpetual from the effective date of the agreement. In
certain cases, there are limits on and exceptions to the Company’s potential
liability for indemnification relating to intellectual property infringement
claims. The Company cannot estimate the amount of potential future payments, if
any, that it might be required to make as a result of these agreements. To date,
the Company has not paid any damage award or been required to defend any claim
related to its indemnification obligations, and accordingly, it has not accrued
any amount for indemnification obligations. However, there can be no assurances
that the Company will not have any financial exposure under those
indemnification obligations in the future.








9
 **SUPERTEX,
INC.**
 **NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued**
 **(unaudited)**





***Legal
Proceedings***





From time
to time the Company is subject to possible claims or assessments from third
parties arising in the normal course of business. Management has reviewed such
possible claims and assessments with legal counsel and believes that it is
unlikely that they will result in a material adverse impact on the Company’s
financial position or results of operations or cash flows. The
Company is not currently involved in any legal proceedings that it believes will
materially and adversely affect its business.





***Product
Warranty***





The
Company’s policy is to replace defective products at its own expense for a
period of 90 days from date of shipment. This liability is limited to
replacement of the product and freight and delivery costs or refund or credit of
the purchase price. On certain occasions, the Company may pay for rework. The
Company usually provides a replaced/reworked product at resale value rather than
a refund or credit to meet the warranty obligations. This policy is necessary to
protect the Company’s distributors, to improve customer satisfaction, and for
competitive reasons. Additionally, it is the custom in Japan and Europe to
provide this benefit.





The
Company records a reduction to revenue for estimated product returns, including
warranty related returns, in the same period as the related revenues are
recorded. These estimates are based on historical experience, analysis of
outstanding Return Material Authorization and Allowance Authorization data and
any other form of notification received of pending returns.





The
reductions to revenue for estimated product returns for the three and six months
ended October 1, 2005 and October 2, 2004 are as follows *(in
thousands)* :








**Description**
    **Balance
      at Beginning of Period**
    **Additions****(1)**
    **Deductions****(2)**
    **Balance
      at End of Period**Three
      months ended October 1, 2005Allowance
      for sales returns
    $
      490
    $
      205
    $
      201
    $
      494Three
      months ended October 2, 2004Allowance
      for sales returns
    $
      123
    $
      342
    $
      266
    $
      199Six
      months ended October 1, 2005Allowance
      for sales returns
    $
      463
    $
      560
    $
      529
    $
      494Six
      months ended October 2, 2004Allowance
      for sales returns
    $
      186
    $
      550
    $
      537
    $
      199


______________


*(1)
Allowances for sales returns are charged as a reduction to revenue.*


*(2)
Represents amounts written off against the allowance for sales
returns.*





While the
Company’s sales returns are historically within the expectations and the
allowance established, it cannot guarantee it will continue to experience the
same return rates that it had in the past. Any significant increase in product
failure rates and the resulting sales returns could have a material adverse
impact on the operating results for the period or periods in which such returns
materialize.








10
 **SUPERTEX,
INC.**
 **NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued**
 **(unaudited)**





***Contractual
Obligations***





The
following table summarizes the Company’s significant contractual cash
obligations at October 1, 2005, and the effect such obligations are expected to
have on liquidity and cash flow in future periods (in thousands):





**Payment
      Due by Year****Contractual
      Obligations**
    
    
    **Total**
    
    
    **Less
      than 1 Year**
    
    
    **2-3
      Years**
    
    
    **4-5
      Years**
    
    
    **After
      5 Years**Operating
      lease obligations(1)
    
    $
    5,219
    
    $
    1,029
    
    $
    1,780
    
    $
    1,848
    
    $
    562Purchase
      obligations(2)
    
    
    5,662
    
    
    5,476
    
    
    186
    
    
    --
    
    
    --Total
      contractual cash obligations
    
    $
    10,881
    
    $
    6,505
    
    $
    1,966
    
    $
    1,848
    
    $
    562





*(1)
The Company leases facilities under non-cancelable lease agreements expiring at
various times through April 2011. Rental expense net of sublease income for the
three and six months ended October 1, 2005, amounted to $211,000 and $410,000,
respectively.*





*(2)
To obtain favorable pricing and resource commitment, the Company commits to
volume purchases from suppliers of manufacturing materials and
services.*





**Note
8 - Common Stock Repurchase**





There
were no shares repurchased during the three months ended October 1, 2005 and
October 2, 2004. Share repurchase activities for the six months ended October 1,
2005 and October 2, 2004 were as follows:





****
    
    **Six
      Months Ended******
    
    
    **October
      1, 2005**
    
    
    **October
      2, 2004**Number
      of shares repurchased
    
    
    67,900
    
    
    18,900Cost
      of shares repurchased
    
    $
    1,080,000
    
    $
    275,000Average
      price per share
    
    $
    15.91
    
    $
    14.55





Since the
inception of the repurchase program in 1992 through October 1, 2005, the Company
has repurchased a total of 1,115,900 shares of the common stock for an aggregate
cost of $7,327,000. Upon their repurchase, shares are restored to the status of
authorized but unissued shares. As of October 1, 2005, 784,100 shares remain
authorized for repurchases under the program.








11
 **SUPERTEX,
INC.**
 **NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued**
 **(unaudited)**





**Note
9 - Segment Information**





The
Company operates in one business segment comprising of the design, development,
manufacturing and marketing of high voltage semiconductor devices including
analog and mixed signal integrated circuits. The Company's principal markets are
in the United States, Europe, and Asia. The Company’s chief operating decision
maker, who is currently the Company’s chief executive and financial officer,
reviews financial information presented on a consolidated basis for purposes of
making operating decisions and assessing financial performance. Below is a
summary of sales by major geographic area:





**Three
      Months Ended**
    ****
    ****
    **Six
      Months Ended****Net
      Sales**
      **(in
      thousands)**
    
    
    **October
      1, 2005**
    
    
    **October
      2, 2004**
    
    
    **October
      1, 2005**
    
    
    **October
      2, 2004**United
      States
    
    $
    7,220
    
    $
    9,102
    
    $
    14,570
    
    $
    17,317Europe
    
    
    1,831
    
    
    1,245
    
    
    3,136
    
    
    2,803Japan
    
    
    1,718
    
    
    2,126
    
    
    3,453
    
    
    3,767Asia
      (excluding Japan)
    
    
    8,966
    
    
    2,529
    
    
    13,762
    
    
    4,973Other
    
    
    491
    
    
    546
    
    
    1,298
    
    
    930Total
      revenue
    
    $
    20,226
    
    $
    15,548
    
    $
    36,219
    
    $
    29,790








The
Company does not segregate information related to operating income generated by
export sales. The Company’s assets are primarily located in the United States of
America.





Net
property, plant and equipment by country was as follows *(in
thousands):*





**Country**
    
    
    **October
      1, 2005**
    
    
    **April
      2, 2005**United
      States
    
    $
    6,545
    
    $
    7,234Hong
      Kong
    
    
    1,040
    
    
    758$
    7,585
    
    $
    7,992





**Note
10 - Significant Customers**





For the
three months ended October 1, 2005, two end-user customers accounted for more
than 10% of our net sales. One customer accounted for slightly over 10% of our
net sales, while a second customer accounted for under 25% of our net sales. For
the six months ended October 1, 2005, the same two end-user customers accounted
for under 15% and slightly over 25% of our net sales, respectively. For the same
three and six months in 2004, there was no end-user customer who accounted for
more than 10% of net sales but our Japanese distributor accounted for under
15% of net sales.





**Note
11 - Recent Accounting Pronouncements**





In May
2005, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 154, “ *Accounting
Changes and Error Corrections”* . SFAS
154 replaces APB Opinion No. 20, Accounting Changes, and SFAS 3, Reporting
Accounting Changes in Interim Financial Statements, and changes the requirements
for the accounting for and reporting of a change in accounting principle. The
Company is required to adopt SFAS 154 for accounting changes and error
corrections at the beginning of fiscal 2007. The Company’s results of operations
and financial condition will only be impacted by SFAS 154 if it implements
changes in accounting principle that are addressed by the standard or corrects
accounting errors in future periods.





12


**SUPERTEX,
INC.**
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - continued
(unaudited)








In March
2005, the FASB issued Interpretation No. 47, “ *Accounting
for Conditional Asset Retirement Obligations”* , which
clarifies that an entity is required to recognize a liability for the fair value
of a conditional asset retirement obligation if the fair value can be reasonably
estimated even though uncertainty exists about the timing and (or) method of
settlement. The Company is required to adopt Interpretation No. 47 by the end of
fiscal 2006. The Company is currently assessing the impact of Interpretation No.
47 on its results of operations and financial condition.





In
December 2004, the FASB issued SFAS No. 153, “ *Exchanges
of Non-monetary Assets, an amendment of APB Opinion No. 29* ” (SFAS
153). SFAS 153 replaces the exception from fair value measurement in APB Opinion
No. 29 for non-monetary exchanges of similar productive assets with a general
exception from fair value measurement for exchanges of non-monetary assets that
do not have commercial substance. A non-monetary exchange has commercial
substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. SFAS 153 became effective for the
Company as of July 3, 2005. There were no non-monetary exchange transactions
recorded in the three months ended October 1, 2005. The Company will apply the
requirements of SFAS 153 on any future non-monetary exchange
transactions.





In
December 2004, FASB issued Statement No. 123 (revised 2004), or SFAS 123R, *“Share-Based
Payment.”* This
statement replaces SFAS 123, *“Accounting
for Stock-Based Compensation”* and
supersedes Accounting Principles Board’s Opinion No. 25 (ABP 25), *“Accounting
for Stock Issued to Employees”* . SFAS
123R will require the Company to measure the cost of its employee stock-based
compensation awards granted after the effective date based on the grant date
fair value of those awards and to record that cost as compensation expense over
the period during which the employee is required to perform services in exchange
for the award (generally over the vesting period of the award). In addition, it
will be required to record compensation expense (as previous awards continue to
vest) for the unvested portion of previously granted awards that remain
outstanding at the date of adoption. In April 2005, the U.S. Securities and
Exchange Commission (the “SEC”) announced a deferral of the effective date of
SFAS 123R to the registrant’s fiscal year beginning on or after June 15, 2005.
The Company is therefore required to implement the standard beginning in its
fiscal year 2007. In addition, the SEC issued Staff Accounting Bulletin No. 107,
or (SAB 107) in March 2005. SAB 107 includes interpretive guidance for the
initial implementation of SFAS 123R. The Company is currently evaluating the
impact of the SFAS 123R on its financial statements.





In
November 2004, the FASB issued SFAS No. 151, “ *Inventory
Costs,*  *an
amendment of ARB No.43, Chapter 4”* (SFAS
151). This statement amends the guidance in ARB No. 43, Chapter 4, “ *Inventory
Pricing* ” to
clarify the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted material (spoilage). SFAS 151 requires that those
items be recognized as current-period charges. In addition, this Statement
requires that allocation of fixed production overheads to costs of conversion be
based upon the normal capacity of the production facilities. The provisions of
SFAS 151 are effective for inventory cost incurred in fiscal years beginning
after June 15, 2005. As such, the Company is required to adopt these provisions
at the beginning of fiscal 2007. The Company is currently evaluating the impact
of SFAS 151 on its consolidated financial statements.










13


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





The
following discussion and analysis should be read in conjunction with the
Condensed Consolidated Financial Statements and related Notes thereto contained
elsewhere in this Report. The information contained in this quarterly report on
Form 10-Q is not a complete description of the Company’s business or the risks
associated with an investment in the common stock. You are urged to carefully
review and consider the various disclosures made by us in this Report and in
other reports filed with the SEC, including the annual report on Form 10-K for
the year-ended April 2, 2005.





**Cautionary
Statement Regarding Forward Looking Statements**





*This
Form 10-Q includes forward-looking statements. These forward-looking statements
are not historical facts, and are based on current expectations, estimates, and
projections about the Company’s industry, its beliefs, its assumptions, and its
goals and objectives. Words such as "anticipates", "expects", "intends",
"plans", "believes", "seeks", “forecasts”, and "estimates", and variations of
these words and similar expressions, are intended to identify forward-looking
statements. Examples of such forward-looking statements in this Form 10-Q are
the Company’s expectations as to future revenues in the Medical Electronics,
Imaging, Telecom, and Other markets and as to certain products and services
within these markets; the Company’s revenue growth strategy; the Company’s
anticipation that it will not apply the provision to qualify for earnings
repatriation in fiscal 2006 under the Jobs Act the Company’s belief that it has
provided adequate tax reserves to cover any additional taxes that may be
assessed in its audit; the Company’s anticipated R&D and SG&A expenses
for the remainder of fiscal 2006; the belief that the impact of rising interest
rates on the fair value of the fixed rates securities would be minimal; the plan
to spend approximately $1,019,000 for capital acquisitions for the remainder of
fiscal 2006; the belief that the Company has ample production capacity in place
to handle any projected increase in business for this fiscal year; and the
anticipation that the available funds and expected cash generated from
operations will be sufficient to meet the liquidity and capital requirements
through the next twelve months. These statements are only predictions, not a
guaranty of future performance, and are subject to risks, uncertainties, and
other factors, some of which are beyond the Company’s control and are difficult
to predict, and could cause actual results to differ materially from those
expressed or forecasted in the forward-looking statements. These risks and
uncertainties include no material adverse changes in the demand for our
customer’s products in which the Company’s products are used; competition to
supply semiconductor devices in the markets in which the Company competes does
not increase and cause price erosion; demand materializes and increases for
recently released customer products incorporating the Company’s products; that
there are no unexpected manufacturing issues as production ramps up; the demand
for the Company’s products or results of its product development change is such
that it would be unwise not to decrease research and development; that the IRS
will determine that more US income was realized than the Company claimed or that
fewer expenses were allowable; and that some of the Company’s equipment will not
be unexpectedly damaged or obsoleted, thereby requiring replacement as well as
those described in " Factors Which May Affect Operating Results" under Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of
Operation” in the Company’s annual report of Form 10-K for the fiscal year ended
April 2, 2005. The information included in this Form 10-Q is provided as of the
filing date with the SEC and future events or circumstances could differ
significantly from the forward-looking statements included herein. Accordingly,
the readers are cautioned not to place undue reliance on such statements. Except
as required by law, the Company undertakes no obligation to update any
forward-looking statement, as a result of new information, future events, or
otherwise.*





**Critical
Accounting Policies**





The
Company’s critical accounting policies are those that both (1) are most
important to the portrayal of the financial condition and results of operations
and (2) require management’s most difficult, subjective, or complex judgments,
often requiring estimates about matters that are inherently uncertain. The
critical accounting policies are described in Item 7, “Management’s Discussion
and Analysis of Financial Condition and Results of Operations,” of the annual
report on Form 10-K for the year ended April 2, 2005.





14


Critical
accounting policies affecting the Company, the critical estimates made when
applying them, and the judgments and uncertainties affecting their application
have not changed materially since April 2, 2005.





**Overview**





Supertex
designs, develops, manufactures, and markets high voltage semiconductor devices,
including analog and mixed signal integrated circuits utilizing state-of-the-art
high voltage DMOS, HVCMOS and HVBiCMOS analog and mixed signal technologies. The
Company supplies standard and custom high voltage interface products primarily
for use in the telecommunications (telecom), imaging, medical electronics, and
industrial markets. The Company also supplies custom integrated circuits for
customers using customer-owned designs and mask toolings with the Company’s
process technologies.





**Results
of Operations**





***Net
Sales***





The
Company operates in one business segment comprising the design, development,
manufacturing and marketing of high voltage semiconductor devices including
analog and mixed signal integrated circuits ( IC s).  Net sales
for the three months ended October 1, 2005 were $20,226,000, a 30% increase
compared to $15,548,000 for the same period of prior fiscal year. Net sales
increased 26% sequentially in the second quarter of fiscal 2006 from $15,993,000
in the first quarter of fiscal 2006. The year-over-year and sequential quarterly
growth in sales is primarily attributed to increased units. Although our average
selling price declined as our mix tended toward medium priced devices, there was
no material price erosion in the current quarter for our product offerings. Net
sales for the six months ended October 1, 2005 were $36,219,000, a 22% increase
compared to $29,790,000 for the same period of fiscal 2005 also primarily
attributed to increased units .




Our
estimate of the breakdown of net sales to customers in the Medical Electronics,
Imaging, Telecom and Other markets for the three and six months ended October 1,
2005 and October 2, 2004, as well as year-over-year and quarterly sequential
percentage changes are shown in the below table. The Company has a broad base of
customers, who in some cases manufacture end products spanning multiple markets.
As such, the assignments of revenue to the aforementioned markets require the
use of estimates, judgment, and extrapolation. Actual results may differ from
those reported.




Three
      Months Ended
    
    **Six
      Months Ended****Net
      Sales (in thousands)**
    
    
    **October
      1, 2005**
    
    
    **October
      2, 2004**
    
    
    **July
      2, 2005**
    
    
    **Year-Over-Year
      Change**
    
    
    **Sequential
      Change**
    
    
    
    **October
      1, 2005**
    
    
    **October
      2, 2004**
    
    
    **Year-Over-Year
      Change**Medical
      Electronics
    
    $
    7,281
    
    $
    5,908
    
    $
    5,917
    
    
    23
    %
    
    23
    %
    
    $
    13,401
    
    $
    11,022
    
    
    22
    %Imaging
    
    
    8,900
    
    
    4,353
    
    
    5,598
    
    
    104
    %
    
    59
    %
    
    
    14,488
    
    
    8,043
    
    
    80
    %Telecom
    
    
    3,236
    
    
    3,421
    
    
    3,199
    
    
    -5
    %
    
    1
    %
    
    
    6,519
    
    
    7,150
    
    
    -9
    %Other
    
    
    809
    
    
    1,866
    
    
    1,279
    
    
    -57
    %
    
    -37
    %
    
    
    1,811
    
    
    3,575
    
    
    -49
    %Total
      Sales
    
    $
    20,226
    
    $
    15,548
    
    $
    15,993
    
    
    30
    %
    
    26
    %
    
    $
    36,219
    
    $
    29,790
    
    
    22
    %








15





**Three Months
      Ended**
    ****
      **Six Months
      Ended****Markets**
    
    
    **October
      1, 2005**
    
    **October 2, 2004**
    
    **July 2, 2005**
    
    **October 1, 2005**
    
    **October 2, 2004**Medical
      Electronics
    
    
    36%
    
    38%
    
    37%
    
    37%
    
    37%Imaging
    
    
    44%
    
    28%
    
    35%
    
    40%
    
    27%Telecom
    
    
    16%
    
    22%
    
    20%
    
    18%
    
    24%Other
    
    
    4%
    
    12%
    
    8%
    
    5%
    
    12%Total
      Sales
    
    
    100%
    
    100%
    
    100%
    
    100%
    
    100%







Sales to
the Medical Electronics market for the three months ended October 1, 2005
reached a record high of $7,281,000 as sales increased 23% compared to same
period in prior fiscal year, and increased 23% sequentially.  The increase
is attributed to added content in the portable and transportable machines; as
well as due to seasonal factor. Customers in this market have indicated that due
to the budget process and consequential buying practices of the hospitals who
purchase their products, demand for the customers’ products typically increases
in their December quarter, in turn resulting in their increased demand for
components from suppliers like Supertex in the prior quarter.  For the six
months ended October 1, 2005 sales increased 22% compared to same period of the
prior fiscal year, due primarily to strong shipments of the pulser circuits and
chipsets and added content in the portable and transportable machines. The
Company believes that sales to this market for the remainder of the fiscal year
will continue to hold at this increased level as the decline due to the seasonal
peak having passed is expected to be offset by shipments of high-voltage pulsers
for new portable and transportable systems and for new therapeutic applications
of ultrasound.






As a
percentage of net sales and in absolute dollars, the Imaging market accounted
for the highest sales of all of our markets for the three and six months ended
October 1, 2005. Compared to the same period a year ago, sales in the Imaging
market for the three months ended October 1, 2005 increased 104% to $8,900,000,
and increased 59% sequentially.  For the six months ended October 1, 2005,
sales to the Imaging market increased 80% compared to the same period of last
fiscal year.  These increases are primarily attributed to the increase in
demand of the electroluminescent (EL) drivers for cell phones. The Company
forecasts flat EL sales for the third fiscal quarter and a more robust fourth
fiscal quarter as additional platforms and customers are expected to reach
production status.






Sales to
the Telecom market decreased 5% during the three months ended October 1, 2005 to
$3,236,000 compared to the same period a year ago but increased 1% sequentially.
 For the six months ended October 1, 2005, sales to the Telecom market
decreased 9% compared to the same period of prior fiscal year.  The
year-over-year decrease in sales is primarily attributed to the reduced demand
for our legacy products. The sequential improvement in sales is attributed to
increased demand of our HotSwap products which more than offset the decline in
demand for our legacy products. We believe sales to the Telecom market will see
a moderate growth as shipments of the HotSwap products grow due to customers
ramping up their programs into volume production; and partially from shipments
of chip sets for telecom line protection products.






Sales to
Other markets decreased 57% during the three months ended October 1, 2005 to
$809,000 compared to the same period a year ago and decreased 37%
sequentially.  For the six months ended October 1, 2005, sales to Other
markets decreased 49% compared to the same period a year ago. These decreases
are primarily attributed to the decline in the lower margin foundry business as
we have shifted our focus to our new products. We do not expect further declines
in our foundry business in the near term as we have commitments to provide this
level of foundry support to certain customers.




16




The
Company’s current growth strategy relies on the successful transition of its new
products, and its ability to continuously and successfully introduce and market
the new products and technologies that meet its customers’
requirements.




The
Company's principal markets are in the United States, Europe, and Asia. Sales by
geography as well as year-over-year and sequential percentage change, were as
follows, where international sales include sales to U.S. based customers if the
product is delivered outside the United States:




**Three
      Months Ended**
    **Six
      Months Ended**


**Net
      Sales**
      **(in
      thousands)**
    
    **October
      1, 2005**
    
    **October
      2, 2004**
    
    **July
      2, 2005**
    
    **Year-Over-Year
      Change**
    
    **Sequential
      Change**
    
    
    **October
      1, 2005**
    
    **October
      2, 2004**
    
    **Year-Over-Year
      Change**United
      States
    
    $
      7,220
    
    $
      9,102
    
    $
      7,350
    
    -21%
    
    -2%
    
    
    $
      14,570
    
    $
      17,317
    
    -16%Europe
    
    1,831
    
    1,245
    
    1,305
    
    47%
    
    40%
    
    
    3,136
    
    2,803
    
    12%Japan
    
    1,718
    
    2,126
    
    1,734
    
    -19%
    
    -1%
    
    
    3,453
    
    3,767
    
    -8%Asia
      (excluding Japan)
    
    8,966
    
    2,529
    
    4,797
    
    255%
    
    87%
    
    
    13,762
    
    4,973
    
    177%Other
    
    491
    
    546
    
    807
    
    -10%
    
    -39%
    
    
    1,298
    
    930
    
    40%Net
      Sales
    
    $
      20,226
    
    $
      15,548
    
    $
      15,993
    
    30%
    
    26%
    
    
    $
      36,219
    
    $
      29,790
    
    22%Domestic
      Sales
    
    $
      7,220
    
    $
      9,102
    
    $
      7,350
    
    -21%
    
    -2%
    
    
    $
      14,570
    
    $
      17,317
    
    -16%International
      Sales
    
    13,006
    
    6,446
    
    8,643
    
    102%
    
    50%
    
    
    21,649
    
    12,473
    
    74%Net
      Sales
    
    $
      20,226
    
    $
      15,548
    
    $
      15,993
    
    30%
    
    26%
    
    
    $
      36,219
    
    $
      29,790
    
    22%




Net sales
to international customers for the three months ended October 1, 2005 were
$13,006,000 or 64% of the Company’s net sales as compared to $6,446,000 or 41%
of net sales for the same period of the prior fiscal year and $8,643,000 or 54%
in the three months ended July 2, 2005 . Sales to
international customers for the three-month period ended October 1, 2005
increased 102% year-over-year and 50% sequentially. For the
six months ended October 1, 2005, international sales were $21,649,000 or 60% of
net sales as compared to $12,473,000 or 42% of net sales of same period of the
prior fiscal year, a 74% increase. The increase in sales year-over-year and
sequentially , is
primarily due to shipments of EL backlighting products to customers whose
contract manufacturing vendors are located in China as well as the continuing
transfer of end customer manufacturing from North America to international
locations.  Sales to
domestic customers for the three and six months ended October 1, 2005 decreased
21% and 16% respectively, compared to the same periods last year; and decreased
2% sequentially. The decrease year-over-year and sequentially is attributed
primarily to decline in sales of our foundry products.






The
Company's assets are primarily located in the United States.




***Gross
Profit***





Gross
profit represents net sales less cost of sales. Cost of sales includes the cost
of purchasing raw silicon wafers, cost associated with assembly, packaging,
test, quality assurance and product yields, the cost of personnel, facilities,
and equipment associated with manufacturing support and charges for excess
inventory. Gross profit for the quarter ended October 1, 2005 was $11,382,000,
compared to $8,117,000 for the same period of fiscal 2005, and $9,187,000 of the
prior quarter. For the six months ended October 1, 2005, gross profit was
$20,569,000 compared to $15,290,000 for the same period of last fiscal year.
These increases were primarily attributed to increased revenue although as shown
below, our gross margin did fluctuate somewhat.


17





**Three
      Months Ended**
    
    **Six
      Months Ended***(Dollars
      in thousands)*
    **October
      1, 2005**
    **October
      2, 2004**
    **July
      2, 2005**
    
    **October
      1, 2005**
    **October
      2, 2004**Gross
      Margin Percentage
    56%
    52%
    57%
    
    57%
    51%*Included
      in Gross Margin Percentage Above*Gross
      Margin Benefit from Sale of Previously Written Down
    Inventory
    $306
    $219
    $257
    
    $563
    $504Percentage
      of Net Sales
    2%
    1%
    2%
    
    2%
    2%








Gross
margin, which is gross profit as a percent of sales, was 56% for the three
months ended October 1, 2005 compared to 52% for the same period of the prior
fiscal year and 57%, sequentially. The improvement in gross margin for the
three-month period ended October 1, 2005 over the comparable period in the prior
fiscal year was primarily attributed to the increase in plant capacity
utilization, and to a lesser degree from favorable product mix which consisted
of higher sales of our newer products replacing declining sales of the lower
margin foundry products. During the quarter, our manufacturing activities
increased due to increased sales and a build up of inventory to support an even
stronger expected third and fourth quarter sales.





***Research
and Development (R&D) Expenses***





**Three
      Months Ended**
    
    **Six
      Months Ended***(Dollars
      in thousands)*
    **October
      1, 2005**
    
    **October
      2, 2004**
    **July
      2, 2005**
    **Year-Over-Year
      Change**
    **Sequential
      Change**
    
    **October
      1, 2005**
    **October
      2, 2004**
    **Year-Over-Year
      Change****R&D
      Expenses**
    2,598
    
    2,686
    2,759
    -3%
    -6%
    
    5,357
    5,156
    4%Percentage
      of Net Sales
    13%
    
    17%
    17%
    
    
    
    15%
    17%








R&D
expenses include payroll and benefits, as well as expensed material and facility
costs associated with the development of new processes and new products. We also
expense prototype wafers related to new products as research and development
costs until new products are released to production.





In
absolute dollars, R&D expenses in the three months ended October 1, 2005
decreased compared both to the year ago quarter and sequentially, with the
decreases primarily attributed to reduced manufacturing activity for prototype
products as the Company focused its efforts in supporting products that were
being transitioned to regular production. For the six months ended October 1,
2005, R&D expenses in absolute dollars increased. The increase is attributed
to a $320,000 increase in payroll and benefit expenses due to additional
headcount, partially offset by $114,000 decrease in expense for prototype
wafers.





As a
percentage of Net Sales, R&D expenses for the quarter ended October 1, 2005
decreased to 13% from 17% for the comparable period of the fiscal 2005. The drop
in R&D expenses as a percentage of Net Sales is primarily due to the 30%
increase in Net Sales compared to the same quarter last year.





The
Company expects R&D spending in absolute dollars to remain at the same level
throughout fiscal 2006, but R&D spending as a percentage of Net Sales may
fluctuate.





18


***Selling,
General and Administrative (SG&A*** **)
Expenses**





**Three
      Months Ended**
    
    
    
    
    **Six
      Months Ended***(Dollars
      in thousands)*
    **October
      1, 2005**
    **October
      2, 2004**
    **July
      2, 2005**
    
    **Year-Over-Year
      Change**
    **Sequential
      Change**
    
    **October
      1, 2005**
    **October
      2, 2004**
    **Year-**
      **Over-Year
      Change**SG&A
      Expenses
    3,248
    2,949
    3,188
    
    10%
    2%
    
    6,436
    5,351
    20%Percentage
      of Net Sales
    16%
    19%
    20%
    
    
    
    
    18%
    18%





SG&A
expenses consist primarily of employee-related expenses, commissions to sales
representatives, occupancy expenses including expenses associated with the
Company’s regional sales offices, cost of advertising and publications, and
outside services such as legal, auditing, tax, and Sarbanes-Oxley compliance
services.





The
$299,000 year-over-year increase in SG&A expenses for the three months ended
October 1, 2005 is primarily attributed to a $224,000 increase in commissions
expense due to increased sales, a $152,000 increase in payroll-related expenses
due to increased headcount as we continue to expand our sales and marketing
efforts worldwide, and a $88,000 increase in expense for professional service,
partially offset by a $75,000 decrease in bad debt expense and a $42,000
decrease in advertising and publication expenses.





The
comparable quarter of the prior fiscal year did not reflect the substantial cost
of compliance work associated with the requirements of the Sarbanes-Oxley (SOX)
Act of 2002, the majority of which was incurred during the second half of fiscal
2005. The Company anticipates total SOX cost in fiscal 2006 to be lower than
fiscal 2005.





SG&A
expenses for the balance of fiscal 2006 are expected to increase in absolute
dollars as the Company expands sales and marketing presence worldwide; however,
SG&A expenses as a percentage of Net Sales may fluctuate.





***Interest
Income and Other Income, Net***





**Three
      Months Ended**
    
    
    
    
    **Six
      Months Ended***(Dollars
      in thousands)*
    **October
      1, 2005**
    **October
      2, 2004**
    **July
      2, 2005**
    
    **Year-Over-Year
      Change**
    **Sequential
      Change**
    
    **October
      1, 2005**
    **October
      2, 2004**
    
    **Year-Over-Year
      Change**Interest
      Income and Other Income, Net
    702
    377
    906
    
    86%
    -23%
    
    1,608
    772
    
    108%Percentage
      of Net Sales
    3%
    2%
    6%
    
    
    
    
    4%
    3%








Interest
income, which consists primarily of interest income from our cash, cash
equivalents and short-term investments, was $632,000 and $353,000 for the three
months ended October 1, 2005 and October 2, 2004, respectively. For the six
months ended October 1, 2005, interest income was $1,259,000, compared to
$661,000 of the same period of the last fiscal year. The significant increase in
interest income for the three and six months are primarily due to increases in
cash, cash equivalents and short-term investments and higher interest rates in
the current period compared to the same period of the prior fiscal year.





Other
income, net, for the three months ended October 1, 2005 was $70,000 and
consisted primarily of an increase in fair market value of investments held by
the Company’s Supplemental Employee Retirement Plan of $104,000, offset by
foreign currency exchange loss of $24,000. For the comparable period in fiscal
2005, other income, net was $24,000 and consisted primarily of an increase in
fair market value of investments held by the Company’s Supplemental Employee
Retirement plan of $84,000, offset by foreign currency exchange loss of
$54,000.





19


Other
income, net, for the six months ended October 1, 2005 was $349,000 and consisted
primarily of an increase in fair market value of investments held by the
Company’s Supplemental Employee Retirement Plan of $290,000, and sales proceeds
from reclaimed gold of $61,000. For the comparable six months ended October 2,
2004, other income, net of $111,000 is primarily attributed an increase in fair
market value of investments held by the Company’s Supplemental Employee
Retirement Plan of $29,000 and a foreign currency gain of $75,000.





***Provision
for Income Taxes***





Provision
for income taxes represents federal, state and foreign taxes. The provision for
income taxes for the three months ended October 1, 2005 was $1,991,000 at the
effective tax rate of 32%, compared to $943,000 and 33% for the same period in
the prior fiscal year. The provision for income taxes for the six months ended
October 1, 2005 was $3,318,000 at the effective tax rate of 32% compared to
$1,779,000 and 32% for the same period in the prior fiscal year. The effective
tax rate for the three months ended October 1, 2005 was favorably impacted by
the tax exempt interest, federal and California research and development credit,
and the release of the tax reserve associated with California research and
development credit.








**Financial
Condition**





***Overview***





The
Company ended the second quarter of fiscal 2006 with $96,299,000 in cash, cash
equivalents, and short-term investments. This represents an increase of
$7,882,000 when compared with the amount of $88,417,000 on April 2, 2005. As of
October 1, 2005, the working capital was $107,682,000, an increase of
$10,786,000 from $96,896,000 as of April 2, 2005. Working capital is defined as
current assets less current liabilities. The increase in working capital was
mostly the result of cash generated by operations.





***Liquidity
and Capital Resources***


******


The
Company’s cash and cash equivalents decreased $16,256,000 during the six months
ended October 1, 2005 to $22,378,000 from $38,634,000 at April 2, 2005. The
decrease in cash and cash equivalents during the six-month period is due to cash
used in investing activities of $24,674,000, as we moved cash into short-term
investments and to $973,000 of cash used in the purchase of property, plant and
equipment, offset by positive cash flows from operating activities of $5,987,000
and from financing activities of $2,431,000.





The
Company’s operating activities generated cash of $5,987,000 for the six months
ended October 1, 2005, compared to $6,301,000, for the same period in the prior
fiscal year. The positive cash flows from operating activities were primarily
attributable to net income, adjusted for non-cash items. Net operating cash
flows for the six months ended October 1, 2005 were favorably impacted by
non-cash charges for depreciation of $1,391,000, tax benefit associated with
employee stock option exercises of $873,000, non-cash charges for provisions
relating to inventory of $702,000, offset by non-cash reduction in provisions
for doubtful accounts and sales returns totaling $574,000.  Working
capital sources of cash included an increase in accounts payable and accrued
expenses of $2,258,000 primarily from timing of payments and increased accruals
for employee benefits payable. Working capital uses of cash included an increase
in accounts receivable of $2,993,000 due primarily to increased sales, an
increase of inventories of $1,884,000 to support higher projected third and
fourth fiscal quarter sales, and decrease in deferred revenue of $486,000, and
an increase in short-term investments categorized as trading securities of
$437,000.





20


Net cash
used in investing activities in the six months ended October 1, 2005 was
$24,674,000, primarily for purchases of short-term investments categorized as
available for sale of $370,500,000 and purchases of property, plant and
equipment of $973,000, partially offset by $346,799,000, proceeds from sales of
short-term investments categorized as available for sale. In the comparable
period in fiscal 2005, net cash used in investing activities was $28,640,000,
primarily for purchases of short-term investments categorized as available for
sale of $189,610,000, purchases of property, plant and equipment of $696,000,
partially offset by $161,625,000, proceeds from sales of short-term investments
categorized as available for sale and proceeds from sales of property, plant and
equipment of $41,000.





Net cash
provided from financing activities during the six months ended October 1, 2005,
was $2,431,000, which consisted primarily of proceeds from employee exercises of
stock options under the current and former option plans and proceeds from
employee purchases of stocks under the ESPP, totaling $3,511,000, offset by
common stock repurchase of $1,080,000. During the six-month period, the Company
bought back 67,900 shares of the Company’s common stock in open market
transactions for the total amount of $1,080,000. The repurchase prices ranged
from $15.45 to $17.05 with a weighted average price of $15.91. Such repurchases
were made under the repurchase program previously approved by the Board of
Directors. ** In the
comparable ** period in
fiscal 2005, net cash provided by financing activities was $1,042,000, which
consisted primarily of proceeds from employee exercises of stock options under
the current and former option plans of $1,317,000, offset by $275,000 from
common stock repurchases.





The
Company expects to spend approximately $1,019,000 for capital acquisitions for
the remainder of fiscal 2006, which would make capital expenditures for fiscal
2006 slightly less than in prior fiscal years. The Company believes that it has
substantial production capacity in place to handle any projected increase in
business for this fiscal year. The Company also believes that existing cash,
cash equivalents and short-term investments, together with cash flow from
operations, will be sufficient to meet liquidity and capital requirements
through the next twelve months.





***Off-Balance
Sheet Arrangements***





The
Company does not have and never had any off-balance sheet arrangements that
have, or are reasonably likely to have, a current or future effect upon the
financial condition, revenues, expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors.





***Contractual
Obligations***





The
following table summarizes the Company’s significant contractual cash
obligations at October 1, 2005, and the effect such obligations are expected to
have on liquidity and cash flow in future periods (in thousands):





**Payment
      Due by Year****Contractual
      Obligations**
    
    
    **Total**
    
    
    **Less
      than 1 Year**
    
    
    **2-3
      Years**
    
    
    **4-5
      Years**
    
    
    **After
      5 Years**Operating
      lease obligations(1)
    
    $
    5,219
    
    $
    1,029
    
    $
    1,780
    
    $
    1,848
    
    $
    562Purchase
      obligations(2)
    
    
    5,662
    
    
    5,476
    
    
    186
    
    
    --
    
    
    --Total
      contractual cash obligations
    
    $
    10,881
    
    $
    6,505
    
    $
    1,966
    
    $
    1,848
    
    $
    562








*(1)
The Company leases facilities under non-cancelable lease agreements expiring at
various times through April 2011. Rental expense net of sublease income for the
three and six months ended October 1, 2005, amounted to $211,000 and $410,000,
respectively.*





*(2)
To obtain favorable pricing and resource commitment, the Company commits to
volume purchases from suppliers of manufacturing materials and
services.*








21





***Recent
Accounting Pronouncements***





In May
2005, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 154, “ *Accounting
Changes and Error Corrections”* . SFAS
154 replaces APB Opinion No. 20, Accounting Changes, and SFAS 3, Reporting
Accounting Changes in Interim Financial Statements, and changes the requirements
for the accounting for and reporting of a change in accounting principle. The
Company is required to adopt SFAS 154 for accounting changes and error
corrections at the beginning of fiscal 2007. The Company’s results of operations
and financial condition will only be impacted by SFAS 154 if it implements
changes in accounting principle that are addressed by the standard or corrects
accounting errors in future periods.





In March
2005, the FASB issued Interpretation No. 47, “ *Accounting
for Conditional Asset Retirement Obligations* ”, which
clarifies that an entity is required to recognize a liability for the fair value
of a conditional asset retirement obligation if the fair value can be reasonably
estimated even though uncertainty exists about the timing and (or) method of
settlement. The Company is required to adopt Interpretation No. 47 by the end of
fiscal 2006. The Company is currently assessing the impact of Interpretation No.
47 on its results of operations and financial condition.





In
December 2004, the FASB issued SFAS No. 153, “ *Exchanges
of Non-monetary Assets, an amendment of APB Opinion No. 29* ” (SFAS
153). SFAS 153 replaces the exception from fair value measurement in APB Opinion
No. 29 for non-monetary exchanges of similar productive assets with a general
exception from fair value measurement for exchanges of non-monetary assets that
do not have commercial substance. A non-monetary exchange has commercial
substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. SFAS 153 became effective for the
Company as of July 1, 2005. There were no non-monetary exchange transactions
recorded in the three months ended October 1, 2005. The Company will apply the
requirements of SFAS 153 on any future non-monetary exchange
transactions.





In
December 2004, FASB issued Statement No. 123 (revised 2004), or SFAS 123R,
“ *Share-Based
Payment* .” This
statement replaces SFAS 123, “ *Accounting
for Stock-Based Compensation* ” and
supersedes Accounting Principles Board’s Opinion No. 25 (ABP 25), “ *Accounting
for Stock Issued to Employees* ”. SFAS
123R will require the Company to measure the cost of its employee stock-based
compensation awards granted after the effective date based on the grant date
fair value of those awards and to record that cost as compensation expense over
the period during which the employee is required to perform services in exchange
for the award (generally over the vesting period of the award). In addition, it
will be required to record compensation expense (as previous awards continue to
vest) for the unvested portion of previously granted awards that remain
outstanding at the date of adoption. In April 2005, the U.S. Securities and
Exchange Commission (the “SEC”) announced a deferral of the effective date of
SFAS 123R to the registrant’s fiscal year beginning on or after June 15, 2005.
The Company is therefore required to implement the standard beginning in its
fiscal year 2007. In addition, the SEC issued Staff Accounting Bulletin No. 107,
or (SAB 107) in March 2005. SAB 107 includes interpretive guidance for the
initial implementation of SFAS 123R. The Company is currently evaluating the
impact of the SFAS 123R on its financial statements.





In
November 2004, the FASB issued SFAS No. 151, “ *Inventory
Costs,*  *an
amendment of ARB No.43, Chapter 4”* (SFAS
151). This statement amends the guidance in ARB No. 43, Chapter 4, “ *Inventory
Pricing* ” to
clarify the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted material (spoilage). SFAS 151 requires that those
items be recognized as current-period charges. In addition, this Statement
requires that allocation of fixed production overheads to costs of conversion be
based upon the normal capacity of the production facilities. The provisions of
SFAS 151 are effective for inventory cost incurred in fiscal years beginning
after June 15, 2005. As such, the Company is required to adopt these provisions
at the beginning of fiscal 2007. The Company is currently evaluating the impact
of SFAS 151 on its consolidated financial statements.








22





***Available
Information***





The
Company files electronically with the SEC its annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments, if
any, to those reports pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934. The SEC maintains an Internet site at http://sec.gov that
contains reports, proxy and information statements and other information
regarding the Company. The Company makes available free of charge and through
its Internet website at www.supertex.com copies
of these reports as soon as reasonably practicable after filing or furnishing
the information to the SEC. Copies of such documents may be requested by
contacting the Company’s Investor Relations department at (408)
222-4887.








**Item
3. - Quantitative and Qualitative Disclosures About Market Risk and Interest
Rate Risk.**





The
Company is exposed to financial market risks due primarily to changes in
interest rates. The Company does not use derivatives to alter the interest
characteristics of its investment securities. The Company has no holdings of
derivative or commodity instruments, and its holdings are for purposes other
than trading purposes. The Company's portfolio is primarily comprised of fixed
rate securities.  The fair value of these fixed rate securities may be
affected by a rise in interest rates; however, the Company believes that the
impact would be minimal since the maturities of these securities are short,
typically no more than 35 days.





To date,
our international customer agreements have been denominated primarily in U.S.
dollars, and accordingly, we have not been exposed materially to foreign
currency exchange rate fluctuations related to customer agreements, and we do
not currently engage in foreign currency hedging transactions. However, the
functional currency of our operations in Hong Kong is the U.S. dollar and as the
local expenditures are denominated in the local currency of Hong Kong, we are
subject to foreign currency exchange rate fluctuations associated with
remeasurement to U.S. dollars. We do not enter into forward exchange contracts
as a hedge against foreign currency exchange risk on transactions denominated in
foreign currencies or for speculative or trading purposes. A hypothetical change
of 10% in the foreign currency exchange rates would not have a material impact
on our consolidated financial position or results of operations.





**Item
4. - Controls and Procedures.**





**(a)
Disclosure Controls and Procedures.**





*Disclosure
Controls and Procedures* *.* The
Company’s disclosure controls and procedures are designed to ensure that
information required to be disclosed in the Company’s reports filed under the
Securities Exchange Act of 1934 is recorded, processed, summarized, and reported
within the time periods specified in the SEC’s rules and forms, including,
without limitation, that such information is accumulated and communicated to
Company management, including the Company’s principal executive and financial
officer, as appropriate to allow timely decisions regarding required
disclosures.





*Limitations
on the Effectiveness of Disclosure Controls* *.* In
designing and evaluating the Company’s disclosure controls and procedures,
management recognized that disclosure controls and procedures, no matter how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the disclosure controls and procedures are met.
Additionally, in designing disclosure controls and procedures, Company
management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible disclosure controls and procedures. The
design of any disclosure controls and procedures also is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under all
potential future conditions.





*Evaluation
of Disclosure Controls and Procedures.* The
Company’s principal executive and financial officer has evaluated the
effectiveness of the design and operation of the Company’s disclosure controls
and procedures as defined in Exchange Act Rules 13a-14(c) as of October 1, 2005,
and has determined that they are reasonably effective, taking into account the
totality of the circumstances, including the limitations described
above.





23





**(b)
Internal Control over Financial Reporting.**





Our
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) is designed to provide reasonable assurance regarding
the reliability of our financial reporting and preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles. There were no significant changes in the Company’s
internal control over financial reporting that occurred during the second
quarter of fiscal 2006 that have materially affected, or are reasonably likely
to materially affect, such control.





24





**PART
II - OTHER INFORMATION**





**Item
1. - Legal Proceedings**





From time
to time the Company is subject to possible claims or assessments from third
parties arising in the normal course of business. Management has reviewed such
possible claims and assessments with legal counsel and believes that it is
unlikely that they will result in a material adverse impact on the Company’s
financial position or results of operations. ******





**Item
2.** **-** **Unregistered
Sales of Equity Securities and Use of Proceeds**





Purchases
of Equity Securities by the Issuer and Affiliated Purchasers





Neither
the Company nor any affiliated purchaser repurchased any of the Company’s shares
during the three months ended October 1, 2005. There are 784,100 shares
currently remaining in the repurchase program adopted in 1999, which was
documented in the Quarterly Report on Form 10-Q for the period ending June 30,
2004. This 1999 repurchase program has no expiration date, other than unless
extended, when the remaining 784,100 shares have been repurchased. Neither this
program nor any other repurchase program or plan has expired during the three
months ended October 1, 2005, nor has the Company decided to terminate any
repurchase plan or program prior to this expiration. There are no existing
repurchase plans or programs under which the Company does not intend to make
further purchases.





****


**Item
3. - Defaults Upon Senior Securities**





None





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





At the
Company’s August 19, 2005, Annual Meeting of Shareholders, the Company’s
shareholders re-elected the existing board of directors and ratified the
selection of PricewaterhouseCoopers LLP as the Company’s independent registered
public accounting firm for fiscal 2006. Of the 13,061,768 shares of common stock
outstanding as of the record date of June 24, 2005, a total of 12,381,696 shares
were voted in person or by proxy, representing 95% of the total votes entitle to
be cast, constituting a majority and therefore more than a quorum of the
outstanding shares entitled to vote. Votes were cast as follows:





**Matter
      Acted Upon**
    **Votes
      For**
    **Votes
      Against**
    **Votes
      Withheld/**
      **Abstentions**
    **Broker
      Non-Votes**1.
      Election of DirectorsHenry
      C. Pao
    12,021,930
    0
    359,766
    0Richard
      Siegel
    11,765,970
    0
    615,726
    0W.
      Mark Loveless
    12,242,133
    0
    139,563
    0Elliott
      Schlam
    12,264,401
    0
    117,295
    0Milton
      Feng
    12,242,133
    0
    139,563
    0
  2. Proposal
      to ratify the appointment of PricewaterhouseCoopers L.L.P. as the
      independent registered public accounting firm of the Company for the
      fiscal year ending April 1, 2006.12,322,446
    56,150
    3,100
    0








25


**Item
5. - Other Information**





None





**Item
6. - Exhibits**





Exhibit
31 - Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Securities and Exchange Act Rules 13a-14(a) and 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.





Exhibit
32 - Certification of Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.











SIGNATURE





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.







****


**SUPERTEX, INC.**


*(Registrant)*





Date:
November 8, 2005


By: /s/
Henry C. Pao


Henry C.
Pao, Ph.D.


President


(Principal Executive
and Financial Officer)





26





Exhibit
31


**Certifications
Under Rule 13a-14(a)/l5d-14(a)**





I, Henry
C. Pao, certify that:





1.  I have
reviewed this quarterly report on Form 10-Q of Supertex, Inc., a California
corporation;





2.  Based on
my knowledge, this quarterly report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly report;





3.  Based on
my knowledge, the financial statements, and other financial information included
in this quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this quarterly report;





4.  I am
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and I have:





(a)  designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under my supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to me by others within those entities, particularly during the
period in which this quarterly report is being prepared;





(b)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under my supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles ;





(c)  evaluated
the effectiveness of the registrant's disclosure controls and procedures and
presented in this report my conclusion about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report
based on such evaluation; and





(d)  disclosed
in this report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and





5.  I have
disclosed, based on my most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent function):





(a)  all
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize, and
report financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and





(b)  any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal control  over
financial reporting.





Date:
November 8, 2005  /s/
Henry C. Pao


Henry C. Pao, Ph.D.


Chief
Executive Officer and Chief Financial Officer


(Principal Executive and
Financial Officer)





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**Exhibit
32**





**Statement
of Chief Executive Officer and Chief Financial Officer under 18 U.S.C.
§ 1350**











I, Henry
C. Pao, the chief executive officer and chief financial officer of Supertex,
Inc., a California corporation (the “Company”), certify pursuant to Section 1350
of Chapter 63 of Title 18 of the United States Code, that to my
knowledge:





(i)
    the
      quarterly report of the Company on Form 10-Q for the period ended
      October 1, 2005, as filed with the Securities and Exchange Commission (the
      “Report”), fully complies with the requirements of Section 13(a) or 15(d),
      whichever is applicable, of the Securities Exchange Act of 1934, and





(ii)
    the
      information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the Company
      at the dates and for the periods indicated.











Date:
November 8, 2005  /s/
Henry C. Pao


Henry C. Pao, Ph.D.


Chief Executive
Officer and Chief Financial Officer








*The
material contained in this Exhibit 32 is not deemed “filed” with the SEC and is
not to be incorporated by reference into any filing of the Company under the
Securities Act of 1933 or the Securities Exchange Act of 1934, whether made
before or after the date hereof and irrespective of any general incorporation
language contained in such filing.*











28