##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 Form 10-K
      þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 0-18277
 VICOR CORPORATION
 (Exact name of registrant as
    specified in its charter)
  Delaware

04-2742817(State or other jurisdiction
    of
    incorporation or organization)

(IRS employer
    identification no.)25 Frontage Road, Andover,

01810Massachusetts

(Zip code)(Address of principal executive
    offices)   Registrants telephone number, including area code:
 (978) 470-2900
  Securities registered pursuant to Section 12(b) of the
    Act:
   Common Stock, $.01 par Value

The NASDAQ Stock Market, LLC(Title of Class)


(Name of Each Exchange on Which
    Registered
)   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
    Large accelerated filer
    o

Accelerated filer
    þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller Reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE




---





TABLE OF CONTENTS  PART IPART IIITEM 5 -- MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERSITEM 6 -- SELECTED FINANCIAL DATAITEM 7 -- MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A -- QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISKITEM 8 -- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9 -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9B -- OTHER INFORMATIONPART IIIITEM 10 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11 -- EXECUTIVE COMPENSATIONITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14 -- PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15 -- EXHIBITS AND FINANCIAL STATEMENTSSIGNATURESEX-21.1 Subsidiaries of the CompanyEX-23.1 Consent of Independent Registered Public Accounting FirmEX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CFO    Table of Contents  
 PART I
  Form 10-K * Form 10-K Forms 10-Q, 8-K,
  ITEM 1 
    BUSINESS  The
    Company
   1




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##### Table of Contents



Form 10-K, Form 10-Q Form 8-K, Form 10-K.
  The
    Products
    Brick
    Products
  Modular
    Power Converters
  component-level DC-DC
 2




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component-level DC-DC
    Configurable
    Products
        hold-up
   3




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##### Table of Contents



Accessory
    Power System Components
      Customer
    Specific Products
    V*I Chip
    Products
    tm
 4




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##### Table of Contents



38-55
  36-75
  Picor
    Products
  tm tm System-in-a-Package
  Sales and
    Marketing
         5




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##### Table of Contents



Customers
    and Applications
      Telecommunications:

Military/Defense:Central Office Systems

Secure Communications EquipmentFiber Optic Systems

Unmanned Airborne/Remotely Piloted VehiclesCellular Telecommunications

Aircraft/Weapons Test EquipmentMicrowave Communications

Ruggedized ComputersATM Switches

Electronic Warfare EquipmentPaging Equipment

Reconnaissance/Targeting SystemsBroadcast Equipment

Global Positioning SystemsRemote Telemetry Equipment

Missile Defense SystemsCable Head End Equipment

Radio/Telemetry SystemsPower Amplifiers

NBC Detection EquipmentIndustrial:

Information Technology:Process Control Equipment

RAID SystemsMedical Equipment

Parallel ProcessorsSeismic Equipment

Data Storage SystemsTest Equipment

Network ServersTransportation Systems

Enterprise ServersAgricultural Equipment

File ServersMaterial Handling Equipment

Optical SwitchesMarine ProductsCommercial Avionics     Backlog
    Research
    and Development
  level DC-DC
 6




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Manufacturing
    and/or
      Competition
    Patents
      Licensing
   7




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Employees
      ITEM 1A 
    RISK
    FACTORS  Form 10-K
  Our
    future operating results are subject to
    fluctuations.
  and/or
  Our
    future success depends upon our ability to develop and market
    leading-edge, cost effective products.
    Our
    future operating results are dependent on the growth in our
    customers businesses.
    If we
    were unable to use our manufacturing facility in Andover,
    Massachusetts, we would not be able to manufacture for an
    extended period of time.
   8




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We may
    not be able to procure necessary key components for our
    products, or we may purchase too much inventory or the wrong
    inventory.
    Our
    revenues may not increase enough to offset the expense of
    additional capacity.
    We
    rely on third-party suppliers and subcontractors for components
    and assemblies and, therefore, cannot control their availability
    or quality.
    We are
    exposed to economic, political and other risks through our
    foreign sales and distributors.
    Our
    ability to successfully implement our business strategy may be
    limited if we do not retain our key personnel and attract and
    retain skilled and experienced personnel.
   9




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We may
    be unable to adequately protect our proprietary rights, which
    may limit our ability to compete effectively.
    We may
    face intellectual property infringement claims that could be
    costly to resolve.
    We may
    face legal claims and litigation that could be costly to
    resolve.
    If we
    fail to develop or maintain an effective system of internal
    controls, we may not be able to accurately report our financial
    results or prevent fraud or to ensure that information required
    to be disclosed by the Company in the reports it files or
    submits under the Exchange Act is recorded, processed,
    summarized and reported within the time periods
    specified.
     10




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Form 10-Q
  If we
    are unable to obtain required financial information for certain
    investments on a timely basis, we may not be able to accurately
    report our financial results in the reports we file or submit
    under the Exchange Act, within the time periods
    specified.
    The
    failure of auction rate securities to sell at their reset dates
    could impact the liquidity of the investment and could
    negatively impact the carrying value of the
    investment.
    ITEM 1B 
    UNRESOLVED
    STAFF COMMENTS   11




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ITEM 2 
    PROPERTIES        ITEM 3 
    LEGAL
    PROCEEDINGS         12




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ITEM 4 
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   
  PART II
 
  ITEM 5 
    MARKET
    FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER
    MATTERS      2007

High


LowFirst Quarter

$
11.62


$
8.78Second Quarter


13.54



9.06Third Quarter


14.99



10.81Fourth Quarter


15.60



12.05   2006

High


LowFirst Quarter

$
20.50


$
15.09Second Quarter


23.38



14.80Third Quarter


16.70



9.54Fourth Quarter


13.29



10.79     Dividend
    Policy
           13




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Issuer
    Purchases of Equity Securities
  MaximumNumber (orApproximateTotal Number of


Dollar Value) ofTotal





Shares (or Units)


Shares (or Units)Number





Purchased as Part


that May Yet beof Shares





of Publicly


Purchased Under(or Units)


Average Price Paid


Announced Plans


the Plans orPeriod

Purchased


per Share (or Unit)


or Programs


ProgramsOctober 1  31, 2007





$







$
8,541,000November 1  30, 2007














8,541,000December 1  31, 2007














8,541,000Total





$







$
8,541,000    14




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Stockholder
    Return Performance Graph
      Comparison
    of Five Year Cumulative Return
    Among Vicor Corporation, S&P 500 Index
    and Peer Group Companies
  
  2002


2003


2004


2005


2006


2007Vicor Corporation


$
100.00



$
138.32



$
158.93



$
191.67



$
136.45



$
196.83S&P 500 Index


$
100.00



$
128.68



$
142.67



$
149.65



$
173.28



$
182.81Peer Group Companies


$
100.00



$
196.12



$
149.03



$
154.87



$
132.97



$
161.85  15




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ITEM 6 
    SELECTED
    FINANCIAL DATA    Year Ended December 31,2006


2005


2004


2003Statement of Operations Data

2007


(restated)


(restated)


(restated)


(restated)(In thousands except per share data)Net revenues

$
195,827


$
192,047


$
179,351


$
171,580


$
151,421Income (loss) from operations


1,071



(33,182
)


3,380



(4,035
)


(25,703
)Net income (loss)


5,335



(29,059
)


3,493



(4,692
)


(19,996
)Net income (loss) per share  basic


.13



(.69
)


.08



(.11
)


(.48
)Net income (loss) per share  diluted


.13



(.69
)


.08



(.11
)


(.48
)Weighted average shares  basic


41,597



41,839



41,923



42,022



41,896Weighted average shares  diluted


41,687



41,839



42,089



42,022



41,896Cash dividends per share

$
.30


$
.27


$
.12


$
.08


$
   At December 31,2006


2005


2004


2003Balance Sheet Data

2007


(restated)


(restated)


(restated)


(restated)(In thousands)Working capital

$
115,924


$
123,467


$
150,385


$
148,419


$
141,547Total assets


192,458



247,461



243,902



243,452



251,003Long-term debt


















Total liabilities


28,018



77,289



28,965



24,259



24,806Stockholders equity


164,440



170,172



214,937



219,193



226,197  
  ITEM 7 
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
   16




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17




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Year Ended December 31,2007


2006


2005Net revenues


100.0
%


100.0
%


100.0
%Gross margin


40.3
%


42.6
%


39.8
%Selling, general and administrative expenses


25.0
%


24.2
%


22.8
%Research and development expenses


15.5
%


16.3
%


16.4
%Income (loss) before income taxes (as restated)


2.8
%


(14.6
)%


2.7
%   Critical
    Accounting Policies and Estimates
    Allowance
    for Doubtful Accounts
    Inventories
    Short-term
    and long-term investments
  available-for-sale
 18




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held-to-maturity
    Other
    Investments
      Long-Lived
    Assets
   19




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Stock-Based
    Compensation
    Product
    Warranties
    Income
    Taxes
     20




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Contingencies
    Year
    Ended December 31, 2007 compared to Year Ended
    December 31, 2006
         21




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##### Table of Contents



2006


Increase2007


(As restated)


(Decrease)Interest income

$
4,484


$
5,389


$
(905
)Minority interest in net income of subsidiaries


(539
)


(562
)


23Foreign currency gains


186



139



47Gain on disposal of equipment


129



67



62Other


128



59



69$
4,388


$
5,092


$
(704
)    Item 3-
     22




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Year
    Ended December 31, 2006 compared to Year Ended
    December 31, 2005
       23




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##### Table of Contents



2006





Increase(As restated)


2005


(Decrease)Interest income

$
5,389


$
3,124


$
2,265Minority interest in net income of subsidiaries


(562
)


(807
)


245Foreign currency gains (losses)


139



(771
)


910Gain (loss) on disposal of equipment


67



(41
)


108Other


59



(5
)


64$
5,092


$
1,500


$
3,592        24




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##### Table of Contents



LIQUIDITY
    AND CAPITAL RESOURCES
         25




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##### Table of Contents



Payments Due by PeriodLess than








More ThanContractual Obligations

Total


1 Year


Years 2 & 3


Years 4 & 5


5 YearsOperating lease obligations

$
3,861


$
1,398


$
1,453


$
239


$
771Purchase obligations


2,248



291



600



624



733Total

$
6,109


$
1,689


$
2,053


$
863


$
1,504          
  ITEM 7A 
    QUALITATIVE
    AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK     26




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27




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ITEM 8 
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  INDEX
  FINANCIAL
    STATEMENTS
  Report of Independent Registered Public Accounting Firm


29Consolidated Balance Sheets as of December 31, 2007 and
    2006 (as restated)


30Consolidated Statements of Operations For the Years Ended
    December 31, 2007, 2006 (as restated) and 2005 (as restated)


31Consolidated Statements of Cash Flows For the Years Ended
    December 31, 2007, 2006 (as restated) and 2005 (as restated)


32Consolidated Statements of Stockholders Equity For the
    Years Ended December 31, 2007, 2006 (as restated) and 2005
    (as restated)


33Notes to the Consolidated Financial Statements


34Schedule (Refer to Item 15)


69  28




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
           Accounting for
    Uncertainty in Income Taxes Share-Based Payment
    
    29




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##### Table of Contents



VICOR
    CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
 December 31,
    2007 and 2006
  2007


2006(In thousands,except share data)ASSETSCurrent assets:Cash and cash equivalents

$
20,017


$
35,860Restricted cash and short-term investments


952



1,045Short-term investments


57,490



81,681Accounts receivable, less allowance of $398 in 2007 and $583 in
    2006


32,054



30,399Insurance receivable for litigation settlements






12,800Inventories, net


23,078



22,001Deferred tax assets


741



3,702Other current assets


2,629



2,709Total current assets


136,961



190,197Property, plant and equipment, net


50,257



51,573Other assets


5,240



5,691$
192,458


$
247,461LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
10,062


$
7,273Accrued compensation and benefits


6,003



5,192Accrued expenses


3,471



4,189Accrual for litigation settlements


240



50,000Income taxes payable


278



Deferred revenue


983



76Total current liabilities


21,037



66,730Long-term income taxes payable


1,344



2,577Deferred income taxes


1,597



4,389Minority interests


4,040



3,593Stockholders equity:Preferred Stock, $.01 par value, 1,000,000 shares
    authorized; no shares issued or outstanding in 2007 and 2006






Class B Common Stock: 10 votes per share, $.01 par
    value, 14,000,000 shares authorized, 11,824,952 shares
    issued and outstanding ( 11,854,952 shares issued and
    outstanding in 2006)


118



119Common Stock: 1 vote per share, $.01 par value,
    62,000,000 shares authorized, 38,209,486 shares issued
    and 29,811,088 shares outstanding (38,106,377 shares
    issued and 29,707,979 shares outstanding in 2006)


384



382Additional paid-in capital


159,332



158,021Retained earnings


126,263



133,405Accumulated other comprehensive income (loss)


170



72Treasury stock at cost: 8,398,398 shares in 2007 and 2006


(121,827
)


(121,827
)Total stockholders equity


164,440



170,172$
192,458


$
247,461    30




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##### Table of Contents



VICOR
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 Years
    ended December 31, 2007, 2006 and 2005
  2007


2006


2005(As restated)


(As restated)(In thousands, except per shareamounts)Net revenues

$
195,827


$
192,047


$
179,351Cost of revenues


116,818



110,211



107,944Gross margin


79,009



81,836



71,407Operating expenses:Selling, general and administrative


48,919



46,437



40,811Research and development


30,372



31,381



29,466(Gain) loss from litigation-related settlements, net


(1,353
)


37,200



(2,250
)Total operating expenses


77,938



115,018



68,027Income (loss) from operations


1,071



(33,182
)


3,380Other income (expense), net


4,388



5,092



1,500Income (loss) before income taxes


5,459



(28,090
)


4,880(Benefit) provision for income taxes


(1,015
)


648



964Loss from equity method investment (net of tax)


1,139



321



423Net income (loss)

$
5,335


$
(29,059
)

$
3,493Net income (loss) per common share:Basic

$
.13


$
(.69
)

$
.08Diluted

$
.13


$
(.69
)

$
.08Shares used to compute net income (loss) per share:Basic


41,597



41,839



41,923Diluted


41,687



41,839



42,089Cash dividends per share

$
.30


$
.27


$
.12    31




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##### Table of Contents



VICOR
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 Years
    ended December 31, 2007, 2006 and 2005
  2007


2006


2005(As restated)


(As restated)(In thousands)Operating activities:Net income (loss)

$
5,335


$
(29,059
)

$
3,493Adjustments to reconcile net income (loss) to net cash (used in)
    provided by operating activities:Depreciation and amortization


11,619



14,158



17,082Loss from equity method investment (net of tax)


1,139



321



423Loss on litigation  related settlement






37,200



Stock compensation expense


667



751



Minority interest in net income of subsidiaries


539



562



807(Accretion) amortization of bond (discount) premium


(465
)


(167
)


573Deferred income taxes


104



86



(133
)(Gain) loss on disposal of equipment


(129
)


(67
)


41Change in assets and liabilities, net


(36,628
)


(9,455
)


6,985Net cash (used by) provided by operating activities


(17,819
)


14,330



29,271Investing activities:Purchases of investments


(138,642
)


(189,683
)


(116,114
)Sales and maturities of investments


163,298



199,901



100,746Additions to property, plant and equipment


(9,856
)


(5,603
)


(8,944
)Proceeds from sale of equipment


129



88



Purchase of equity method investment


(1,000
)






Increase in other assets


(120
)


(176
)


(573
)Decrease (increase) in restricted cash and short term investments


93



(139
)


210Net cash provided by (used in) investing activities


13,902



4,388



(24,675
)Financing activities:Proceeds from exercise of stock options


645



5,577



3,578Dividends paid


(12,569
)


(11,343
)


(5,025
)Acquisitions of treasury stock






(10,835
)


(5,544
)Net cash used in financing activities


(11,924
)


(16,601
)


(6,991
)Effect of foreign exchange rates on cash


(2
)


40



170Net (decrease) increase in cash and cash equivalents


(15,843
)


2,157



(2,225
)Cash and cash equivalents at beginning of year


35,860



33,703



35,928Cash and cash equivalents at end of year

$
20,017


$
35,860


$
33,703Change in assets and liabilities:Accounts receivable

$
(1,546
)

$
(2,363
)

$
(4,941
)Insurance receivable for litigation


12,800







Inventories, net


(997
)


(4,854
)


8,913Other current assets


83



395



(279
)Accounts payable and accrued liabilities


2,840



303



3,545Accrual for litigation settlement


(49,760
)






Income taxes payable


(955
)


(2,869
)


(90
)Deferred revenue


907



(67
)


(163
)$
(36,628
)

$
(9,455
)

$
6,985Supplemental disclosures:Cash paid during the year for income taxes, net of refunds

$
(380
)

$
3,590


$
1,085    32




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##### Table of Contents



VICOR
    CORPORATION
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
 Years
    ended December 31, 2007, 2006 and 2005
  AccumulatedClass B





Additional


Retained


Other





TotalCommon


Common


Paid-In


Earnings


Comprehensive


Treasury


StockholdersStock


Stock


Capital


(as restated)


Income (Loss)


Stock


Equity(In thousands)Balance at December 31, 2004 (as restated)

$
119


$
373


$
148,821


$
175,339


$
(11
)

$
(105,448
)

$
219,193Sales of Common Stock






4



3,574















3,578Conversion of Class B Common Stock to Common Stock


























Purchase of treasury stock






















(5,544
)


(5,544
)Common stock dividends














(5,025
)










(5,025
)Minority interest adjustment










(697
)














(697
)Net income for 2005 (as restated)














3,493











3,493Unrealized gain on investments


















33







33Currency translation adjustments


















(94
)






(94
)Comprehensive income (as restated)


























3,432Balance at December 31, 2005 (as restated)


119



377



151,698



173,807



(72
)


(110,992
)


214,937Sales of Common Stock






5



5,572















5,577Purchase of treasury stock






















(10,835
)


(10,835
)Common stock dividends














(11,343
)










(11,343
)Stock-based compensation expense










751















751Net loss for 2006 (as restated)














(29,059
)










(29,059
)Unrealized gain on investments


















164







164Currency translation adjustments


















(20
)






(20
)Comprehensive loss (as restated)


























(28,915
)Balance at December 31, 2006 (as restated)


119



382



158,021



133,405



72



(121,827
)


170,172Sales of Common Stock






1



644















645Conversion of Class B Common Stock to Common Stock


(1
)


1



















Purchase of treasury stock


























Common stock dividends














(12,477
)










(12,477
)Stock-based compensation expense










667















667Net income for 2007














5,335











5,335Unrealized gain on investments


















5







5Currency translation adjustments


















93







93Comprehensive income


























5,433Balance at December 31, 2007

$
118


$
384


$
159,332


$
126,263


$
170


$
(121,827
)

$
164,440    33




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##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    DESCRIPTION
    OF BUSINESS    2.
    SIGNIFICANT
    ACCOUNTING POLICIES  Principles
    of consolidation
    Basis
    of presentation
    Revenue
    recognition
  No. 00-21 (EITF 00-21).
  Foreign
    currency translation
   34




---



##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   2.
    SIGNIFICANT
    ACCOUNTING POLICIES (Continued)  Cash
    and cash equivalents
    Restricted
    cash and short-term investments
    Short-term
    and long-term investments
  available-for-sale held-to-maturity
    Allowance
    for doubtful accounts
    Inventories
  first-in,
 35




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##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   2.
    SIGNIFICANT
    ACCOUNTING POLICIES (Continued)  Concentrations
    of credit risk
    Goodwill
    and intangible assets
    Long-lived
    assets
    Other
    investments
   36




---



##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   2.
    SIGNIFICANT
    ACCOUNTING POLICIES (Continued)  Advertising
    expense
    Product
    warranties
    Net
    income (loss) per common share
    2007


2006


2005(as restated)


(as restated)Numerator:Net income (loss)

$
5,335


$
(29,059
)

$
3,493Denominator:Denominator for basic income (loss) per share 
    weighted average shares


41,597



41,839



41,923Effect of dilutive securities:Employee stock options


90







166Denominator for diluted income (loss) per share 
    adjusted weighted-average shares


41,687



41,839



42,089Basic income (loss) per share

$
.13


$
(.69
)

$
.08Diluted income (loss) per share

$
.13


$
(.69
)

$
.08     Income
    taxes
   37




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##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   2.
    SIGNIFICANT
    ACCOUNTING POLICIES (Continued)      Stock-based
    compensation
      Use of
    estimates
    Comprehensive
    income
   38




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##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   2.
    SIGNIFICANT
    ACCOUNTING POLICIES (Continued)  Impact
    of recently issued accounting standards
          3.
    STOCK-BASED
    COMPENSATION AND EMPLOYEE BENEFIT PLANS     39




---



##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   3.
    STOCK-BASED
    COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)        Amended and Restated 2000 Stock Option and Incentive Plan
    (the 2000 Plan)
  1998 Stock Option and Incentive Plan (the 1998
    Plan)
  1993 Stock Option Plan (the 1993
    Plan)
    2001 Stock Option and Incentive Plan, as amended (the
    2001 Picor Plan)
 40




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##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   3.
    STOCK-BASED
    COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)    2007 Stock Option and Incentive Plan, as amended (the
    2007 V*I Chip Plan)
      2007


2006Cost of revenues

$
47


$
85Selling, general and administrative


368



385Research and development


252



281Total stock based compensation

$
667


$
751     Year EndedDecember 31,2005Net income, as restated

$
3,493Total stock-based employee compensation expense determined under
    fair-value based methods for all awards, net of related tax
    effects


(845
)Pro forma net income

$
2,648Net income per share, as restated:Basic

$
.08Diluted

$
.08Pro forma net income per share:Basic

$
.06Diluted

$
.06     Vicor:

2007


2006


2005Risk-free interest rate


4.7
%


4.7
%


3.9
%Expected dividend yield


1.84
%


1.50
%


.38
%Expected volatility


.49



.53



.59Expected lives


3.8 years



3.8 years



4.0 years  41




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##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   3.
    STOCK-BASED
    COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)  Picor:

2007


2006


2005Risk-free interest rate


4.7
%


5.1
%


4.4
%Expected dividend yield










Expected volatility


.43



.48



.43Expected lives


6.5 years



6.5 years



6.5 years   V*I Chip:

2007Risk-free interest rate


4.6
%Expected dividend yield


Expected volatility


.65Expected lives


6.5 years   Risk-free
    interest rate:
  Vicor 
  Picor 
  V*I Chip
  Expected
    dividend yield:
  Vicor 
  Picor 
  V*I Chip
  Expected
    volatility:
  Vicor 
  Picor
  V*I Chip
 42




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##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   3.
    STOCK-BASED
    COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)    Expected
    term:
  Vicor 
  Picor
  V*I Chip
  Forfeiture
    rate
    Vicor 
  Picor
 43




---



##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   3.
    STOCK-BASED
    COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)  V*I Chip
  Vicor
    Stock Options
    Weighted-AverageWeighted-


RemainingAverage


Contractual


AggregateOptions


Exercise


Life in


IntrinsicOutstanding


Price


Years


ValueOutstanding at December 31, 2004


3,035,350


$
18.04Granted


78,160


$
14.04Forfeited and expired


(475,964
)

$
23.78Exercised


(377,298
)

$
9.47Outstanding at December 31, 2005


2,260,248


$
18.14Granted


117,860


$
17.95Forfeited and expired


(298,635
)

$
25.84Exercised


(435,844
)

$
12.78Outstanding at December 31, 2006


1,643,629


$
18.14Granted


48,530


$
12.06Forfeited and expired


(371,349
)

$
18.99Exercised


(73,109
)

$
8.88Outstanding at December 31, 2007


1,247,701


$
18.20



2.66


$
2,417Exercisable at December 31, 2007


1,086,471


$
18.71



2.16


$
2,070Vested or expected to vest at December 31, 2007(1)


1,230,412


$
18.24



2.59


$
2,383     (1)
    
    In addition to the vested options, the Company expects a portion
    of the unvested options to vest at some point in the future.
    Options expected to vest is calculated by applying an estimated
    forfeiture rate to the unvested options.       44




---



##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   3.
    STOCK-BASED
    COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)    Picor
    Stock Options
      Weighted-AverageWeighted-


Remaining


AggregateOptions


Average


Contractual


IntrinsicOutstanding


Exercise Price


Life in Years


ValueOutstanding at December 31, 2004


3,290,000


$
0.43Granted


212,000


$
0.75Forfeited and expired


(60,000
)

$
0.25Exercised






Outstanding at December 31, 2005


3,442,000


$
0.45Granted


1,040,500


$
0.85Forfeited and expired


(147,960
)

$
0.31Exercised


(30,000
)

$
0.25Outstanding at December 31, 2006


4,304,540


$
0.55Granted


114,000


$
0.74Forfeited and expired


(40,000
)

$
0.88Exercised





$
0.00Outstanding at December 31, 2007


4,378,540


$
0.56



5.98


$
1,280Exercisable at December 31, 2007


2,918,412


$
0.45



5.16


$
1,160Vested or expected to vest at December 31, 2007(1)


4,297,575


$
0.55



5.94


$
1,278     (1)
    
    In addition to the vested options, Picor expects a portion of
    the unvested options to vest at some point in the future.
    Options expected to vest is calculated by applying an estimated
    forfeiture rate to the unvested options.   45




---



##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   3.
    STOCK-BASED
    COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)        V*I
    Chip Stock Options
      Weighted-AverageWeighted-


Remaining


AggregateOptions


Average


Contractual


IntrinsicOutstanding


Exercise Price


Life in Years


ValueOutstanding at December 31, 2006


0


$
0Granted


6,655,000


$
1.00Forfeited and expired


(65,000
)

$
1.00Exercised






Outstanding at December 31, 2007


6,590,000


$
1.00



9.42


$
0Exercisable at December 31, 2007






n/a



n/a



n/aVested or expected to vest at December 31, 2007(1)


6,590,000



1.00



9.42


$
0     (1)
    
    In addition to the vested options, V*I Chip expects a portion of
    the unvested options to vest at some point in the future.
    Options expected to vest is calculated by applying an estimated
    forfeiture rate to the unvested options. 46




---



##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   3.
    STOCK-BASED
    COMPENSATION AND EMPLOYEE BENEFIT PLANS (Continued)       401(k)
    Plan
    Stock
    Bonus Plan
    4.
    SHORT-TERM
    AND LONG-TERM INVESTMENTS    Gross


Gross


EstimatedUnrealized


Unrealized


FairCost


Gains


Losses


ValueDecember 31, 2007U.S. corporate securities

$
19,150


$



$



$
19,150Obligations of states and political subdivisions


36,000











36,000Certificates of deposit


2,340











2,340$
57,490


$



$



$
57,490December 31, 2006U.S. corporate securities (as restated)

$
25,933


$



$
(7
)

$
25,926Obligations of states and political subdivisions


54,425







(2
)


54,423Certificates of deposit


1,332











1,332$
81,690


$



$
(9
)

$
81,681  47




---



##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   4.
    SHORT-TERM
    AND LONG-TERM INVESTMENTS (Continued)    EstimatedCost


Fair ValueDue in one year or less

$
2,340


$
2,340Due in ten to twenty years


7,075



7,075Due in twenty to forty years


48,075



48,075$
57,490


$
57,490     5.
    INVENTORIES    December 31,2007


2006Raw materials

$
23,711


$
23,805Work-in-process


2,656



2,319Finished goods


4,357



4,24030,724



30,364Inventory reserves


(7,646
)


(8,363
)$
23,078


$
22,001   6.
    PROPERTY,
    PLANT AND EQUIPMENT   48




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##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   6.
    PROPERTY,
    PLANT AND EQUIPMENT (Continued)    December 31,2007


2006Land

$
2,089


$
2,089Buildings and improvements


40,868



40,691Machinery and equipment


180,216



174,570Furniture and fixtures


5,922



5,571Construction-in-progress


1,084



391230,179



223,312Less accumulated depreciation and amortization


179,922



171,739$
50,257


$
51,573     7.
    INVESTMENTS    EITF 02-14, (EITF 02-14).
 49




---



##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   7.
    INVESTMENTS
    (Continued)      December 31,2007


2006Equity method goodwill

$
634


$
775Intangible assets, net of amortization


53



51$
687


$
826       Year Ended  December 312007


2006


2005(as restated)


(as restated)Allocation of losses from equity method investment (net of tax)

$
306


$
84


$
165Amortization of intangible assets and other (net of tax)


213



237



258Other than temporary decline in investment


620







$
1,139


$
321


$
423  50




---



##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   7.
    INVESTMENTS
    (Continued)    As


As PreviouslyRestated


ReportedAs of December 31, 2006:Other assets

$
5,691


$
6,865Total assets


247,461



248,107Retained earnings


133,405



134,579Total stockholders equity


170,172



171,346As of December 31, 2005:Retained earnings

$
173,807


$
175,660Total stockholders equity


214,937



216,790As of December 31, 2004:Retained earnings

$
175,339


$
176,769Total stockholders equity


219,193



220,623Year ended December 31, 2006:Other income (expense), net

$
5,092


$
4,092Loss from equity method investment, net


321


$
Net loss


(29,059
)


(29,738
)Net loss per share  basic


(0.69
)


(0.71
)Net loss per share  diluted


(0.69
)


(0.71
)Year ended December 31, 2005:Loss from equity method investment, net

$
423


$
Net Income


3,493



3,916Net income per share  basic


0.08



0.09Net income per share  diluted


0.08



0.09      51




---



##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   7.
    INVESTMENTS
    (Continued)      2007


2006


2005As of December 31:Current assets

$
2,322


$
1,157Noncurrent assets


3,110



3,074Total assets


5,432



4,231Current liabilities


1,743



495Noncurrent liabilities


1,354



1,096Minority interests


3,614



3,648Total stockholders deficit


(1,280
)


(1,008
)For the year ended December 31:Net revenue


3,368



2,292


$
2,423Gross margin


646



818



461Net loss


1,280



441



882     8.
    GOODWILL
    AND OTHER INTANGIBLE ASSETS      December 31,2007


2006Patent costs

$
3,491


$
4,042Less accumulated amortization


1,432



1,630$
2,059


$
2,412    52




---



##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    Year2008

$
2172009


2162010


2142011


2072012


195   9.
    PRODUCT
    WARRANTIES    2007


2006


2005Balance at the beginning of the period

$
1,046


$
755


$
1,042Accruals for warranties for products sold in the period


735



714



173Fulfillment of warranty obligations


(704
)


(185
)


(180
)Revisions of estimated obligations


(398
)


(238
)


(280
)Balance at the end of the period

$
679


$
1,046


$
755    10.
    STOCKHOLDERS
    EQUITY    Common
    Stock
          53




---



##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   10.
    STOCKHOLDERS
    EQUITY (Continued)                     11. OTHER
    INCOME (EXPENSE), NET    2007


2006


2005(as restated)Interest income

$
4,484


$
5,389


$
3,124Minority interest in net income of subsidiaries


(539
)


(562
)


(807
)Foreign currency gains (losses)


186



139



(771
)Gain (loss) on disposal of equipment


129



67



(41
)Other


128



59



(5
)$
4,388


$
5,092


$
1,500   54




---



##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
  12.
    INCOME
    TAXES    December 31,2007


2006Deferred tax assets:Net operating loss carryforwards

$
13,830


$
2,452Research and development tax credit carryforwards


6,662



5,231Inventory reserves


3,068



3,385Vacation accrual


1,280



1,163Investment tax credit carryforwards


1,027



892Investment basis differences


824



1,236Stock-based compensation


472



509Alternative minimum tax credit carryforward


412



359Warranty reserve


227



352Bad debt reserves


159



233Accrual for litigation settlement, net


0



15,319Other


85



817Total deferred tax assets


28,046



31,948Less: Valuation allowance for deferred tax assets


(24,158
)


(26,565
)Net deferred tax assets


3,888



5,383Deferred tax liabilities:Depreciation


(3,091
)


(4,381
)Patent amortization


(797
)


(993
)Other


(856
)


(696
)Total deferred tax liabilities


(4,744
)


(6,070
)Net deferred tax liabilities

$
(856
)

$
(687
)       2007


2006


2005(as restated)Domestic

$
4,497


$
(29,023
)

$
5,073Foreign


962



933



(193
)$
5,459


$
(28,090
)

$
4,880  55




---



##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   12.
    INCOME
    TAXES (Continued)    2007


2006


2005Current:Federal

$
(220
)

$
377


$
942Foreign


191



105



75State


(1,090
)


80



80(1,119
)


562



1,097Deferred:Federal


104



86



(133
)$
(1,015
)

$
648


$
964     2007


2006


2005Statutory federal tax rate


35.0
%


(35.0
)%


35.0
%State income taxes, net of federal income tax benefit


7.4



(3.4
)


2.5Reduction in tax reserves


(31.0
)


(0.5
)


(7.3
)Meals and entertainment expense


4.1



0.6



2.9Foreign income taxes


2.1



0.4



2.3Tax credits


(1.2
)


(3.4
)


ETI benefit






(1.2
)


(11.5
)Alternative minimum tax










5.5Other






1.3



0.1Decrease (increase) in valuation allowance


(35.0
)


43.5



(9.7
)(18.6
)%


2.3
%


19.8
%    56




---



##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   12.
    INCOME
    TAXES (Continued)          Balance at January 1, 2007

$
2,515Additions based on tax positions related to the current year


60Additions for tax positions of prior years


54Reductions for tax positions of prior years


(103
)Lapse of statute


(1,442
)Settlements


0Balance at December 31, 2007

$
1,084    57




---



##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   12.
    INCOME
    TAXES (Continued)       13.
    COMMITMENTS
    AND CONTINGENCIES    Year2008

$
1,3982009


9702010


4832011


2392012 and thereafter


771          58




---



##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   13.
    COMMITMENTS
    AND CONTINGENCIES (Continued)             14.
    SEGMENT
    INFORMATION   59




---



##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   14.
    SEGMENT
    INFORMATION (Continued)      and/or
      Brick


V*I Chip


Picor


Corporate


Eliminations


Total2007:Net revenues

$
185,828


$
9,142


$
4,908


$



$
(4,051
)

$
195,827Income (loss) from operations


25,642



(23,484
)


(2,571
)


883



601



1,071Total assets


149,030



13,738



7,280



107,420



(85,010
)


192,458Depreciation and amortization


7,408



2,097



407



1,707







11,6192006:Net revenues

$
188,482


$
3,000


$
4,878


$
2


$
(4,315
)

$
192,047Income (loss) from operations


(7,014
)


(24,588
)


(1,027
)


(1,345
)


792



(33,182
)Total assets (as restated)


129,959



8,438



7,431



151,823



(50,190
)


247,461Depreciation and amortization


9,624



1,914



327



2,293







14,158   inter-segment
 60




---



##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   14.
    SEGMENT
    INFORMATION (Continued)     61




---



##### Table of Contents



VICOR
    CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS (Continued)
    15.
    QUARTERLY
    RESULTS OF OPERATIONS (Unaudited)    First


Second


Third


Fourth


Total2007:Net revenues

$
46,981


$
47,206


$
47,693


$
53,947


$
195,827Gross profit


20,227



19,599



17,904



21,279



79,009Net income (as restated)


2,321



974



543



1,497



5,335Net income (as previously reported)


2,402



974



543



1,497



5,335Net income per share:Basic and diluted


.06



.02



.01



.04



.13Basic and diluted (as previously reported)


.06



.02



.01



.04



.13   First


Second


Third


Fourth


Total2006:Net revenues

$
47,872


$
49,210


$
46,932


$
48,033


$
192,047Gross profit


21,102



21,109



19,951



19,674



81,836Net income (loss) (as restated)


2,996



2,782



2,392



(37,229
)


(29,059
)Net income (loss) (as previously reported)


3,076



2,874



2,462



(38,150
)


(29,738
)Net income (loss) per share:Basic and diluted (as restated)


.07



.07



.06



(.90
)


(.69
)Basic and diluted (as previously reported)


.07



.07



.06



(.92
)


(.71
)   Item 3-
   62




---



##### Table of Contents



ITEM 9 
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A 
    CONTROLS
    AND PROCEDURES  Form 10-K Rule 13a-14
  (a)
    Evaluation
    of disclosure controls and procedures.  Rule 13a-15
  (b)
    Management
    Report on Internal Control Over Financial Reporting         63




---



##### Table of Contents



Form 10-K.
  (c)
    Inherent
    Limitations on Effectiveness of Controls    (d)
    Change in
    Internal Control Over Financial Reporting    Form 10-K
    
    Complete the process of hiring a new Chief Financial Officer.
    Perform an overall assessment of the staffing requirements for
    the accounting department and add resources to our corporate
    accounting function to assist in evaluating complex and
    judgmental accounting, tax and financial reporting issues.   64




---



##### Table of Contents



(e)
    Report of
    Independent Registered Public Accounting Firm                 
    65




---



##### Table of Contents



ITEM 9B 
    OTHER
    INFORMATION   
  PART III
 
  ITEM 10 
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT   
  ITEM 11 
    EXECUTIVE
    COMPENSATION   
  ITEM 12 
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS   
  ITEM 13 
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE   
  ITEM 14 
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   
  PART IV
 
  ITEM 15 
    EXHIBITS AND
    FINANCIAL STATEMENTS  Financial Statements
    Schedules
     66




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##### Table of Contents



Exhibits
  Exhibits

Description of Document3
.1

 Restated Certificate of Incorporation, dated
    February 28, 1990(1)3
.2

 Certificate of Ownership and Merger Merging
    Westcor Corporation, a Delaware Corporation, into Vicor
    Corporation, a Delaware Corporation, dated December 3,
    1990(1)3
.3

 Certificate of Amendment of Restated
    Certificate of Incorporation, dated May 10, 1991(1)3
.4

 Certificate of Amendment of Restated
    Certificate of Incorporation, dated June 23, 1992(1)3
.5

 Bylaws, as amended(9)4
.1

 Specimen Common Stock Certificate(2)10
.1

 1984 Stock Option Plan of the Company, as
    amended(2)10
.2

 1993 Stock Option Plan(3)10
.3

 1998 Stock Option and Incentive Plan(4)10
.4

 Amended and Restated 2000 Stock Option and
    Incentive Plan(5)10
.5

 Form of Non-Qualified Stock Option under the
    Vicor Corporation Amended and Restated 2000 Stock Option and
    Incentive Plan(6)10
.6

 Sales Incentive Plan(7)10
.7

 Picor Corporation 2001 Stock Option and
    Incentive Plan(8)10
.8

 Form of Non-Qualified Stock Option under the
    Picor Corporation 2001 Stock Option and Incentive Plan(8)10
.9

 V*I Chip Corporation Amended 2007 Stock Option
    and Incentive Plan(11)10
.10

 Form of Non-Qualified Stock Option Agreement
    under the V*I Chip Corporation Amended 2007 Stock Option and
    Incentive Plan(10)10
.11

 Form of Incentive Stock Option Agreement under
    the V*I Chip Corporation Amended 2007 Stock Option and Incentive
    Plan(11)10
.12

 Form of Stock Restriction Agreement under the
    V*I Chip Corporation Amended 2007 Stock Option and Incentive
    Plan(11)21
.1

 Subsidiaries of the Company(12)23
.1

 Consent of Independent Registered Public
    Accounting Firm(12)31
.1

 Certification of Chief Executive Officer
    pursuant to
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934(12)31
.2

 Certification of Chief Financial Officer
    pursuant to
    Rule 13a-14(a)
    of the Securities Exchange Act of 1934(12)32
.1

 Certification of Chief Executive Officer
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002(12)32
.2

 Certification of Chief Financial Officer
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002(12)     (1)
    
    Filed as an exhibit to the Companys Annual Report on
    Form 10-K
    filed on March 29, 2001 and incorporated herein by
    reference.(2)
    
    Filed as an exhibit to the Companys Registration Statement
    on Form 10, as amended, under the Securities Exchange Act
    of 1934 (File
    No. 0-18277),
    and incorporated herein by reference.(3)
    
    Filed as an exhibit to the Companys Registration Statement
    on
    Form S-8,
    as amended, under the Securities Act of 1933
    (No. 33-65154),
    and incorporated herein by reference.(4)
    
    Filed as an exhibit to the Companys Registration Statement
    on
    Form S-8,
    as amended, under the Securities Act of 1933
    (No. 333-61177),
    and incorporated herein by reference.(5)
    
    Filed as an exhibit to the Companys Proxy Statement for
    use in connection with its 2002 Annual Meeting of Stockholders,
    which was filed on April 29, 2002, and incorporated herein
    by reference. 67




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##### Table of Contents



(6)
    
    Filed as an exhibit to the Companys Quarterly Report on
    Form 10-Q
    filed on November 4, 2004 and incorporated herein by
    reference.(7)
    
    Filed as an exhibit to the Companys Annual Report on
    Form 10-K
    filed on March 16, 2005 and incorporated herein by
    reference.(8)
    
    Filed as an exhibit to the Companys Annual Report on
    Form 10-K
    filed on March 14, 2006 and incorporated herein by
    reference.(9)
    
    Filed as an exhibit to the Companys Quarterly Report on
    Form 10-Q
    filed on November 8, 2006 and incorporated herein by
    reference.(10)
    
    Filed as an exhibit to the Companys Current Report on
    Form 8-K,
    dated June 6, 2007 and incorporated herein by reference.(11)
    
    Filed as an exhibit to the Companys Current Report and
    Form 8-K,
    dated March 6, 2008 incorporated herein by reference.(12)
    
    Filed herewith. 68




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##### Table of Contents



VICOR
    CORPORATION
    SCHEDULE II
    VALUATION AND QUALIFYING ACCOUNTS
    Years ended December 31, 2007, 2006 and 2005
  (Credit) ChargeBalance at


to Costs and


Other Charges,


Balance atDescription

Beginning of Period


Expenses


Deductions(1)


End of Period2007Allowance for doubtful accounts

$
583,000


$
246,000


$
(431,000
)

$
398,0002006Allowance for doubtful accounts

$
635,000


$
96,000


$
(148,000
)

$
583,0002005Allowance for doubtful accounts

$
468,000


$
195,000


$
(28,000
)

$
635,000     (1)
    
    Reflects uncollectible accounts written off, net of recoveries.  (Credit) Charge


OtherBalance at


to Costs and


Charges,


Balance atDescription

Beginning of Period


Expenses


Deductions(2)


End of Period2007Inventory reserves

$
8,363,000


$
1,075,000


$
(1,792,000
)

$
7,646,0002006Inventory reserves

$
10,691,000


$
702,000


$
(3,030,000
)

$
8,363,0002005Inventory reserves

$
7,844,000


$
4,777,000


$
(1,930,000
)

$
10,691,000   (2)
    
    Reflects amounts associated with inventory that have been
    discarded or sold. 69




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##### Table of Contents



SIGNATURES
      By:
    /s/  Richard
    J. Nagel, Jr.          Signature

Title

Date/s/  Patrizio
    VinciarelliPatrizio
    Vinciarelli

President, Chief Executive Officer and Chairman of the Board
    (Principal Executive Officer)

March 17, 2008/s/  Richard
    J. Nagel, Jr.Richard
    J. Nagel, Jr.

Interim Chief Financial Officer Vice President, Chief Accounting
    Officer (Principal Financial Officer and Principal Accounting
    Officer)

March 17, 2008/s/  Estia
    J. EichtenEstia
    J. Eichten

Director

March 17, 2008/s/  David
    T. RiddifordDavid
    T. Riddiford

Director

March 17, 2008/s/  Barry
    KelleherBarry
    Kelleher

Director

March 17, 2008/s/  Samuel
    AndersonSamuel
    Anderson

Director

March 17, 2008/s/  Claudio
    TuozzoloClaudio
    Tuozzolo

Director

March 17, 2008  70