UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                            FORM 10-K

(MARK ONE)
(x) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934 (Fee Required) For the fiscal year ended March 31, 2004
                                    or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934  For the transition period from _______ to ________

                    Commission File No. 0-12718

                        SUPERTEX, INC.
      (Exact name of Registrant as specified in its Charter)
            California                              94-2328535
(State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

            1235 Bordeaux Drive Sunnyvale, California 94089
              (Address of principal executive offices)
Registrant's Telephone Number, Including Area Code:  (408) 222-8888

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act: Common Stock

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  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Sec. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes  x   No  o

As of September 26, 2003, the last business day of the registrant's most
recently completed second fiscal quarter, there were 12,744,335 shares of the
registrant's common stock outstanding, and the aggregate market value of such
shares held by non-affiliates of the registrant was $172,295,254 based on the
closing price reported on the NASDAQ National Market on September 26, 2003.
Shares of common stock held by officers, directors and other persons who may be
deemed "affiliates" of the Registrant have been excluded from this computation.
This determination of affiliate status is not necessarily a conclusive
determination for other purposes. The total number of shares outstanding of the
Registrant's common stock as of June 4, 2004, was 12,920,927.

Documents Incorporated by Reference:  Part III incorporates by reference
portions of the Company's definitive proxy statement for the Annual Meeting of
Shareholders to be held on August 20, 2004 (the "Proxy Statement").

                    Exhibit Index is on Page 48
                    Total number of pages is 52







                         (BLANK PAGE)









                              SUPERTEX, INC.
                    	ANNUAL REPORT - FORM 10K

			   Table of Contents
                						    Page No.

PART I

Item  1.  Business....................................................     1
Item  2.  Properties..................................................     8
Item  3.  Legal Proceedings...........................................     8
Item  4.  Submission of Matters to a Vote of Security Holders.........     8


PART II

Item  5.  Market for Registrant's Common Equity and Related
          Shareholder Matters........................................      9
Item  6.  Selected Consolidated Financial Data.......................     10
Item  7.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations..................................     11
Item 7A.  Quantitative and Qualitative Disclosure about Market Risk..     23
Item  8.  Financial Statements and Supplementary Data................     23
Item  9.  Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure...................................     23
Item 9A.  Controls and Procedures....................................     23


PART III

Item  10. Directors and Executive Officers of the Registrant.........     24
Item  11. Executive Compensation.....................................     24
Item  12. Security Ownership of Certain Beneficial Owners and
          Management.................................................     24
Item  13. Certain Relationships and Related Transactions.............     25
Item  14. Principal Accounting Fees and Services.....................     25


PART IV

Item  15. Exhibits, Financial Statement Schedule and Reports on
          Form 8-K...................................................     25


Signatures...........................................................     28

                                PART I

Item 1.  Business

This Annual Report on Form 10-K includes forward-looking statements.  These
forward-looking statements are not historical facts, and are based on current
expectations, estimates, and projections about our industry, our beliefs, our
assumptions, and our goals and objectives.  Words such as "anticipates,"
"expects," "intends," "plans," "believes," "seeks," and "estimates, " and
variations of these words and similar expressions, are intended to identify
forward-looking statements.  Examples of the kinds of forward-looking
statements in this report include statements regarding the following:  (1) we
expect to undertake research and development of more than thirty new product
projects during fiscal 2005, (2) our expectation that our wafer fabrication
facility (fab) will fulfill our wafer manufacturing capacity needs, (3) our
belief that our current backlog will be shipped in fiscal 2005, (4) our belief
that our patents may have value and may be useful for cross-licensing, (5) our
belief that our position as a leading supplier in our targeted markets can only
be maintained through continuous investments in R&D,  (6) our anticipation that
we will not pay dividends in the near term, (7) our belief that our revenue
from the imaging market will recover during fiscal 2005 due to recent design
wins and that overall we will experience sales growth due to recent product
introductions, (8) our hope that the economy will recover in the coming
quarters and that as a result the business of our customers will increase
leading to increased revenue for us as well, (9) our plan to continue R&D
spending as a percentage of sales at its current level, (10) our forward
thrusts and strategies set forth under Part I, Business-Products on page 2,
(11)  our belief that our continued growth depends in part on our ability to
attract and retain highly skilled employees, (12) that available funds and cash
generated from operations will be sufficient to meet our cash and working
capital requirements through the end of fiscal 2005, (13) that we expect to
spend approximately $2,450,000 for capital acquisitions in fiscal year 2005,
and (14) that the fair value of our investment portfolio would not be
significantly impacted by changes in interest rates.  These statements are only
predictions, are not guarantees, of future performance, and are subject to
risks, uncertainties, and other factors, some of which are beyond our 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 those described in Item 7
"Factors Which May Affect Operating Results" and elsewhere in this report, as
well as the risks (1) that our patents may not have material value and that
there may not be a market to cross-license them, (2) that there may be
alternative ways for us to maintain our competitive position than through
investments in R&D, that these alternatives may cost us less money or be more
effective than investments in R&D, that our investments in R&D may not result
in new products, and that even if our investments in R&D result in new
products, these products may not enable us to maintain our competitive
position, (3) that we will not obtain continued growth despite hiring highly
skilled employees, (4)  that  we  will not generate enough cash from operations
to meet our cash and working capital requirements through the end of fiscal
2005, (5) that we need to spend more on capital acquisitions than anticipated,
or that we overestimate or underestimate our need for capital acquisition, (6)
that changes in short-term interest rates are not significant enough to affect
our investment portfolio, and (7) that our newly introduced products will not
be widely adopted so that they do not generate substantial revenue.  Except as
required by law, we undertake no obligation to update any forward-looking
statement, whether as a result of new information, future events, or otherwise.

Supertex, Inc. ("Supertex" the "Company" "We" and "us") is a technology-based
producer of high voltage analog and mixed signal semiconductor components.  We
design, develop, manufacture, and market integrated circuits (ICs), utilizing
state-of-the-art high voltage DMOS, HVCMOS and HVBiCMOS analog and mixed signal
technologies.  With respect to our DMOS transistor products, the Company has
maintained an established position in key products for the telecommunication
and automatic test equipment industries.  Supertex has been an industry leader
in high voltage integrated circuits (HVCMOS and HVBiCMOS), which take advantage
of the best features of CMOS, bipolar, and DMOS technologies and integrate them
into the same chip.  They are used by the flat panel display, printer, medical
ultrasound imaging, telecommunications, industrial and consumer industries.

We market our products through direct sales personnel, independent sales
representatives and distributors in the United States of America and abroad,
primarily to electronic original equipment manufacturers.

The Company was incorporated in California in October 1975 and conducted an
initial public offering of its Common Stock in December 1983.  Our executive
offices are located at 1235 Bordeaux Drive, Sunnyvale, California 94089, and
our principal manufacturing facilities are located in San Jose, California and
in Hong Kong.  We have two design centers, one in our Sunnyvale headquarters
and one in Hong Kong within our production test facility.  We maintain five
direct field sales offices located in: (1) Tallman, New York; (2) Irving,
Texas; (3) Oley, Pennsylvania; (4) The United Kingdom; and (5) Taiwan as well
as our International Sales and Distribution Center in Hong Kong established in
fiscal 2002.  The telephone number of our headquarters is (408) 222-8888.  Our
mailing address is 1235 Bordeaux Drive, Sunnyvale, California 94088-3607.  Our
website address is www.supertex.com.

Products

Over the years Supertex has designed and developed a variety of high voltage
analog and mixed signal integrated circuits utilizing state-of-the-art high
voltage DMOS, HVCMOS and HVBiCMOS analog and mixed signal technologies.  We
supply standard and custom interface products primarily for use in
telecommunications, imaging and medical electronics markets.  Within these
markets, we also provide custom wafer foundry services for the manufacture of
integrated circuits using customer-owned designs and mask toolings.  During
fiscal 2004 and 2003, foundry services represented approximately 25% of our
revenues, with the balance of our revenues coming from product sales, whereas
during fiscal 2002 foundry services represented approximately 28% of our
revenues. In the past five years, the semiconductor industry as a whole and
Supertex was no exception, went through a rapid growth phase during our fiscal
years 2000 and 2001, primarily due to the rapid growth in the telecommunication
and internet industries and then suffered a severe decline in years 2002 and
2003. Finally in our fiscal 2004, we saw some recovery.  Because of our
conservative fiscal policy, even though our net sales dropped by 31% in fiscal
year 2002 from 2001, we maintained our gross margin at approximately 40%
through swift cost control actions and did not lose money and continued to have
a positive cash flow from operating activities. During this five-year period,
there were some surplus wafer fabrication facilities (fab) and test facilities
for sale at bargain prices. With a sufficient cash supply and reserve on hand,
we were able to negotiate with sellers for an attractive price with an all cash
purchase of a submicron six inch fab in nearby San Jose, California in fiscal
1999, and of a test facility in Hong Kong in fiscal 2001 at a small fraction of
their original cost. Because of our conservative fiscal policy, we were able to
shut down our old four-inch fab and our production test facilities in Sunnyvale
without having to incur any one-time charges.

After a two-year effort of successfully transferring our high voltage processes
from our old fab to our new fab, we saw excellent potential to expand and
compete in our markets. We formulated our forward thrusts and strategies in
fiscal 2001, as shown in the table below, and started developing a large
number of new products. The result was the introduction of 18 new products in
calendar 2002 and 13 in 2003, up from 3 in 2000 and 7 in 2001. Typically in
the semiconductor industry, it takes a gestation period of about three years
for a new product from introduction to volume production. We should expect
sales growth in the coming years from our recently introduced products. In the
meantime, we also entered new markets, such as offline driver ICs for light
emitting diodes (LEDs), hotswap ICs, Power-over-Ethernet (POE) ICs and Voice
over Internet Protocol (VoIP) ICs.


                 Supertex Forward Thrusts & Strategies
                 -------------------------------------
            Markets                     Strategies
            -------                     ----------
Medical    Ultrasound            Custom and proprietary, leadership
           Foundry               Synergistic with other business
Imaging    Flat panel displays   Partnering and proprietary
           Printers              Custom and proprietary
           Foundry               Synergistic with other business
Telecom    Optical MEMS          Custom, proprietary and leadership
           Hotswap               Second source and improve upon LTC and Maxim
           Broadband and VOIP    Off-line solutions, PFC multi-stage converters
Others     Industrial and        Unique and small, cost-effective solutions
           consumer off-line

With Asia being the growth region in comparison to North America and Europe, we
established a Sales/Distribution Center in Hong Kong in 2004 in our effort to
penetrate the Asian market, in particular, the Chinese market.

The three major Groups that currently generate product revenues are:

  The Telecommunications (Telecom)/Broadband Group consists of interface
  products used in telephone handsets, solid-state relays, modems, fax, ISDN,
  networking, PABX, and PCMCIA cards, as well as diagnostic, curbside, set-top
  and central office equipment. The IC products include: hotswap controller,
  supervisory, power management, ringer, protection & isolated switch, Power
  over Ethernet (POE), Voice-over-Internet Protocol (VoIP), and optical micro-
  electro- mechanical system (MEMS) driver ICs.  In addition, we offer foundry
  service for certain optical MEMS products.

  The Imaging Group consists of interface products for flat panel displays and
  non-impact printers and plotters. The flat panel display product family is
  sold to customers using electroluminescent (EL), plasma, vacuum fluorescent,
  Cholesteric LCD, electrophoretic and light emitting diodes (LED)
  technologies. There is also a family of products for driving EL panels to
  back-light LCD displays in hand-held instruments, such as cellular phone's
  monochrome screen and keypads, PDAs, pagers, HPCs, MP3, and meters as well as
  LEDs for general lighting to replace the incandescent and fluorescent lights
  because the new LEDs are very efficient. The printer product family is used
  in ink-jet and electrostatic types of printers and plotters, which are mostly
  high end products, with full color capability, high resolution and high-speed
  outputs. In addition, we offer foundry service for charge-coupled devices
  (CCD) and CMOS imaging devices.

  The Medical Electronics Group consists of products primarily for ultrasound
  diagnostic imaging equipment as well as selected portable instrument
  applications.  In addition, we offer foundry service for pacemaker and
  defibrillator integrated circuits.

Net sales generated from each of these three groups are discussed under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations,"  "Net Sales."

As a leading provider of products to these specific niche markets, Supertex has
been able to work very closely with key customers to define new products and
identify future market needs.  Such close collaboration has facilitated our
development of a wide range of leading edge new products and has allowed our
customers to quickly develop new and more advanced products for their markets.
While we work with certain customers to design a product, generally, such
products have broader applications so that they are useful to multiple
customers.

In the DMOS transistor product line, Supertex focuses on certain niches such as
very low threshold and low leakage devices, which are most suitable for
telecommunication, automatic test equipment, and hand-held applications where
these features justify a premium.  The DMOS transistor products also serve as
building blocks and predecessors to a fully integrated solution such as high
voltage integrated circuits.

Supertex operates in only one business segment.  Information regarding
Supertex's Segment Reporting can be found in Notes 1 and 8 of the "Notes to
Consolidated Financial Statements."

Research and Development

Supertex incurred research and development expenses of $9,570,000, $9,338,000,
and $11,279,000, on research and development activities during fiscal years
2004, 2003, and 2002, respectively.  Research and development activities in
fiscal 2005 are expected to continue at the rate of over thirty new product
projects per year.

We believe that our position as a leading supplier in our targeted markets can
only be maintained through continuous investments in research and development.
We focus our efforts on designing new products with existing process
technologies while also developing new process technologies to be used for
future products.   We continuously strive to effectively monitor and control
our research and development programs in order to obtain better performance and
greater technological achievements at lower costs.

Manufacturing

Manufacturing operations include wafer fabrication in San Jose, California;
limited assembly and packaging in Sunnyvale, California; and product testing
and quality control in Sunnyvale, California and Hong Kong.  Of our long-lived
assets, 6% were located in our Hong Kong facility at the end of fiscal 2004 and
2003, with the balance located in the U.S.

We subcontract most of our standard component packaging and limited testing to
independent assemblers, principally in Thailand and Malaysia.  After assembly,
packaged units are shipped back to our Hong Kong and Sunnyvale facilities for
final product testing and quality control before shipment to customers.
Although our offshore assemblies have not experienced any serious work
stoppages, political instability and the severe acute respiratory syndrome
(SARS) or other epidemic in these countries may adversely affect our assembly
and test operations.  Although we have qualified assemblers in different
countries to reduce risk, any prolonged work stoppage or other inability to
assemble products would have a material adverse impact on our operating
results.  Furthermore, economic risks, such as changes in tariff or freight
rates or interruptions in air transportation, could adversely affect our
operating results.  We also maintain a specialized assembly area at our
manufacturing facilities to package engineering prototypes, to ensure high
priority deliveries, and to assemble high reliability circuits required in
military and other high reliability applications.  We moved our production test
operation to Hong Kong in fiscal 2002, but still maintain a small prototype
product testing and product engineering operation in Sunnyvale, California.
As of the end of the fiscal 2004, the value of all our equipment and facility
(long-live assets) located in Hong Kong amounted to $570,000.

We believe that we are well positioned to fulfill our wafer manufacturing
capacity needs for the near future because our fab is running at below fifty
percent (50%) utilization.

Availability of raw silicon wafers has worsened in the second half of fiscal
2004.  During the economic downturn which started in the second half of fiscal
2001, some of our wafer suppliers reduced their manufacturing capacity, thus
limiting their ability to react to the recent increase in the demand for raw
wafers.  We are currently experiencing lead times of approximately 12 to 14
weeks.  However, our supplier agreements, if honored, assure us that our
forecasted requirements are covered through calendar 2004.  Under the terms of
these agreements, we commit to a volume purchase.  In return, we obtain
favorable pricing concessions and resource commitment.  On the other hand,
availability of assembly packages and other raw materials used in the
manufacturing of our products continues to be plentiful and subject to
competitive pricing pressure.  These materials are currently obtained from
various sources.  Some of these materials were in short supply in prior years.

Environmental Laws

Government regulations impose various environmental controls on the waste
treatment and discharge of certain chemicals and gases after their use in
semiconductor processing.  We believe that our activities substantially comply
with present environmental regulations.  However, increasing attention has been
focused on the environmental impact of semiconductor manufacturing operations.
While we have not experienced any material adverse effects on our business or
financial results from our compliance with environmental regulations and
installation of pollution control equipment, there can be no assurance that
changes in such regulations will not necessitate our acquisition of costly
equipment or other requirements in the future.  We work closely with pollution
experts from federal, state, and local agencies, especially from the cities of
Sunnyvale and San Jose, California, to help us comply with present
requirements.

Sales

We market our standard and custom products in the United States and abroad
through our direct sales and marketing personnel in our headquarters, as well
as through independent sales representatives and distributors supported by our
field sales managers out of our sales offices in New York, Texas, Pennsylvania,
the United Kingdom, and Taiwan.  In addition, we established an international
sale/distribution center in Hong Kong in fiscal 2002.

Export sales are made primarily through independent distributors to customers
in Europe and Asia, and represented 43%, 39%, and 32% of net sales in fiscal
years 2004, 2003, and 2002, respectively.  The prior year percentages have been
adjusted to reflect a change in our aggregation of geographic sales
information.  Sales are now attributed to geographic area based on delivery
locations.  Exports to Asia are largely to customers in Japan.  Export sales
are denominated only in U.S. dollars.  Although export sales are subject to
certain governmental commodity controls and restrictions for national security
purposes, we have not had any material adverse effects on our business or
financial results because of these limitations.

Microtek Inc., our primary distributor in Japan, accounted for 10% of our net
sales for fiscal year 2004, and 11% for fiscal years 2003 and 2002,
respectively. We do not have a long-term distributorship agreement with
Microtek.  Normal terms and conditions of sale apply, which include a 60-day
notice of cancellation and charges for work-in-process for cancellations less
than 60 days from shipment.  Outstanding accounts receivable from Microtek
accounted for 7% of gross accounts receivable as of March 31, 2004. While we
have maintained a good relationship with Microtek, Inc. for over seventeen
years, deterioration in that relationship could materially and adversely affect
our business and financial results.

Inventories are stated at the lower of cost (determined on a first-in, first-
out basis) or market value.  Our inventories include high technology parts and
components that are specialized in nature and subject to rapid technological
obsolescence.  While we endeavor to minimize the required inventory on hand and
consider technological obsolescence when estimating amounts required, such
estimates may be inaccurate and are subject to change.  We maintain an
inventory balance based on current sales level and forecast of future demand.
An amount for tactical inventory is kept in our die bank location to reduce the
lead-time in fulfilling an order.

Seasonality

While there may be some seasonality in some of our markets, typically weaker in
the first half of any calendar year, a seasonal influence on our sales has not
been identified as a consistent material trend.

Backlog

Our backlog at March 31, 2004 was approximately $10,767,000 compared with
$10,457,000 and $12,275,000 at March 31, 2003, and 2002 respectively.  We
expect that all of the current backlog will be shipped in fiscal 2005.
Customers may cancel or reschedule orders without significant penalty, and the
price of products may be adjusted between the time the purchase order is booked
into backlog and the time the product is shipped to the customer.  For those
reasons, we believe that backlog is not meaningful in predicting our actual net
revenue for any future period.

Competition

In general, competition among manufacturers of semiconductor components and
discrete transistors is intense.  Many of our domestic and foreign competitors
have larger facilities, more financial, technical, and human resources, and
more diverse product lines.  Competition in the industry is based primarily
upon factors such as product prices, product performance, diversity of product
lines, delivery capabilities, and the ability to adapt to rapid technological
change in the development of new and improved products.  We believe we are
competitive with respect to these factors; however, because of our market
niches, market statistics are not generally available for many of our products.
We also believe we are a leader in certain markets for our product families
where we have a technological and/or cost advantage.  We capitalize on our
leadership positions by working very closely with customers to help them with
next generation products, thus maintaining our leadership positions.  Such
close collaboration has produced a wide range of leading edge new products for
us and for our customers and is one of our competitive advantages.

Patents and Licenses

We hold twenty-four United States patents, twelve of which will expire between
2008 to 2021, and we have additional patents pending.  Although we
believe that our patents may have value, there can be no assurance that our
patents or any additional patents that may be obtained in the future will
provide meaningful protection from competition.  We believe that our success
depends primarily on the experience, creative skills, technical expertise, and
marketing ability of our personnel rather than on the ownership of patents.
Patents may, however, be useful for cross-license purposes and have served the
Company well in the past.

Supertex is not aware that any of its products infringe on any valid patent or
other proprietary rights of third parties but it cannot be certain that they do
not do so.  If infringement is alleged, there can be no assurance that the
necessary licenses could be obtained, or if obtained, would be on terms or
conditions that would not have a material adverse effect on the Company.

Employees

At March 31, 2004, we had 307 full time employees primarily located in Northern
California and Kowloon, Hong Kong.  Many of our employees are highly skilled,
and we believe our continued growth and success will depend in part on our
ability to attract and retain such employees.  At times, like other
semiconductor manufacturers, we experienced difficulty in hiring and retaining
sufficient numbers of skilled personnel, especially experienced analog
integrated circuit designers.

We believe that the compensation, benefits, and incentives offered to our
employees are competitive with those generally offered throughout the
semiconductor industry.  There are no collective bargaining agreements between
us and our employees, and there has been no work stoppage due to labor
difficulties.  The Company considers its employee relations to be good.


Executive Officers of the Company

Name                 Position with the Company                  Age    Officer
                                                                         Since
-------------------------------------------------------------------------------
Henry C. Pao         President, Principal Executive and          66       1976
                     Financial Officer
Richard E. Siegel    Executive Vice President                    58       1982
Benedict C. K. Choy  Senior Vice President, Technology           58       1976
                     Development, and Corporate Secretary
William P. Ingram    Vice President, Wafer Fab Operations        56       1999
Franklin Gonzalez    Vice President, Process Technology          53       1999
Michael Lee          Vice President, I.C. Design                 49       1999
Dilip Kapur          Vice President, Standard Products           55       2000
William Petersen     Vice President, Worldwide Sales             51       2001


Officers appointed by the Board of Directors serve at the discretion of the
Board.  There is no family relationship between any directors or executive
officers of the Company.

Henry C. Pao is a founder of Supertex and has served as President, Principal
Financial and Executive Officer, and as a Director since the Company's
formation in fiscal 1976.  Previously, he worked at Fairchild Semiconductor,
Raytheon, Sperry Rand and IBM.  He has B.S., M.S., and Ph.D. degrees in
Electrical Engineering from the University of Illinois at Champaign-Urbana.

Richard E. Siegel joined the Company in 1981 as National Sales Manager, was
appointed Vice President of Sales and Marketing in April 1982, Senior Vice
President in February 1988, and has served as Executive Vice President since
November 1988.  He has been a Director since 1988.  Previously, he worked at
Signetics Corporation, Fairchild Semiconductor, Ford Instrument and Grumman
Aircraft Corporation.  Mr. Siegel is also a member of the Board of Directors
for All American Semiconductor (NASD: SEMI).  All American Semiconductor,
headquartered in Florida, is a national distributor of electronic components
manufactured by others and is a major distributor for Supertex.  Mr. Siegel has
a B.S. degree in Mechanical Engineering from City College of New York,
augmented with Electrical Engineering courses from Brooklyn Polytechnic
Institute, New York.

Benedict C. K. Choy, a founder of the Company, joined Supertex in fiscal 1976
as Vice President, Device Technology and Process Development, and has served as
Senior Vice President since February 1988.  He has been a Director since 1986.
Previously, he worked at Fairchild Semiconductor, National Semiconductor, and
Raytheon.  He has a B.S. degree in Electrical Engineering from the University
of California, Berkeley.

William P. Ingram joined Supertex in April 1995 as its Director of Wafer Fab
Operations. Prior to joining Supertex, he was Vice President of Technology
Development at Crosspoint Solutions, before which he held management positions
at Fairchild and National Semiconductor. He began his career at National after
receiving his B.S. degree in Electrical Engineering with honors from the North
Carolina State University.

Franklin Gonzalez joined Supertex in November 1990 as a Process Development
Manager. In 1994, he was promoted to Director of Process Technology. Prior to
joining Supertex, he held various R&D management positions spanning over
seventeen years with such companies as ECI Semiconductor, Telmos and Harris
Semiconductor where he began his career. He has a Ph.D. in Electrical
Engineering from the University of Florida and a Masters in Electrical
Engineering from Stanford University.

Michael Lee re-joined Supertex in October 1993 as Director of I.C. Design.
Before that, he had a combined total of fifteen years of industry experience in
I.C. Design. He began his career at Supertex after receiving his Masters in
Electrical Engineering from UC Berkeley in 1978.

Dilip Kapur joined Supertex in March 1984 and has managed Marketing,
Applications, Marketing Communications and Product Engineering Departments.  He
was promoted to Director of Marketing in 1990, and promoted to Vice President
Standard Products in December 2000.  He has previously held Application
Engineering and Marketing positions at Computer Power Inc. and Advani Oerlikon
Ltd.  He has a B.S. degree in Electrical Engineering from MACT, Bhopal and a
Diploma in International Trade from Indian Institute of Foreign Trade, New
Delhi.

William Petersen first joined Supertex in 1984 as Sales Manager for the Central
Region of the United States.  From 1990 through 1994, he was the Company's
National Sales Manager, overseeing sales operations throughout the United
States.  Mr. Petersen re-joined Supertex in September 1999 as Director of
Sales.  He was promoted to Vice President of Worldwide Sales in April 2001.
Prior to working at Supertex, he worked at Siemens as Central Area Manager from
1980-1984.  Mr. Petersen attended the University of Iowa.

Available Information

We make available free of charge and through our internet website
(www.supertex.com) our annual report on Form 10-K, quarterly reports on Form
10Q, current reports on Form 8-K, and amendments to those reports filed or
furnished pursuant to Section 13(a) or 159(d) of the Securities Exchange Act
of 1934 as soon as reasonably practicable after we electronically file such
material with, or furnish it to, the Securities and Exchange Commission.


Item 2.  Properties

We lease a building at 71 Vista Montana, San Jose, California covering
approximately 61,700 square feet where our six-inch submicron wafer fabrication
and process engineering are located.  In January 2004, we amended the lease
term of this facility by extending the term to seven years to expire in April
2011. We have one remaining option to extend the term for an additional five
years, which, if exercised, would extend the lease to April 2016.

We renewed our lease for a portion of a building located at 10 Sam Chuk Street,
Sanpokong, Kowloon, Hong Kong in December 2003.  The new lease covers 23,600
square feet and houses our back-end processing operations including: wafer
sort, final test, quality control and assembly logistics as well as our Hong
Kong Design Center and our International Sales and Distribution Center.  The
lease expires in three years on December 1, 2006.

We also lease a portion of a building, covering approximately 5,600 square
feet, at 1225 Bordeaux Drive, Sunnyvale, California, expiring on April 2007.
This building is leased from a corporation owned by a former director of the
Company and is being sub-leased, essentially at cost, to Reaction Technology,
our epitaxial deposition service provider.  (See Note 7 of "Notes to
Consolidated Financial Statements" and Item 13.)

We own our corporate headquarters, a facility of approximately 42,000 square
feet at 1235 Bordeaux Drive, Sunnyvale, California, which houses the executive
offices, sales and marketing, product engineering, R&D, prototype and hi-rel
assembly, quality control, production control, corporate financial and
administrative staff.

We believe that our existing facilities and equipment are well maintained and
are in good operating condition.

Item 3.  Legal Proceedings

Supertex is not currently a party to any material legal proceedings.  However,
it may be involved from time to time in various legal actions arising in the
ordinary course of business.

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

No matters were submitted to a vote of security holders during the quarter
ended March 31, 2004.


                                PART II

Item 5.  Market for Registrant's Common Equity and Related Shareholder Matters

The following table sets forth the range of high and low closing sale prices
reported on The Nasdaq Stock Market under the symbol SUPX for the periods
indicated.

                             Fiscal Year Ended March 31,
                             ---------------------------
                          2004                     2003
                          ----                     ----
                      High     Low             High      Low
                      ----     ---             ----      ---
First Quarter        18.32    13.57           22.00     13.80
Second Quarter       19.95    16.34           17.62      9.64
Third Quarter        20.41    16.71           15.10      9.25
Fourth Quarter       22.60    15.19           15.36     13.00


On May 28, 2004, the last reported sale price was $15.67 per share.  There were
approximately 2,411 shareholders of record of common stock on May 28, 2004.  We
have not paid cash dividends on our common stock in fiscal years 2004 and 2003,
and the Board of Directors presently intends to continue this policy in order
to retain earnings for the development of the Company's business.  Accordingly,
it is anticipated that no cash dividends will be paid to holders of common
stock in the foreseeable future. The Company did not repurchase from the open
market any of its outstanding shares or other securities during its fiscal
quarter ended March 31, 2004.

Securities authorized for issuance under equity compensation plans:

We maintain the following three shareholder-approved equity compensation plans,
as further described in Note 5 to our consolidated Financial Statements.

Employee Stock Purchase Plan - The shareholders of the Company approved the
adoption of the 2000 Employee Stock Purchase Plan (the "ESPP") and the
reservation of shares of common stock for issuance under this Plan at the
August 18, 2000 annual shareholders meeting.  The maximum aggregate number of
common stock available for purchase under the ESPP is 500,000 shares plus an
annual increase on the first day of the Company's fiscal year of the lesser of
100,000 shares or three percent (3%) of the outstanding shares on that date or
a lesser amount determined by the Board of Directors.  Eligible employees may
elect to withhold up to 20% of their cash compensation to purchase shares of
the Company's common stock at a price equal to 85% of the market value of the
stock at the beginning or ending of a six-month offering period, whichever is
lower.  An eligible employee may purchase no more than 500 shares of common
stock during any six-month accumulation period.  A total of 50,086, 46,408
and 45,239 shares of the Company's common stock were issued under the ESPP
for fiscal years 2004, 2003 and 2002, respectively.  There are 358,267 shares
available for future issuance under the ESPP at the end of fiscal year 2004.

Stock Option Plans  - The 1991 Stock Option Plan (the "1991 Plan") provides for
granting incentive stock options to employees, and non-statutory stock options
to employees and consultants.  Terms for exercising options are determined by
the Board of Directors, and options expire at the earlier of the term provided
in the Notice of Grant or upon termination of employment or consulting
relationship.  The 1991 Plan expired in June 2001, thus there were no options
available for grant under the 1991 Plan.

At the end of fiscal year 2004, there were 962,230 shares which are issuable
upon exercise of outstanding options under the 1991 Plan at a weighted average
exercise price of $17.10.  Options granted under the 1991 Plan were granted at
the fair market value of the Company's common stock on the date of grant and
generally expire 7 years from the date of grant or at termination of service,
whichever occurs first.  The options generally are exercisable beginning one
year from date of grant and generally vest over a five-year period.

Our shareholders approved the adoption of the 2001 Stock Option Plan (the "2001
Plan") and the reservation of 2,000,000 shares of common stock for issuance
under the 2001 Plan at the August 17, 2001 annual meeting of shareholders.
Terms for exercising options and vesting schedules are similar to the 1991
Plan.  At the end of fiscal year 2004, there were 517,600 shares which are
issuable upon exercise of outstanding options under the 2001 Plan at a weighted
average exercise price of $16.67 and there are 1,478,949 shares remaining
available for issuance.

We have no equity compensation plans that were not previously approved by our
shareholders.

The table below shows information as of March 31, 2004, with respect to equity
compensation plans under which equity securities of the Company are authorized
for issuance.  The Company's equity compensation plans, consisting of the Stock
Option Plan and Employee Stock Purchase Plan, are approved by security holders.

<TABLE>

<CAPTION>

<S>                       <C>                  <C>                      <C>
                Number of Securities    Weighted-Average    Number of Securities Remaining
                 to Be Issued upon       xercise Price of    Available for Future Issuance
              Exercise of Outstanding  Outstanding Options,   under Equity Compensation
                 Options, Warrants,         Warrants,               Plans (Excluding
                    and Rights             and Rights       Securities Reflected in Column (a))
               ----------------------  -------------------  ------------------------------
Plan Category               (a)                  (b)                     (c)


Equity compensation
plans approved by
security holders      1,479,830               $16.95              1,837,216(1)

Equity compensation
plans not approved
by security holders       0                     N/A                        0


</TABLE>

(1) Includes 358,267 shares reserved as of March 31, 2004 for future purchases
by employees through payroll deductions under the Company's Employee Stock
Purchase Plan described above.

Item 6.  Selected Consolidated Financial Data

The selected financial information and other data presented below should be
read in conjunction with the "Consolidated Financial Statements," "Notes to
Consolidated Financial Statements," and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included elsewhere in this
Form 10-K.  The Company uses a 52-53 week fiscal year ending the Saturday
nearest March 31.  For presentation purposes, the Company's fiscal years in the
selected Consolidated Financial Data below have been shown ending on March 31.
Fiscal years 2004 and 2000 each consisted of 53 weeks, whereas, fiscal years
2003, 2002 and 2001 each consisted of 52 weeks.

                                                    March 31,
                                                    ---------
                                  2004      2003      2002      2001      2000
                                  ----      ----      ----      ----      ----
                                             (in thousands)

Balance Sheet Data:

 Working capital              $ 87,005  $ 78,051  $ 67,333  $ 61,662  $ 52,950
 Total assets                  112,797   108,671   103,380    98,695    86,623
 Shareholders' equity           97,774    92,525    88,096    82,359    72,269
 Cash and cash equivalents and
   short-term investments       76,124    64,876    52,492    44,282    34,176
 Total current assets          102,028    94,197    82,617    77,998    67,304
 Total current liabilities      15,023    16,146    15,284    16,336    14,354



                                            Fiscal Year Ended March 31

                                  2004      2003      2002      2001      2000
                                  ----      ----      ----      ----      ----
                                   (in thousands, except per share amounts)
Statement of Income Data:

Net Sales                     $ 51,394  $ 54,915  $ 56,195  $ 81,455  $ 70,838
Costs and Expenses
  Costs of sales                30,938    34,103    33,700    48,790    44,976
  Research and development       9,570     9,338    11,279    10,917     8,468
  Selling, general and
      administrative             9,760     8,722     7,939    10,806     6,980
                                 -----     -----     -----    ------     -----
Income from operations           1,126     2,752     3,277    10,942    10,414
Other income
  Interest income                1,164       916     1,538     2,466     1,978
  Other income (expense), net      840       530     1,037    (1,153)      257
Income before provision for      -----     -----     -----     -----     -----
      income taxes               3,130     4,198     5,852    12,255    12,649
Provision for income taxes         970     1,343     1,990     4,167     4,174
                                 -----     -----     -----     -----     -----
  Net income                   $ 2,160   $ 2,855   $ 3,862   $ 8,088   $ 8,475
                               =======   =======   =======   =======   =======
Net income per share:
  Basic                        $  0.17   $  0.23   $  0.31   $  0.65   $  0.70
                               =======   =======   =======   =======   =======
  Diluted                      $  0.17   $  0.22   $  0.30   $  0.62   $  0.68
                               =======   =======   =======   =======   =======
Shares used in per share
  computation:

  Basic                         12,758    12,598    12,443    12,351    12,126
                                ======    ======    ======    ======    ======
  Diluted                       13,051    12,757    12,748    12,990    12,519
                                ======    ======    ======    ======    ======

Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

Overview

Supertex designs, develops, manufactures, and markets high voltage analog and
mixed signal integrated circuits utilizing state-of-the-art high voltage DMOS,
HVCMOS and HVBiCMOS analog and mixed signal technologies.  We supply standard
and custom interface products primarily for the use in the telecommunications,
imaging, and medical electronics markets.  We also provide wafer foundry
services for the manufacture of integrated circuits for customers using
customer-owned designs and mask toolings.

Factors Which May Affect Operating Results

Semiconductor companies as a group are subject to many similar risks.  These
include the risks that (1) the demand for semiconductors decreases as the
industry has historically been very cyclical,  (2) there are shortages of raw
materials and/or fab capacity, or (3) there are changes in underlying circuit
or process technology or fab technology.  Other factors that could affect our
future results include whether we can generate new bookings from both new and
current products; general economic conditions, both in the United States and
foreign markets, and economic conditions specific to the semiconductor
industry; risks associated with customer concentration; our ability to
introduce new products, to enhance existing products, and to meet the
continually changing requirements of our customers; our ability to maintain and
enhance relationships with our assembly and test subcontractors and independent
distributors and sales representatives; and whether we can manufacture
efficiently and control costs.  In addition, we are subject to the risks
described below, which are specific to our business:

* We have focused our product offerings primarily on niche markets which
  leverage our capabilities and in which we believe we have dominance.  We
  attempt to choose markets which are sizable enough to be worth pursuing but
  which are not large enough to attract fierce competition.  These markets
  could grow enough to attract increased competition or else competitors could
  enter due to happenstance or downturns elsewhere.  In addition, these niches
  might be more susceptible to shrinkage than more diverse markets, due to
  their concentration on a few product offerings.

* We work with our customers to develop products, which they will design into
  their systems.  Even if we do achieve a design win, the customer's system may
  never go into production or the production may be smaller than we had
  anticipated.  Although we attempt to develop products which will be useful
  for multiple customers, we may misjudge the market and develop a product
  which maybe useful for very few customers.

* We are dependent upon one fab which we own and operate.  We would be
  susceptible were this fab to be unable to meet our needs, for example, were
  this fab to become obsolete due to process technology changes, or to be
  damaged, for example by fire or earthquake.  We could encounter difficulties
  in operating our fab, such as contaminants in the air or defects in equipment
  , which could affect yields and production.

* We have several competitors which are substantially larger and could bring to
  bear substantially more resources in our niche markets.  We have been able to
  maintain profitable margins in part because of our dominance of most of our
  niche markets.  Increased competition could cause our margins to decrease.

* Henry Pao, a director of and the President and CEO of the Company, along with
  Mr. Pao's father and brother, collectively own greater than 25% of our
  outstanding stock.  They have no agreement among themselves to act together
  with respect to the Company or their stockholdings.  However, were they to
  act in concert, they would be our largest beneficial shareholder and would
  have an ability to elect one or more directors, to direct management, and to
  delay or prevent a change in control.

* We sell a substantial amount of our products internationally.  We also
  package and test most of our products abroad.  Problems with foreign
  economies, political turmoil, wars, changes in the exchange rate, or
  epidemics, such as SARS could adversely affect our foreign sales or foreign
  product assembly.

* Our operations may be interrupted and our business would be harmed in the
  event of an earthquake, terrorist act, and other disaster.  Our principal
  executive offices, our fab facility, and major suppliers are located in areas
  that have been subject to severe earthquakes.  In the event of an earthquake,
  we and/or our major suppliers may be temporarily unable to continue
  operations and may suffer significant property damage.  Any such interruption
  in our ability or that of our major suppliers to continue operations at our
  facilities could delay the development and shipment of our products.  Like
  other U.S. companies, our business and operating results are subject to
  uncertainties arising out of the recent terrorist attacks on the United
  States, including the potential worsening or extension of the current global
  economic slowdown, the economic consequences of current and potential
  military actions or additional terrorist activities and associated political
  instability, and the impact of heightened security concerns on domestic and
  international travel and commerce. Such uncertainties could also lead to
  delays or cancellations of customer orders, a general decrease in corporate
  spending or our inability to effectively market and sell our products.  Any
  of these results could substantially harm our business and results of
  operations, causing a decrease in our revenues.

* We depended upon one customer, Microtek Inc., for approximately 10% of our
  fiscal year 2004 sales.  Microtek is our primary distributor in Japan with at
  least twenty end-user customers.  Most of our customers can typically cancel
  or reschedule orders without penalty so decreased demand for our products
  could translate into rapid decreases in sales volume.

* We are very dependent upon continued innovation of our engineers.  The
  competition for engineers with relevant experience is extremely intense in
  the Silicon Valley, where most of our engineers are located.  We must compete
  in terms of salary, benefits, and working conditions with many start-ups
  which can offer more equity. We established an I.C. Design Center in Hong
  Kong in fiscal 2001 where competition for qualified engineer is not as
  intense as that in Silicon Valley.  However, a majority of our product
  innovation activities remains in our Sunnyvale and San Jose offices.

* We operate a fab in San Jose, California at which we use various chemicals
  and solvents which are regulated by various environmental agencies.  We
  cooperate and work with these agencies to comply with these regulations.
  Should we nonetheless inadvertently contaminate the soil or ground water, or
  should the previous operator of the fab have done so, we may be responsible
  for significant costs to remediate the situation.

* We are dependent upon the continued service of several of our key management
  and technical personnel.  The loss of the services of one or more of our
  engineers, executive officers and other key personnel or our inability to
  recruit replacements for, or to attract, retain and motivate these
  individuals would be harmful to our business.  We do not have long-term
  employment contracts with our employees.

* Our success depends upon our ability to protect our intellectual property,
  including patents, trade secrets, and know-how, and to continue our
  technological innovation. We cannot assure that the steps we have taken to
  protect our intellectual property will be adequate to prevent
  misappropriation or that others will not develop competitive technologies or
  products.  The failure to obtain necessary licenses or other rights could
  cause us to lose market share and harm our business.

* Recently enacted changes in securities laws and regulations are likely to
  increase our costs. The Sarbanes-Oxley Act of 2002 that became law in July
  2002 requires changes in some of our corporate governance practices.  In
  addition to final rules made by the Securities and Exchange Commission,
  NASDAQ has revised its requirements for companies that are NASDAQ-listed.
  These new rules and regulations will increase our legal and financial
  compliance costs, and make some activities more difficult, time consuming
  and/or costly. These new rules and regulations also make it more expensive
  for us to obtain director and officer liability insurance, and we may be
  required to accept reduced coverage or incur substantially higher costs to
  obtain coverage. These new rules and regulations could also make it more
  difficult for us to attract and retain qualified members of our board of
  directors, particularly to serve on our audit committee, and qualified
  executive officers.

* The FASB and various federal legislative proposals have proposed changes to
  GAAP that may require us to adopt a different method of determining the
  compensation expense for our employee stock options.  We currently use the
  intrinsic value method to measure compensation expense for stock-based awards
  to our employees.  Under this standard, we generally do not consider stock
  option grants issued under our employee stock option plans to be compensation
  when the exercise price of the stock option is equal to the fair market value
  on the date of grant.  If any change to GAAP is adopted that requires us to
  adopt a different method of determining the compensation expense for our
  employee stock options, our reported results of operations may be adversely
  affected.


The following discussion should be read in conjunction with the "Consolidated
Financial Statements," "Notes to Consolidated Financial Statements" and
"Selected Consolidated Financial Data" included elsewhere in this Form 10-K.
The following table sets forth items from the Consolidated Statements of Income
as a percentage of net sales for the periods indicated:

                                          Fiscal Year Ended March 31,
																			    --------------------------
                                         2004         2003          2002
                                         ----         ----          ----
  Net sales                              100%         100%          100%
  Cost of sales                         60.2         62.1          60.0
  Research and development              18.6         17.0          20.1
  Selling, general and administrative   19.0         15.9          14.1
  Income from operations                 2.2          5.0           5.8
  Other income
     Interest income                     2.3          1.7           2.7
     Other income (expense), net         1.6          1.0           1.8
  Income before provision for income
     taxes                               6.1          7.7          10.4
  Provision for income taxes             1.9          2.5           3.5
  Net income                             4.2%         5.2%          6.9%


Critical Accounting Policies

Our discussion and analysis of financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States of America. Note 1 to the Consolidated Financial Statements describes
the significant accounting policies and methods used in the preparation of the
Consolidated Financial Statements. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses.  On an on-going basis,
we evaluate our estimates, including those related to our revenues, product
returns, bad debts, inventories, investments, asset impairments, and income
taxes.  We base our estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.

We consider the accounting policies described below to be our critical
accounting policies.  These critical accounting policies affect our significant
judgments, assumptions, and estimates used in the preparation of the
Consolidated Financial Statements.  Our management has discussed the
development and selection of these critical accounting policies and estimates
with the audit committee of our board of directors and the audit committee has
reviewed our disclosures relating to them in this report

Revenue Recognition

We recognize revenue from direct product sales to end-user customers upon
transfer of title and risk of loss, which is upon shipment of the product
provided persuasive evidence of an arrangement exists, the price is fixed or
determinable, no significant obligations remain and collection of the resulting
receivable is reasonably assured.  For sales to original equipment
manufacturers (OEMs), we use either a binding purchase order or signed
agreement as evidence of an arrangement.  Sales through our distributors are
evidenced by a distributor agreement governing the relationship together with
binding purchase orders on a transaction-by-transaction basis.  Sales to our
distributors are made primarily under arrangements allowing limited rights of
return, limited price protection and the right of stock rotation on merchandise
unsold by the distributors.  Because of the uncertainty associated with pricing
concessions and possible returns, we defer the recognition of such sales and
the related costs of sales until our distributors have sold the merchandise to
their end-user customers.  Our deferred revenue also includes upfront billings
from customers under non-recurring engineering (NRE) contracts as well as a
customer advance under a licensing agreement.

Sales Returns and Other Allowances

We record a provision for estimated sales returns and allowances on product
sales in the same period as the related revenues are recorded.  We base these
estimates on historical experience, analysis of outstanding Return Material
Authorization (RMA) and Allowance Authorization (AA) data and any other form of
notification we receive of pending returns.  We continuously monitor and track
product returns and in circumstances where we are aware of specific customer
return or allowance which is over and above normal historical sales returns, we
record a specific allowance against the amounts due to reduce our net
receivable for such customer.  While our sales returns have historically been
within our expectations and the provisions established, we cannot guarantee
that we will continue to experience the same return rates that we have in the
past.  Any significant increase in product failure rates and the resulting
credit returns could have a material adverse impact on our operating results
for the period or periods in which such returns materialize.

Allowance for Doubtful Accounts

We evaluate the collectibility of our accounts receivable based on two methods.
The amounts calculated from each of these methods are combined to determine the
total amount reserved.  First, a minimum allowance is established for all
customers based on a percentage applied to outstanding accounts receivable.
This percentage is based on our historical collection and write-off experience.
Second, we evaluate specific accounts where we have information that a specific
customer may have an inability to meet its financial obligations (bankruptcy,
etc.) to us.  In these cases, significant management judgments and estimates
must be made, based on the best available facts and circumstances.  We record a
specific allowance for that customer against amounts due to reduce the net
recognized receivable to the amount we reasonably believe will be collected.
These specific reserves are re-evaluated and adjusted as additional information
is received that impacts the amount reserved.  If the financial condition of
our customers were to deteriorate, resulting in an impairment of their ability
to make payments, additional allowances may be required.

Inventory Valuation

Our inventories are stated at the lower of cost (determined on a first-in,
first-out basis) or market value and include high technology parts and
components that are specialized in nature and subject to rapid technological
obsolescence.  Standard manufacturing cost includes materials, labor, and
overhead costs including depreciation, and includes factors for estimated
production yield and throughput time.  We determine the market value of our
inventories based on the average selling price of our products in the last
three months prior to the balance sheet date. Inventory balances are adjusted
to approximate the lower of our standard manufacturing cost or market value.
Any adjustment to write down inventory to market value is charged to the cost
of sales in the period that the adjustment is made.

We evaluate our ending inventories for excess quantities and obsolescence at
each balance sheet date.  This evaluation includes analyses of sales levels by
product and projections of future demand.  Inventories on hand in excess of
forecasted demand and inventories that we consider obsolete are reserved for.
Additions to the provision are charged to the cost of sales. Subsequent changes
in facts and circumstances do not result in the reduction of the allowance
until these inventories are subsequently sold or scrapped, after which the
related allowance is matched to the movement of the related product inventory,
resulting in lower costs and higher gross margins for those products.

While the Company has programs to minimize the required inventories on hand and
considers technological obsolescence when estimating amounts required to reduce
recorded amounts to market values, it is reasonably possible that such
estimates could change in the near term.  If future demand or market conditions
are less favorable than our projections, additional inventory write-downs may
be required and would be reflected in cost of sales in the period the revision
is made.

Accounting for Investments and Consolidation

From time to time we may make investments in privately held companies, which
requires us to determine the carrying value of such investments.  We currently
own stock in two privately held companies whose carrying value we determined
is zero as of March 31, 2004 and March 31, 2003. Investments in privately held
companies that are not publicly traded have no established market.  We have a
policy in place to review the fair value of these investments on a regular
basis to evaluate the carrying value of the investments in these companies.
This policy includes, but is not limited to, reviewing each of the companies'
cash position, financing needs, earnings/revenue outlook, operational
performance, management/ownership changes, and competition.  The evaluation
process is based on information that we request from these privately held
companies.  This information is not subject to the same disclosure regulations
as U.S. public companies, and as such, the basis for these evaluations is
subject to the timing and the accuracy of the data received from these
companies.  If we believe that the carrying value of an investment is in
excess of its fair value, it is our policy to record a reserve and the related
write down is recorded as an investment loss on our consolidated statements of
income.  We record an investment impairment charge when we believe an
investment has experienced a decline in value that is other-than temporary.
When a decline in value is deemed to be other-than-temporary, we recognize an
impairment loss in the current period to the extent of the decline below the
carrying value of the investment. Estimating the fair value of non-marketable
equity investments in early-stage technology companies is inherently
subjective and may contribute to significant volatility in our reported
results of operations.  In addition, adverse operating results of underlying
long-term investments could result in additional other-than-temporary losses
in future periods.

Impairment of Long-Lived Assets

We routinely consider whether indicators of impairment of long-lived assets are
present.  If such indicators are present, we determine whether the sum of the
estimated undiscounted cash flows attributable to the assets in question is
less than their carrying value.  If less, we recognize an impairment loss based
on the excess of the carrying amount of the assets over their respective fair
values.  Fair value is determined by discounted future cash flows, appraisals
or other methods.  If the assets determined to be impaired are to be held and
used, we recognize an impairment charge to the extent the present value of
anticipated net cash flows attributable to the asset are less than the asset's
carrying value.  The fair value of the asset then becomes the asset's new
carrying value, which we depreciate or amortize over the remaining estimated
useful life of the asset where appropriate. We may incur impairment losses in
future periods if factors influencing our estimates change.

Accounting for Income Taxes

As part of the process of preparing our consolidated financial statements we
are required to estimate our income taxes in each of the jurisdictions in which
we operate.  This process involves us estimating our actual current tax
exposure together with assessing temporary differences resulting from differing
treatment of items, such as deferred revenue, for tax and accounting purposes.
These differences result in deferred tax assets and liabilities, which are
included within our consolidated balance sheets.  We evaluate the realizability
of the deferred tax assets annually.  We have determined that no valuation
allowance is required because, although realization is not assured, the Company
has sufficient taxable income in carryback years to absorb items deductible in
the future for federal tax purposes and anticipates that its estimated future
taxable income will allow the deferred tax asset for state tax purposes to be
fully realized in future years.  The amount of the deferred tax asset that is
realizable could be reduced in the near term if actual results differ
significantly from estimates of future taxable income.

The above listing is not intended to be a comprehensive list of all of our
accounting policies.  In many cases, the accounting treatment of a particular
transaction is specifically dictated by generally accepted accounting
principles, with no need for management's judgment in their application. There
are also areas in which management's judgment in selecting any available
alternative would not produce a materially different result. See our audited
consolidated financial statements and notes thereto which begin on page 34 of
this Annual Report on Form 10-K which contain accounting policies and other
disclosures required by generally accepted accounting principles.

Recent Developments

Beginning the fourth quarter of fiscal 2001, the global semiconductor industry
conditions experienced a severe downturn that continued through the second half
of fiscal 2004.  During this time, conditions in all the markets we serve were
weak.  Demand for our products decreased, and sales were adversely impacted
resulting in a sequential decline in fiscal years 2002, 2003 and 2004.  Despite
these declining sales, we have remained profitable and generated positive cash
flows through rigorous cost control measures.

We experienced a modest recovery in sales in the second half of fiscal year
2004.  We are hopeful that with expected improvements in the economy over the
coming quarters, the business of our customers will increase leading to
increased sales for us as well.  We believe that we will be able to
substantially meet our production needs from our wafer fabrication and testing
facilities in the coming fiscal year.  Quote activities and design wins have
been strong in all the markets we serve.  We have seen a higher sequential
backlog and a book-to-bill ratio of greater than one, which are encouraging
indicators for sales growth in the new fiscal year.  Book-to-bill ratio is
defined as sales orders received over orders shipped during the fiscal quarter.
We believe that current orders will be shipped in fiscal 2005.  However, our
customers may cancel or reschedule orders without significant penalty, and the
price of products may be adjusted between the time the purchase order is booked
into backlog and the time the product is shipped to the customer.  For these
reasons, purchase orders received are not necessarily reliable indicators of
future sales.

Results of Operations

Fiscal 2004 vs. Fiscal 2003

Net Sales  Net sales for fiscal year 2004 was $51,394,000, a decrease of
$3,521,000 or 6% from the previous fiscal year net sales of $54,915,000.  As a
percentage of total net sales, sales to customers in the medical electronics,
imaging, telecom and other market were as follows (in thousands):

Markets                                    Fiscal Years Ended March 31,
                                            2004                 2003
                                            ----                 ----
Medical Electronics                  $ 18,024    35%      $ 19,541   36%
Imaging                                17,540    34%        20,012   36%
Telecom                                11,541    23%        10,596   19%
Others                                  4,289     8%         4,766    9%
                                       ------   ---         ------  ---
    Net Sales                        $ 51,394   100%      $ 54,915  100%

Overall demand for our products in fiscal 2004 was lower compared to fiscal
2003.  However, sales in our telecom market showed a modest improvement over
the prior year primarily as a result of the economic upturn in the
semiconductor industry in the second half of fiscal 2004.  Sales to our telecom
market increased 9% compared to the prior fiscal year, primarily from our
legacy ISDN products and to a lesser extent from our optical-to-optical
switcher arrays.  Sales to the medical electronics market dropped 8% compared
to prior fiscal year due to a delay in production of certain newer high-end
platforms utilizing our chip scale package products.  The 12% decrease in sales
to our imaging market reflected softness in the consumer usage of EL
backlights.  However, we believe that there will be a recovery in our sales
in this market in the coming fiscal year due to new design-wins in new
applications such as keypads, remote controls, and at certain watch
manufacturers.  The rest of the markets we served remained stable in fiscal
2004 and are likely to experience a moderate sales growth in fiscal 2005 as
improvements in global semiconductor economy continue.

In fiscal 2004, we derived approximately 43% of our net sales from customers
outside the United States, primarily in Asia and Europe, compared to 39% in
fiscal 2003.  Dollar sales to international customers also increased
approximately 5% from $21,174,000 to $22,322,000 for the fiscal year ended
March 31, 2003 and 2004 respectively.  These percentages have been adjusted to
reflect a change in our aggregation of geographic sales information.  Sales are
now attributed to geographic area based on delivery location.  The increase in
the percentage of international sales is attributed to increase in shipments to
delivery locations in Asia excluding Japan while sales in the United States
declined.  We believe that part of this shift reflects changes in our
customers' manufacturing trends with more customers increasing their production
operations in Asia.  Additional discussion regarding our sales based on
geographic area can be found in Note 8 of the "Notes to Consolidated Financial
Statements."

Gross Margin

Gross profit represents net sales less cost of sales.  Our cost of sales
includes the cost of wafer fabrication, 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 fiscal year 2004 was $20,456,000 compared
to $20,812,000 in fiscal year 2003.

Gross profit in fiscal 2004 includes a benefit of $820,000 which represents
the release of provision for inventory previously written down and sold during
the year compared to $79,000 in fiscal 2003.

Our gross profit as a percentage of net sales fluctuates, depending on product
mix, manufacturing yields, utilization of manufacturing capacity, and average
selling prices, among other factors.  Our gross margin was 40% for fiscal 2004
compared to 38% in the prior fiscal year. The gross margin improvement was
primarily due to rigorous cost reduction measures and lower depreciation
expenses.  In fiscal 2004, we successfully qualified our in-house ion
implantation process that resulted in reductions in our outside service costs
and favorably impacted our gross profit.  Depreciation expense in fiscal 2004
was lower than fiscal 2003 due to declining capital spending in the last few
years, thereby reducing the depreciable cost.  We have completed the upgrades
to our fab and test operations, which we started in fiscal 2002.

Research and Development  Research and development (R&D) expenses include
payroll and benefits, processing costs, and depreciation.   We also expense
prototype wafers and mask sets related to new products as R&D expenses until
new products are released to production.  R&D expenses were 19% and 17% of net
sales in fiscal 2004 and 2003, respectively.  Dollar expenditures for research
and development were $9,570,000 and $9,338,000 for fiscal 2004 and 2003,
respectively.  The net increase of $232,000 in R&D expense for the current year
was primarily due to an increase in costs related to new process and new
product development offset by a reduction in payroll, software licensing costs
and lower depreciation expenses.  We plan to continue this level of R&D
investments as a percent of net sales.

Selling, General and Administrative (SG&A) SG&A expenses consist primarily of
employee related expenses, commissions to sales representatives, occupancy
expenses including expenses associated with our regional sales offices, cost of
advertising and publications, and outside services such as legal, auditing and
tax services.  SG&A expenses were 19% and 16% of net sales in fiscal 2004 and
2003, respectively.  In absolute dollars, SG&A expenses were $9,760,000 in
fiscal 2004 compared to $8,722,000 for fiscal 2003.  This $1,038,000 or 12%
increase in SG&A was attributed to an increase in payroll and benefits expenses
of $611,000, an increase in legal expenses of $291,000, an increase in
occupancy cost of $122,000, an increase in bad debt expenses of $74,000, an
increase in travel and entertainment expenses of $67,000, offset by a reduction
in advertising and publication charges of $126,000.  The increase in payroll
and benefits expenses was attributed to the increase in compensation expense
resulting primarily from the increase in valuation of plan assets for the
Company's Supplemental Employee Retirement Plan of $426,000 as well as an
increase in headcount in our sales and marketing group. We have expanded our
sales efforts in the Far East, which also caused an increase in travel and
entertainment expenses during fiscal 2004.  The increase in legal expenses
year-over-year is due to a benefit from a reversal of a provision for legal
expenses in fiscal 2003 following the favorable resolution of a claim initiated
by a customer.  This reversal resulted in a benefit of $224,000 realized in
fiscal year 2003.  The increase in occupancy costs is attributed to an increase
in facilities maintenance costs.  Bad debt expenses in the prior year were
favorably impacted by the collection of previously reserved accounts receivable
of $298,000.  The reduction in advertising expenses in fiscal 2004 was due to
cost control measures.

Interest Income and Other Income, Net

Interest income and other income, net for fiscal year 2004 was $2,004,000
compared to $1,446,000 in fiscal 2003.

Interest Income  Interest income, which consists primarily of interest income
from our cash, cash equivalents and short-term investments, was $1,164,000 in
fiscal 2004 compared to $916,000 in fiscal 2003.  The moderate increase in
interest income in fiscal 2004 is due to larger average cash, cash equivalent
and short-term investment balance in the current periods compared to the same
periods of the prior fiscal year.

Other Income, Net   Other income, net of $840,000 for fiscal 2004 consisted
primarily of an increase in fair market value of investments held by the
Company's Supplemental Employee Retirement Plan of $738,000, and licensing
income of $150,000.  For the comparable period in fiscal 2003, other income,
net, of $530,000 consisted of a gain on sale of a long-term investment of
$1,092,000, and an increase in the fair market value of investments held in the
Company's Supplemental Employee Retirement Plan of $79,000, licensing income of
$150,000, offset by a loss from disposal of equipment of $60,000 and an
impairment charge of $750,000 due to the uncertainty surrounding the
recoverability of another long-term investment.

Provision for Income Taxes  The provision for income taxes for fiscal 2004 is
31% of income before provision for income taxes compared to 32% in fiscal 2003.
The Company reduced its effective tax rate due to a higher proportion of its
earnings attributed to its foreign-based subsidiary, which is in a lower tax
jurisdiction.

Fiscal 2003 vs. Fiscal 2002

Net Sales  We had net sales of $54,915,000 in fiscal 2003, a decrease of 2%
from the previous fiscal year net sales of $56,195,000.  Overall semiconductor
industry conditions were very weak during fiscal year 2003, as were conditions
in all of the markets that we serve, except the imaging market in which we
increased our market share.  In fiscal 2003, sales of our telecommunications
products continued to be adversely affected by the telecommunications
industry's lackluster infrastructure spending which reduced demand for our
customers' products.  This was offset in part by increased revenues for our
products in the imaging market.

                Markets               Fiscal Years Ended March 31,
                                      2003                   2002
                                      ----                   ----
            Medical Electronics  $ 19,541   36%        $ 21,835   39%
            Imaging                20,012   36%          16,134   29%
            Telecom                10,596   19%          12,378   22%
            Others                  4,766    9%           5,848   10%
                                   ------  ---           ------  ---
            Net Sales            $ 54,915  100%        $ 56,195  100%


The increase in sales in the imaging market is primarily due to the sales
increase in the backlighting inverter ICs, which gained market share in the
phone applications market.  Sales to rest of the markets declined primarily due
to the adverse impact of the continuing downturn in the global semiconductor
industry.

In fiscal 2003, we derived approximately 33% of our net sales from customers
outside the United States, primarily in Asia and Europe, compared to 31% in
fiscal 2002.  Dollar sales to international customers also increased
approximately 7% from $17,186,000 to $18,403,000.

In fiscal year 2004, we changed our aggregation of geographic sales
information.  Sales are now attributed to geographic area based on delivery
location, whereas, in prior years, sales were attributed by sales territory.
A sales territory is a designation for an area covered by a sales team.  Under
this new method, sales to customers outside the United States for fiscal 2003
were $21,174,000 or 39 % of total sales compared to $17,998,000 or 32% of net
sales in fiscal year 2002.  Additional discussion regarding our sales based on
geographic area can be found in Note 8 of the "Notes to Consolidated Financial
Statements."

Gross Margin  Our gross margin as a percentage of net sales for fiscal 2003 was
approximately 38% compared to 40% for fiscal year 2002.   The 2% drop in margin
was the result of a slightly less favorable product sales mix, a charge for the
write-down of inventory, and continued low plant capacity utilization,
partially offset by continued cost control.

Research and Development  Research and development (R&D) expenses, which
include payroll and benefits, processing costs and process transfer costs, were
17% and 20% of net sales in fiscal 2003 and 2002, respectively.  Dollar
expenditures for research and development were $9,338,000 and $11,279,000 for
fiscal 2003 and 2002, respectively.  The net decrease of $1,941,000 in R&D
expense for fiscal 2003 was primarily attributed to a reduction in prototype
processing costs of $1,300,000 as several new products were transferred to
production status, reduction in software expenses of $411,000, reduction in
mask tooling expenses of $230,000 and reduction in rent expenses of $310,000,
offset by an increase in payroll and benefit expenses of $410,000 due to
additional headcount.

Selling, General and Administrative Selling, general and administrative
expenses (SG&A), which include commissions, payroll and benefits, were 16% and
14% of net sales in fiscal 2003 and 2002, respectively.  In fiscal 2003, the
selling, general and administrative expenses were $8,722,000 compared to
$7,939,000 for fiscal 2002.   The net increase of $783,000 was attributed to an
increase of $459,000 in payroll and benefits due to additional headcount, an
increase in advertising spending of $189,000, and an increase in commissions of
$122,000 due to increased commissionable sales.  In addition, SG&A expenses for
the fiscal year 2003 were partially offset by benefits from the collection of
previously reserved accounts receivable of $298,000 as compared with SG&A
expenses for fiscal 2002 which were partially offset by benefits from the
collection of previously reserved accounts receivable of approximately
$721,000.  SG&A expenses were favorably impacted by the reversal of a provision
for legal expenses in fiscal 2003 of $224,000 following the favorable
settlement of a claim initiated by a customer in fiscal 2002 related to a
product returned.

Interest Income  Interest income, which consists primarily of interest income
from our cash, cash equivalents and short-term investments, was $916,000 in
fiscal 2003 compared to $1,538,000 in fiscal 2002.  The decline in interest
income in fiscal 2003 was mostly due to lower yields on cash deposit accounts
as compared to the prior year.

Other Income, Net  Other income, net of $530,000 for fiscal 2003 consists
primarily of a gain on the sale of a long-term investment of $1,092,000, gain
from investment in short term securities of $79,000, and licensing income of
$150,000, offset by a loss from disposal of equipment of $60,000, sublease
expenses net of sublease income of $36,000, and an impairment charge of
$750,000 due to the uncertainty surrounding the recoverability of an
investment.  In fiscal 2002, other income and expense, net of $1,037,000
consisted primarily of a gain on sale of long-term investments of $453,000,
licensing income realized of $150,000, fees charged to customers for returning
products of $160,000, and sublease income net of sublease expenses of $205,000.

Provision for Income Taxes  Provision for income taxes for fiscal 2003 is 32%
of income before provision for income taxes compared to 34% in fiscal 2002. The
reduction of the effective tax rate was primarily due to a change in geographic
mix of income.


Financial Condition

Overview

As of March 31, 2004, the Company's working capital was $87,005,000, an
increase of $8,954,000 over March 31, 2003.  Working capital is defined as
current assets less current liabilities.  The increase in working capital was
mostly the result of cash generated by operations.  Cash, cash equivalents and
short-term investment balance as of March 31, 2004 was $76,124,000, compared
with $64,876,000 on March 31, 2003, and $52,492,000 on March 31, 2002.

Liquidity and Capital Resources

Our cash and cash equivalents increased $10,186,000 during fiscal 2004 to
$71,117,000 from $60,931,000 at March 31, 2003. The increase in cash and cash
equivalents during fiscal 2004 is due to cash flows from operating activities
of $9,617,000 and cash flows from financing activities of $2,559,000, offset by
cash used in investing activities of $1,990,000.  Current ratio, calculated as
total current assets divided by total current liabilities, improved to 6.8 at
March 31, 2004, compared to 5.8 at March 31, 2003.  Quick ratio, calculated as
total current assets net of inventories divided by total current liabilities
also improved to 6.0 at March 31, 2004, compared to 4.9 at March 31, 2003.

Our operating activities generated cash of $9,617,000, $6,999,000 and
$10,525,000 for fiscal 2004, 2003, and 2002, respectively.  Net operating cash
flows for fiscal 2004 was impacted by non-cash charges for depreciation, non-
cash charges for provisions relating to inventory, doubtful accounts and sales
returns and an increase in fair market value of short-term investments
categorized as trading securities. The increase in short-term investments
categorized as trading securities, which consists entirely of assets held in
the Supplementat Employee Retirement Plan (SERP), included contributions from
employees net of withdrawals.

Trade accounts receivable, net decreased 24% or $2,467,000 to $7,667,000 at
March 31, 2004 from $10,134,000 at March 31, 2003, due primarily to lower
sales.  The average days of accounts receivable outstanding ("DSO") improved to
55 days at the end of the fourth quarter of fiscal 2004 as compared to 63 days
at the end of the comparable period in fiscal 2003.  "DSO" is calculated by
multiplying the ratio of net trade accounts receivable to net sales at the end
of each quarter to the total number of days within that period.  DSO for fiscal
2004 was favorably impacted by our collection performance and payment terms
offered.  We made improvements in our collection performance during fiscal year
2004.  Should we need to offer longer payment terms in the future due to
competitive pressures, this could negatively affect our DSO.

Inventories decreased 14% or $1,976,000 to $12,606,000 at March 31, 2004 from
$14,582,000 at March 31, 2003. Average days of sales in inventory remained the
same at 101 days at both fiscal years in comparison.  Inventories consist of
raw wafers and certain piece parts for assembly operations, work-in-process,
and finished units.  We are continuing to take measures to reduce manufacturing
cycle times and improve production planning efficiency.  However, increased
process complexity and the strategic need to offer competitive lead times may
result in an increase in inventory levels in the future.

Net cash used in investing activities in fiscal 2004 was $1,990,000 compared to
cash provided by investing activities of $317,000 in fiscal 2003.  Net cash
used in investing activities for fiscal 2004 consisted of equipment purchases
of $2,010,000, purchase of short-term investments categorized as available for
sale of $5,025,000, offset by proceeds from sale of short-term investments of
the same amount and proceeds from disposal of property and equipment of
$20,000.  For fiscal 2003, cash was provided by sales of long-term investments
categorized as available for sale of $1,696,000, primarily offset by equipment
purchases of $1,389,000.

Our financing activities consisted primarily of proceeds from employee and
consultant exercises of stock options under our option plans and employee
purchases of stock under our ESPP of $2,559,000 in fiscal 2004, compared to
$1,152,000 in fiscal 2003.

We expect to spend approximately $2,450,000 for capital acquisitions during
fiscal 2005. We believe that our existing balance of cash, cash equivalents and
short-term investments, together with our cash flow from operations, will be
sufficient to meet our liquidity and capital requirements through the end of
fiscal 2005.

We have agreed to defend certain customers, distributors, suppliers, and
subcontractors against certain claims which third parties may assert that our
products allegedly infringe certain of their intellectual property rights,
including patents, trademarks, trade secrets, or copyrights.  We have also
agreed to pay certain amounts of any resulting damage awards and we have 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 our potential liability for indemnification relating to
intellectual property infringement claims.  We cannot estimate the amount of
potential future payments, if any, that we might be required to make as a
result of these agreements.  To date, we have not paid any damage award or been
required to defend any claim related to our indemnification obligations, and
accordingly, we have not accrued any amounts for our indemnification
obligations.  However, there can be no assurances that we will not have any
financial exposure under those indemnification obligations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have, or are reasonably
likely to have, a current or future effect upon our financial condition,
revenues, expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to our investors.

Contractual Obligations

The following table summarizes our significant contractual cash obligations at
March 31, 2004, 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    2-3       4-5      After
-----------------------     -----      1 Year     Years     Years    5 Years
                                       ------     -----     -----    -------
Operating lease
   obligations (1)         $ 6,737    $ 1,014   $ 2,021   $ 1,737    $ 1,965
Purchase obligations (2)     2,322      2,322        --       --        --
                           -------    -------   -------   -------    -------
Total Contractual
Cash Obligations           $ 9,059    $ 3,336   $ 2,021   $ 1,737    $ 1,965
                           =======    =======   =======   =======    =======

(1) We lease facilities under non-cancelable lease agreements expiring at
    various times through April, 2011.  Rental expense net of sublease for
    fiscal 2004 amounted to $856,000.
(2) To obtain favorable pricing and resource commitment, we commit to volume
    purchase to suppliers of our manufacturing materials.

Recent Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46, Consolidation of Variable Interest Entities ("FIN 46"),
which addresses consolidation by business enterprises of variable interest
entities, or VIEs, either: (1) that do not have sufficient equity investment at
risk to permit the entity to finance its activities without additional
subordinated financial support, or (2) in which the equity investors lack an
essential characteristic of a controlling financial interest.  In December
2003, the FASB completed deliberations of proposed modifications to FIN 46, or
FIN 46(R), resulting in an effective date of no later than the first interim or
annual period ending after March 15, 2004. The Company's adoption of FIN 46(R)
had no effect on the Company's results of operations or financial position.

In November 2003, the Emerging Issues Task Force ("EITF") reached a consensus
on Issue No. 03-01 The Meaning of Other-Than-Temporary Impairment and its
Application to Certain Investments ("EITF 03-01). EITF 03-01 establishes
additional disclosure requirements for each category of FAS 115 investments in
a loss position. Effective for years ending after December 15, 2003, companies
must disclose the aggregate amount of unrealized losses, and the aggregate
related fair value of their investments with unrealized losses. Those
investments are required to be segregated by those in a loss position for less
than twelve months and those in a loss position for greater than twelve months.
Additionally, certain qualitative disclosures should be made to clarify a
circumstance whereby an investment's fair value that is below cost is not
considered other-than-temporary. The provisions of this consensus do not have
any material effect on the Company's results of operations or financial
position.

On December 17, 2003, the Securities and Exchange Commission (the "SEC") issued
SAB No. 104, Revenue Recognition ("SAB 104"), which supersedes SAB No. 101,
Revenue Recognition in Financial Statements ("SAB 101").  SAB 104's primary
purpose is to rescind accounting guidance contained in SAB 101 related to
multiple element revenue arrangements, superceded as a result of the issuance
of EITF 00-21, Accounting for Revenue Arrangements with Multiple Deliverables
("EITF 00-21"). Additionally, SAB 104 rescinds the SEC's Revenue Recognition in
Financial Statements Frequently Asked Questions and Answers (the "FAQ") issued
with SAB 101 that had been codified in SEC Topic 13, Revenue Recognition.
Selected portions of the FAQ have been incorporated into SAB 104. While the
wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the
revenue recognition principles of SAB 101 remain largely unchanged by the
issuance of SAB 104. EITF 00-21 was effective for revenue arrangements entered
into in fiscal periods beginning after June 15, 2003. The provisions of SAB 104
had no effect on the Company's results of operations or financial position.

Item 7A.  Quantitative and Qualitative Disclosures About Market 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 the Company's fixed rate securities may be
adversely impacted if interest rates rise, however, we believe the impact would
be minimal since the investment maturities of these securities are short.

Item 8.  Financial Statements and Supplementary Data

The Financial Statements and Financial Statement Schedule are listed in Item 15
of this report.  The selected historical financial data for each fiscal quarter
for the two-year period ended March 31, 2004 have been derived from our audited
financial statements. Such information is contained in and should be read in
conjunction with our audited financial statements and accompanying notes
included in this Form 10-K. With the exception of the quarter ending March 31,
2004, which consisted of 14 weeks, each of the quarters presented in the
following page consisted of 13 weeks.


<TABLE>

<CAPTION>

<S>	                      <C>     <C>     <C>      <C>      <C>      <C>      <C>      <C>

                                                     Quarters Ended
                         Mar 31,  Dec 31,  Sep 30,  Jun 30,  Mar 31,  Dec 31,  Sep 30,  Jun 30,
                          2004     2003     2003     2003     2003     2002     2002     2002
                          ----     ----     ----     ----     ----     ----     ----     ----
                                        (in thousands, except per share amounts)
(Unaudited)
Statement of Income Data:
Net sales               $13,590  $13,010  $12,315  $12,479  $14,530  $13,888  $13,220  $13,277
Costs of sales            8,423    7,703    7,523    7,289    8,494    8,658    8,102    8,849
Gross profit              5,167    5,307    4,792    5,190    6,036    5,230    5,118    4,428
Income (loss) from
   operations              (96)      339      313      570    1,354      700      423      275
Income before provision
   for income taxes         421      938      647    1,124    1,614      978    1,080      526
Net income               $  290   $  647   $  447   $  776  $ 1,098  $   697  $   713  $   347
Net income per share
  Basic................. $ 0.02   $ 0.05   $ 0.04   $ 0.06  $ 0.09   $ 0.06   $  0.06  $  0.03
  Diluted............... $ 0.02   $ 0.05   $ 0.03   $ 0.06  $ 0.09   $ 0.05   $  0.06  $  0.03

</TABLE>

Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.

Item 9A.  Controls and Procedures

(a)  Evaluation of disclosure controls and procedures

The term "disclosure controls and procedures" refers to the controls and other
procedures of a company that are designed to ensure that information required
to be disclosed by a company in the reports that it files under the Securities
Exchange Act of 1934 ("Exchange Act") is recorded, processed, summarized and
reported within required time periods.

The Company's principal executive and financial officer has evaluated the
Company's disclosure controls and procedures (as defined in Exchange Act Rules
13a-14(c) and 15d-14(c)) as of end of our fiscal year 2004 ("Evaluation Date")
and has determined that, as of the Evaluation Date, such controls and
procedures are reasonable taking into account the totality of the
circumstances.

(b)  Changes in internal controls

There were no significant changes in the Company's internal controls over
financial reporting that occurred during our fourth quarter of fiscal 2004 that
have materially affected, or are reasonably likely to materially affect, such
control.


                                PART III

Certain information required by Part III is incorporated by reference from the
Company's definitive Proxy Statement to be filed with the Securities and
Exchange Commission in connection with the solicitation of proxies for the
Company's 2004 Annual Meeting of Stockholders to be held on August 20, 2004
(the "Proxy Statement").

Item 10.  Directors and Executive Officers of the Registrant

Information regarding our directors is set forth under "Election of Directors"
in the Proxy Statement and is incorporated by reference.   The information
required by Item 405 of Regulation S-K with respect to disclosure of any known
late filings or failure by an insider to file a report required by Section
16(a) of the Exchange Act is incorporated herein by reference from the
information contained in the section entitled "Compliance with Section 16(a) of
the Exchange Act" in the 2004 Proxy Statement.  The required information
regarding executive officers is included in Part I hereof under caption
"Executive Officers of the Company."

The Company has adopted a Code of Business Conduct and Ethics that applies to
all of our employees, agents, contractors, and Board of Directors, including
our principal executive officer and financial officer and controller. A copy of
the Code of Business Conduct and Ethics is accessible, free of charge, at our
Internet website (www.supertex.com).  Printed copy is also available on
request. Requests should be directed in writing to Supertex, Inc., 1235
Bordeaux Drive, Sunnyvale, CA 94089, Attention: Investors Relations.
Information on our website is not part of this report.

Disclosure of whether or not we have a financial expert serving on the audit
committee of our Board of Directors, and if so who that individual is, such
information is contained in the 2004 Proxy Statement under the caption "Audit
Committee Financial Expert" and is incorporated herein by reference.

Item 11.  Executive Compensation

Information regarding the Company's remuneration of its officers and directors
is set forth under "Compensation of Directors" and "Compensation of Executive
Officers" in the 2004 Proxy Statement and is incorporated by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

Information regarding the security ownership of certain beneficial owners and
management is set forth under "Security Ownership of Certain Beneficial Owners
and Management" in the 2004 Proxy Statement and is incorporated by reference.

Item 13.  Certain Relationships and Related Transactions

The Company leased a portion of a building, consisting of approximately 5,600
sq. ft at 1225 Bordeaux Drive, Sunnyvale, California under an operating lease
from Fortuna Realty Co, a corporation owned by a former Supertex Director,
Yunni Pao.  The lease will expire on April 1, 2007, which coincides with our
sublease agreement with Reaction Technology, our epitaxial deposition service
provider at essentially the same cost.  Previously we leased the entire
building, consisting of approximately 20,000 sq.ft.  The total rental expenses
paid to Fortuna Realty Co. were $125,000, $130,000, and $457,000 in fiscal
years 2004, 2003 and 2002, respectively.  We believe that the lease with
Fortuna Realty Co. was and is at prevailing market rates.

Mr. Richard Siegel, the Executive Vice President of the Company, is a member of
the Board of Directors for All American Semiconductor.  All American
Semiconductor is a national distributor of electronic components manufactured
by others and is a major distributor for Supertex.  Sales to this distributor
for fiscal years 2004, 2003, and 2002 were $2,510,000, $3,120,000, and
$2,109,000, respectively.  The accounts receivable due from All American
Semiconductor at March 31, 2004 and March 31, 2003 were $481,000 and $682,000,
respectively.  Supertex has no long-term distributorship agreement with All
American Semiconductor, instead operating on the basis of purchase orders and
sales order acknowledgement.

Item 14.  Principal Accounting Fees and Services

Information required by this Item regarding accounting fees and services set
forth under the caption "Ratification of Appointment of Independent
Accountants"  in the 2004 Proxy Statement is incorporated herein by reference.

                                    PART IV

Item 15.   Exhibits, Financial Statement Schedule, and Reports on Form 8-K

(a) The following documents are filed as part of this form:           Page No.

1. Report of Independent Registered Public Accounting Firm............  29
2. Consolidated Financial Statements:
         Consolidated Balance Sheets at March 31, 2004 and 2003.......  30
         For the three years ended March 31, 2004, 2003, and 2002:
         Consolidated Statements of Income............................  31
         Consolidated Statements of Shareholders' Equity..............  32
         Consolidated Statements of Cash Flows........................  33
   Notes to Consolidated Financial Statements.........................  34
3. Financial Statement Schedule.  The following Financial
   Statement Schedule of Supertex, Inc., is filed as part of this
   report and should be read in conjunction with the Consolidated
   Financial Statements of Supertex.
         Schedule for fiscal years ended March 31, 2004, 2003, and 2002:
         Schedule II Valuation and Qualifying Accounts................  47

All other schedules have been omitted since the required information is not
present or it is not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements, including notes thereto.

4. Exhibits.

    Exhibit    Exhibit Description
    -------    -------------------
    2.1(1)    Agreement for purchases and sale of assets by and between
              Supertex, Inc. and Orbit Semiconductor dated January 16, 1999.

    3.1(2)    Restated Articles of Incorporation of Registrant filed May 21,
              1980.

    3.2(2)    Certificate of Amendment of Articles of Incorporation filed April
              16, 1981.

    3.3(2)    Certificate of Amendment of Articles of Incorporation filed
              September 30, 1983.

    3.4(5)    Bylaws of Registrant, as amended.

    10        Deferred Compensation Plan (Supplemental Employee Retirement
              Plan), which became effective January 1, 1996.

    10.2      Lease Assignment agreement for 71 Vista Montana, San Jose,
              California, dated February 1, 1999 among Orbit Semiconductor, as
              assignor, Sobrato Development Companies #871, as landlord, and
              Supertex, Inc., as assignee.

    10.6(4)   1991 Stock Option Plan which became effective, with form of
              stock option agreement.

    10.6a(5)  1991 Stock Option Plan, as amended as of August 4, 1995, with
              form of stock option agreement.

    10.6b(6)  1991 Stock Option Plan, as amended as of August 6, 1999, with
              form of stock option agreement.

    10.6c(7)  2000 Employee Stock Purchase Plan.

    10.6d(8)  2001 Stock Option Plan, which became effective, with form of
              stock option agreement.

    10.7(2)   Profit Sharing Plan.

    10.21(3)  Certificate of Amendment of Articles of Incorporation filed
              October 14, 1988.

    23.1      Consent of PricewaterhouseCoopers LLP, Independent Registered
              Public Accounting Firm.

    24.1      Power of Attorney (See signature page).

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

    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.

    (1)       Incorporated by reference to the exhibit of the same number filed
              with current report on form 8-K dated January 19, 1999.

    (2)       Incorporated by reference to exhibit of same number of
              Registrant's Registration Statement on Form S-1
              (File No. 2-86898), which became effective December 6, 1983.

    (3)       Incorporated by reference to exhibit filed with Quarterly Report
              on Form 10-Q for period ended October 1, 1988.

    (4)       Incorporated by reference to exhibit filed with Annual Report on
              Form 10-K for year ended March 31, 1991.

    (5)       Incorporated by reference to exhibit included in Registrant's
              Registration Statement on Form S-8 (File No. 33-43691) which
              became effective September 1, 1995.

    (6)       Incorporated by reference to exhibit included in Registrant's
              Registration Statement on Form S-8 (File No. 33-43691) which
              became effective September 29, 1999.

    (7)       Incorporated by reference to exhibit included in Registrant's
              Registration Statement on Form S-8 (File No. 333-47606) which
              became effective October 6, 2000.

    (8)       Incorporated by reference to Appendix B of the Registrants
              amended Proxy Statement filed on August 7, 2001
              (File No. 000-12718). Corresponding Registration Statement on
              Form S-8 (File No. 333-69594) became effective on September 18,
              2001.


(b) Reports on Form 8-K

On January 15, 2004, the Company filed a Report on Form 8-K, dated January 12,
2004, furnishing under Item 12, a January 12, 2004 press release announcing the
third fiscal quarter results. (Such press release is not incorporated by
reference herein or deemed "filed" within the meaning of Section 18 of the
Securities Act.)



                                SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                                 SUPERTEX, INC
Dated:  June 16, 2004                            /s/ Henry C. Pao
                                                 ----------------
                                                 Henry C. Pao, President,
                                                 Principal Financial and
                                                 Accounting Officer


                              POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Henry C. Pao, his attorney-in-fact, with the
power of substitution, for him in any and all capacities, to sign any
amendments to this report on Form 10-K, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said attorney-in-
fact, or his substitute or substitutes, may do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Signature                 Title                                   Date

/s/ Henry C. Pao          President, Principal Executive and      June 16, 2004
(Henry C.Pao)             Financial Officer and Director


/s/ Richard E. Siegel     Executive Vice President and Director   June 16, 2004
(Richard E. Siegel)


/s/ Benedict C. K. Choy   Senior Vice President and Director      June 16, 2004
(Benedict C. K. Choy)


/s/ W. Mark Loveless      Director                                June 16, 2004
(W. Mark Loveless)


/s/ Elliott Schlam        Director                                June 16, 2004
(Elliott Schlam)


/s/ Milton Feng           Director                                June 16, 2004
(Milton Feng)





        REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Shareholders and Board of Directors of Supertex, Inc.

In our opinion, the consolidated financial statements listed in the index
appearing under Item 15(a)(2) present fairly, in all material respects, the
financial position of Supertex, Inc. and its subsidiary at March 31, 2004 and
March 31, 2003, and the results of their operations and their cash flows for
each of the three years in the period ended March 31, 2004, in conformity with
accounting principles generally accepted in the United States of America.  In
addition, in our opinion, the financial statement schedule listed in the index
appearing under Item 15(a)(3) presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits. We conducted our audits of
these statements in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.


San Jose, California
June 16, 2004



		         UPERTEX, INC.
	           CONSOLIDATED BALANCE SHEETS
			 (in thousands)

                                                                 March 31,
                                                              2004        2003
                                                              ----        ----
ASSETS
Current Assets:
   Cash and cash equivalents.............................. $ 71,117    $ 60,931
   Short-term investments.................................    5,007       3,945
   Trade accounts receivable,
      net of allowances of $386 in 2004 and $615 in 2003..    7,667      10,134
   Inventories............................................   12,606      14,582
   Prepaid expenses and other current assets..............      642         575
   Deferred income taxes..................................    4,989       4,030
                                                           --------    --------
      Total current assets................................  102,028      94,197
Property, plant and equipment, net........................    9,731      12,104
Other assets..............................................       94          97
Deferred income taxes.....................................      944       2,273
                                                           --------    --------
TOTAL ASSETS.............................................. $112,797    $108,671
                                                           ========    ========


LIABILITIES
Current Liabilities:
   Trade accounts payable................................. $  2,354    $  3,572
   Accrued salaries and employee benefits.................    7,449       6,784
   Other accrued liabilities..............................      481         485
   Deferred revenue.......................................    3,254       2,001
   Income taxes payable...................................    1,485       3,304
                                                           --------    --------
       Total current liabilities..........................   15,023      16,146

Commitments and contingencies (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 12,889 shares
      and 12,658 shares at March 31, 2004 and 2003,
      respectively.......................................   32,134       29,045
   Retained earnings.....................................   65,640       63,480
                                                          --------     --------
   Total shareholders' equity............................   97,774       92,525
                                                          --------     --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY............... $112,797     $108,671
                                                          ========     ========

See accompanying Notes to Consolidated Financial Statements.



                                    SUPERTEX, INC.
                           CONSOLIDATED STATEMENTS OF INCOME
                        (in thousands, except per share amounts)


                                                   Fiscal Years Ended March 31,
                                                    2004        2003       2002

Net sales...................................... $ 51,394    $ 54,915   $ 56,195
Costs and expenses:
    Costs of sales.............................   30,938      34,103     33,700
    Research and development...................    9,570       9,338     11,279
    Selling, general and administrative........    9,760       8,722      7,939
                                                  ------      ------     ------
        Total costs and expenses...............   50,268      52,163     52,918
                                                  ------      ------     ------
Income from operations.........................    1,126       2,752      3,277
Other income:
    Interest income............................    1,164         916      1,538
    Other income, net..........................      840         530      1,037
                                                   -----       -----      -----
Income before provision for income taxes.......    3,130       4,198      5,852
Provision for income taxes.....................      970       1,343      1,990
                                                   -----       -----      -----
Net income..................................... $  2,160    $  2,855   $  3,862
                                                   =====       =====      =====

Net income per share:
    Basic...................................... $   0.17    $   0.23   $   0.31
                                                   =====       =====      =====
    Diluted.................................... $   0.17    $   0.22   $   0.30
                                                   =====       =====      =====
Shares used in per share computation:
    Basic......................................   12,758      12,598     12,443
                                                  ======      ======     ======
    Diluted....................................   13,051      12,757     12,748
                                                  ======      ======     ======
See accompanying Notes to Consolidated Financial Statements.


                                  SUPERTEX, INC.
                  CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                  (in thousands)

                                     Common    Stock    Retained  Shareholders'
                                     Shares    Amount   Earnings      Equity
                                     ------    ------   --------      ------

Balance, March 31, 2001 .........    12,394  $ 25,318   $ 57,041    $ 82,359
Stock options exercised..........       129     1,315         --       1,315
Issuance of shares under ESPP....        46       652         --         652
Stock repurchased................       (25)      (55)      (261)       (316)
Tax benefit from stock options...        --       224         --         224
Net income.......................        --       --       3,862          --
Total comprehensive income.......        --       --          --       3,862
                                     ---------------------------------------
Balance, March 31, 2002..........    12,544    27,454     60,642      88,096
Stock options exercised..........        88       829         --         829
Shares received in lieu of cash
   for exercise of options.......       (18)     (252)        --        (252)
Issuance of shares under ESPP....        46       575         --         575
Stock repurchased................        (2)      (12)       (17)        (29)
Tax benefit from stock options...        --       451         --         451
Net income.......................        --        --      2,855          --
Total comprehensive income.......        --        --         --       2,855
                                     ---------------------------------------
Balance, March 31, 2003..........    12,658    29,045     63,480      92,525
Stock options exercised..........       221     2,678         --       2,678
Shares received in lieu of cash
   for exercise of options.......       (40)     (733)        --        (733)
Issuance of shares under ESPP....        50       614         --         614
Tax benefit from stock options...        --       530         --         530
Net income.......................        --       --       2,160          --
Total comprehensive income.......        --       --          --       2,160
	                             ---------------------------------------
Blance, March 31, 2004...........    12,889  $ 32,134   $ 65,640    $ 97,774
                                     =======================================

See accompanying Notes to Consolidated Financial Statements.



                                   SUPERTEX, INC.
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (in thousands)
<TABLE>

<CAPTION>

<S>                                                           <C>       <C>       <C>
                  			                   Fiscal Year Ended March 31,
CASH FLOWS FROM OPERATING ACTIVITIES                         2004      2003      2002
                                                             ----      ----      ----
Net income                                                 $2,160    $2,855    $3,862
                                                           ------    ------     ------
Non-cash adjustments to net income:
    Depreciation and amortization                           4,363     5,542     4,411
    Provision for doubtful accounts and sales returns       1,632     1,989     1,732
    Provision for excess and obsolete inventories           1,044     1,493      (933)
    Gain on sale of long-term investments                      --    (1,092)     (453)
    Gain on disposal of assets                                 --        60       (45)
    Impairment of long-term investment                         --       750        --
    Tax benefit from exercise of stock options                530       451       224
    Deferred income taxes                                     370       (25)    1,108
    Changes in operating assets and liabilities:
        Short-term investments, categorized as trading     (1,062)   (3,945)       --
        Trade accounts receivable                             835    (2,687)    2,368
        Inventories                                           932       419    (1,173)
        Prepaid expenses and other assets                     (64)      327       476
        Trade accounts payable and accrued expenses          (557)   (2,148)   (1,488)
        Deferred revenue                                    1,253       272       467
        Income taxes payable                               (1,819)    2,738       (31)
                                                          -------   -------   -------
    Total adjustments to net income                         7,457     4,144     6,663
                                                          -------   -------   -------
    Net cash provided by operating activities               9,617     6,999    10,525
                                                          -------   -------   -------
CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property, plant and equipment                 (2,010)   (1,389)   (5,515)
Proceeds from disposal of property and equipment               20        10       295
Sales of short-term investments, categorized as
    available for sale                                      5,025        --        --
Sales of long-term investments, categorized as
    available for sale                                         --     1,696     1,254
Purchases of short-term investments, categorized as
    available for sale                                     (5,025)       --        --
                                                          -------   -------   -------
    Net cash provided by (used in) investing activities    (1,990)      317    (3,966)
                                                          -------   -------   -------
CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from exercise of stock options and employee
    stock purchase plan                                     2,559     1,152     1,967
Stock Repurchased                                              --       (29)     (316)
                                                          -------   -------   -------
    Net cash provided by financing activities               2,559     1,123     1,651
                                                          -------   -------   -------
NET INCREASE IN CASH AND CASH EQUIVALENTS                  10,186     8,439     8,210

CASH AND CASH EQUIVALENTS:
    Beginning of period                                    60,931    52,492    44,282
                                                          -------   -------   -------
    End of period                                        $ 71,117  $ 60,931  $ 52,492
                                                         ========  ========  ========
Supplemental cash flow disclosures:
Income taxes paid, net of refunds                        $  1,889  $      9  $    833

See accompanying Notes to Consolidated Financial Statements.

</TABLE>




                              SUPERTEX, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Supertex designs, develops, manufactures, and markets high voltage analog and
mixed signal integrated circuits utilizing high voltage DMOS, HVCMOS and
HVBiCMOS analog and mixed signal technologies.  The Company supplies standard
and custom interface products primarily for the use in the telecommunications,
imaging, and medical electronics markets.  The Company also provides wafer
foundry services for the manufacture of integrated circuits for customers using
customer-owned designs and mask toolings.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary.  All significant intercompany accounts and
transactions have been eliminated.

Fiscal Period

The Company uses a 52-53 week fiscal year ending the Saturday nearest March 31.
For presentation purposes, the Company's fiscal years in the accompanying
consolidated financial statements have been shown ending on March 31.  Fiscal
year 2004 comprises 53 weeks, fiscal year 2003 comprises 52 weeks, and fiscal
year 2002 comprises 52 weeks.

Use of Estimates in Preparation of the Financial Statements

The preparation of financial statements in conformity with generally accepted
accounting principles 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
and the reported amounts of sales and expenses during the reporting period.
Significant estimates in these financial statements include provision for sales
returns and allowances, allowance for doubtful accounts, estimates for useful
lives associated with long lived assets, asset impairments, net realizable
value of inventories, certain accrued liabilities and provision for income
taxes and tax valuation allowance.  Actual results could differ from those
estimates.

Certain Risks and Uncertainties

The Company's business is concentrated in the high voltage semiconductor
component industry, which is rapidly changing, highly competitive and subject
to competitive pricing pressures.  The Company's operating results may
experience substantial period-to-period fluctuations due to these factors,
including the cyclical nature of the semiconductor industry, the changes in
customer requirements, the timely introduction of new products, the Company's
ability to implement new capabilities or technologies, its ability to
manufacture efficiently, its reliance on subcontractors and vendors, and the
general economic conditions.

Cash and Cash Equivalents

Investments with an original or remaining maturity of 90 days or less, as of
the date of purchase, are considered cash equivalents, and consist of highly
liquid money market instruments, demand notes and income tax exempt municipal
bonds. The Company maintains cash balances at a variety of financial
institutions and have not experienced any material losses relating to such
balances.  The Company invests its excess cash in fixed income and money market
products with maturities of no longer than twelve months.

Financial Instruments

At March 31, 2004 and March 31, 2003, short-term investments categorized as
available for sale consisted entirely of cash equivalents and are presented
within cash and cash equivalents on the consolidated balance sheets.  Short-
term investments categorized as trading consisted entirely of investments held
by the Company's Supplemental Employee Retirement Plan (SERP) and are
presented as short-term investments on the consolidated balance sheets.  The
Company's SERP had investments in equity securities that were not publicly
traded during fiscal year 2003.  Such Securities were liquidated later in
fiscal 2003 and all of the assets of the Company's SERP Plan were invested
in highly liquid trading securities and are classified as short-term
investments on the consolidated balance sheet at March 31, 2004 and March 31,
2003.

Realized and unrealized gains or losses are determined on the specific
identification method and are reflected in other income, net.  At March 31,
2004, the realized gain associated with trading securities held at the balance
sheet date was $738,000 and is included within other income, net.  This amount
was offset by compensation expense recognized in the same amount and included
in operating expenses.  Unrealized gains and losses associated with available
for sales securities was nil at March 31, 2004.

Investments in equity securities that are not traded on public markets are
accounted for under the cost method of accounting.  The Company periodically
evaluates the carrying value of such equity investments and when a decline in
the value is other than temporary, the securities are reduced to their fair
value.  An impairment charge of $750,000 was taken in the second quarter of
fiscal 2003 due to the uncertainty surrounding the recoverability of an
investment in a start-up company.  The carrying value of the Company's
investments in equity securities that are not traded on public markets is nil
at March 31, 2004 and March 31, 2003.

Accounts Receivable

An allowance for doubtful accounts is calculated based on a percentage applied
to outstanding accounts receivable, specific doubtful account identification,
and management judgment.  The Company writes off accounts receivable against
the allowance when it determines a balance is uncollectible and no longer
actively pursues collection of the receivable.

Concentration of credit risk and foreign operations

Financial instruments, which potentially subject the Company to concentrations
of credit risk consist principally of cash and cash equivalents and accounts
receivable.  The Company's accounts receivable are derived from sales and
earned from customers located in the U.S. and certain foreign countries and
regions, including Europe, Asia and Japan.  Sales to foreign customers for the
years ended March 31, 2004, 2003, and 2002 all of which were denominated in
U.S. dollars, accounted for 43%, 39%, and 32%, of net sales, respectively.
Reporting of sales by geographic area was changed in fiscal year 2004.  Sales
by geographic area are now attributed to countries based on delivery locations.
The Company performs ongoing credit evaluations of its customers' financial
condition and requires no collateral from its customers.

The Company sells its semiconductor products in North America, Europe and the
Pacific Rim to numerous customers.  Allowances for potential credit losses are
maintained and such losses historically have not been material.

Foreign Currency Risk

With the Company's operations in Hong Kong, it faces exposure to an adverse
change in the exchange rate of the Hong Kong dollar.  The Company believes that
its exposure is relatively small thus, it does not employ hedging techniques
designed to mitigate this foreign currency exposure.  Likewise, the Company
could experience unanticipated currency gains or losses.  As the level of
activity at this operation changes over time, actual currency gains or losses
could have an adverse impact to the consolidated financial statements.

A small amount of the Company's assets are denominated in Hong Kong dollars
including two bank accounts, one for its Hong Kong subsidiary's daily cash
requirements while the second account is held for that subsidiary's employees'
contributions to the Employee Stock Purchase Plan.   All other cash and
investment accounts are denominated in US dollars and domiciled in the United
States with the exception of one investment account that is domiciled in
Ireland.

Substantially all of the Company's foreign sales are denominated in United
States dollars.  Currency exchange fluctuations in countries where the Company
do business could harm the business by resulting in pricing that is not
competitive with prices denominated in local currencies.

Foreign Currency Translation

The functional currency of the Company's Hong Kong subsidiary is the U.S.
dollar.  As such, gains and losses resulting from translation from local
currency to the U.S. dollar are included in determining income or loss for the
period.  Such gains and losses have not been material for any period presented.

Significant Customers

Microtek Inc., the Company's primary distributor in Japan, accounted for 10% of
net sales in fiscal 2004, and 11% for fiscal 2003 and 2002 respectively.
Outstanding accounts receivable from Microtek accounted for 7% and 17% of gross
accounts receivable as of March 31, 2004 and 2003, respectively.  No other
customer accounted for more than 10% of net sales in fiscal 2004 or more than
10% of accounts receivable at March 31, 2003.

Inventories

Inventories are stated at the lower of cost (determined on a first-in, first-
out basis) or market value.  The Company's inventories include high technology
parts and components that are specialized in nature and subject to rapid
technological obsolescence.  While the Company has programs to minimize the
required inventories on hand and considers technological obsolescence when
estimating amounts required to reduce recorded amounts to market values, it is
reasonably possible that such estimates could change in the near term.

Property, Plant and Equipment

Property, plant and equipment are stated at cost and generally depreciated
using accelerated methods over estimated useful lives of five years or less.
Building and building improvements are recorded at cost and are depreciated on
a straight-line basis over the useful life of the building of 39 years.
Leasehold improvements are recorded at cost and are amortized on a straight-
line basis over the lesser of the related lease term or the estimated useful
life of the assets.

Impairment of Long-lived assets

Long-lived assets and certain identifiable intangible assets to be held and
used are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of such assets may not be recoverable.
Determination of recoverability is based on an estimate of undiscounted future
cash flows resulting from the use of the asset and its eventual disposition.
Measurement of an impairment loss for long-lived assets and certain
identifiable intangible assets that management expects to hold and use are
based on the fair value of the asset.  Long-lived assets and certain
identifiable intangible assets to be disposed of are reported at the lower of
carrying amount or fair value less costs to sell.

The Company reviews for impairment of its long-lived assets whenever events or
changes in circumstances indicate that the carrying amount of an asset might
not be recoverable.  In certain situations, an impairment loss would be
recognized.

Revenue Recognition

The Company recognizes revenue from direct product sales to end-user customers
upon transfer of title and risk of loss, which is upon shipment of the product
provided persuasive evidence of an arrangement exists, the price is fixed or
determinable, no significant obligations remain and collection of the resulting
receivable is reasonably assured.  For sales to original equipment
manufacturers (OEMs), the Company uses either a binding purchase order or
signed agreement as evidence of an arrangement.  Sales through distributors are
evidenced by a distributor agreement governing the relationship together with
binding purchase orders on a transaction-by-transaction basis.  Sales to
distributors are made primarily under arrangements allowing limited rights of
return, limited price protection and the right of stock rotation on merchandise
unsold by the distributors.  Because of the uncertainty associated with pricing
concessions and possible returns, the Company defers the recognition of such
sales and the related costs of sales until distributors have sold the
merchandise to their end-user customers.  Deferred revenue also includes
upfront billings from customers under non-recurring engineering (NRE) contracts
as well as a customer advance under a licensing agreement.

Research and Development Expense

All research and development expenses that have no alternative future use are
expensed as incurred. Research and development expenses consist primarily of
payroll and benefits of those employees engaged in research, design and
development activities; costs related to design tools, license expenses related
to intellectual property, supplies and services; depreciation and other
occupancy costs.  We also expense prototype wafers and mask sets related to new
products until such new products are released to production.

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
issuable through stock options, warrants, and other convertible securities.
The following is a reconciliation of the numerator (net income) and the
denominator (number of shares) used in the basic and diluted EPS calculations.

(in thousands except per share amounts)         Fiscal Years Ended March 31,
                                                  2004        2003        2002
BASIC:                                            ----        ----        ----

Weighted average shares outstanding..........   12,758      12,598      12,443
Net income................................... $  2,160   $   2,855   $   3,862
Net income per share......................... $   0.17   $    0.23   $    0.31

DILUTED:

Weighted average shares outstanding..........   12,758      12,598      12,443
Effect of dilutive securities:  stock option.      293         159         305
                                                 -----       -----       -----
   Total.....................................   13,051      12,757      12,748
Net income................................... $  2,160   $   2,855    $  3,862
Net income per share......................... $   0.17   $    0.22    $   0.30

Options to purchase the Company's common stock of 371,088 shares at an average
price of $29.35 per share, 643,056 shares at an average price of $24.68 per
share, and 444,450 shares at an average price of $29.79 per share in fiscal
2004, 2003, and 2002, respectively, were outstanding but were not included in
the computation of diluted earnings per share because their effect would have
been anti-dilutive.

Accounting for Stock-based Compensation

The Company accounts for stock-based employee compensation arrangements using
the intrinsic value method as described in Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" ("APB No. 25") and Financial
Accounting Standards Board Interpretation No. 44 "Accounting for Certain
Transaction Involving Stock Compensation" ("FIN 44").  Accordingly,
compensation cost for stock options is measured as the excess, if any, of the
fair value of the Company's stock at the date of grant over the stock option
exercise price.  The Company accounts for stock issued to non-employees in
accordance with the provisions of Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123") and
Emerging Issues Task Force Consensus No. 96-18, "Accounting for Equity
Instruments that are offered to other than employees for acquiring or in
conjunction with selling goods or services" ("EITF 96-18").  Under SFAS No. 123
and EITF 96-18, stock option awards issued to non-employees are accounted for
at their fair value, re-measured at each period end until a commitment date is
reached, which is generally the vesting date.

Had the Company recorded compensation costs for stock options issued to
employees under the Company's stock option plans and Employee Stock Purchase
Plan based on the fair value at the grant date for the awards consistent with
the provisions of SFAS 123, the net income and net income per share for the
years ended March 31, 2004, 2003, and 2002 would have been reduced to the pro
forma amounts indicated as follows:


                                                Fiscal Years Ended March 31,

(in thousands except per share amount)
                                                 2004         2003        2002
                                                 ----         ----        ----
Net income        As reported                  $2,160       $2,855      $3,862
      Add:        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     (1,063)      (1,851)     (2,807)
                                               ------       ------      ------
                  Pro forma                    $1,097       $1,004      $1,055
                                               ======       ======      ======
Basic earnings
per share         As reported                  $ 0.17       $ 0.23      $ 0.31
                  Pro forma                    $ 0.09       $ 0.08      $ 0.08

Diluted earnings
per share         As reported                  $ 0.17       $ 0.22      $ 0.30
                  Pro forma                    $ 0.08       $ 0.08      $ 0.08


To compute the estimated fair value of each option grant under the Option
Plans and employee's purchase rights under the ESPP, the Black-Scholes option
pricing model was used with the following weighted average assumptions:

                         Employee Stock Option Plans             ESPP
                         --------------------------              ----
                          2004     2003      2002        2004    2003    2002
                          ----     ----      ----        ----    ----    ----
Risk-free interest rate   2.27%    2.52%     3.82%       1.02%   1.28%   3.02%
Expected term of option
from vest date (years)    1.37     1.30      1.12        0.50    0.50    0.50
Expected volatility      53.65%   72.18%    75.22%      41.71%  59.92%  83.52%
Expected dividends          --       --        --          --      --      --


Income Taxes

The Company utilizes the liability method to account for income taxes where
deferred tax assets or liabilities are determined based on the temporary
differences between the bases used for financial versus tax reporting of assets
and liabilities, using tax laws and rates in effect for the year in which the
differences are expected to affect taxable income.  A valuation allowance is
provided for deferred tax assets when management cannot conclude, based on the
available evidence, that it is more likely than not that all or a portion of
the deferred tax assets will be realized through future operations.  The
provision for income taxes represents taxes that are or would have been payable
for the current period, plus the net change in deferred tax amounts.

Advertising Costs

The Company expenses advertising and promotional costs as they are incurred.
Advertising costs for the last three fiscal years were insignificant.

Fair Value of Financial Instrument

Carrying amounts of certain of the Company's financial instruments including
cash, cash equivalents, accounts receivable, and accounts payable approximate
fair value due to their short maturities.  The Company measures  Financial
Instrument's "other than temporary" impairment, if any, using its fair value.

Comprehensive Income

The Company adopted SFAS No. 130, "Reporting Comprehensive Income." SFAS No.
130 establishes standards for disclosure and financial statement display for
reporting total comprehensive income and its individual components.
Comprehensive income, as defined, includes all changes in equity during a
period from non-owner sources.  The Company's comprehensive income did not
differ from net income for all periods presented.

Recent Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46, Consolidation of Variable Interest Entities ("FIN 46"),
which addresses consolidation by business enterprises of variable interest
entities, or VIEs, either: (1) that do not have sufficient equity investment at
risk to permit the entity to finance its activities without additional
subordinated financial support, or (2) in which the equity investors lack an
essential characteristic of a controlling financial interest.  In December
2003, the FASB completed deliberations of proposed modifications to FIN 46, or
FIN 46(R), resulting in an effective date of no later than the first interim or
annual period ending after March 15, 2004. The Company's adoption of FIN 46(R)
had no effect on the Company's results of operations or financial position.

In November 2003, the Emerging Issues Task Force ("EITF") reached a consensus
on Issue No. 03-01 The Meaning of Other-Than-Temporary Impairment and its
Application to Certain Investments ("EITF 03-01). EITF 03-01 establishes
additional disclosure requirements for each category of FAS 115 investments in
a loss position. Effective for years ending after December 15, 2003, companies
must disclose the aggregate amount of unrealized losses, and the aggregate
related fair value of their investments with unrealized losses. Those
investments are required to be segregated by those in a loss position for less
than twelve months and those in a loss position for greater than twelve months.
Additionally, certain qualitative disclosures should be made to clarify a
circumstance whereby an investment's fair value that is below cost is not
considered other-than-temporary. The provisions of this consensus do not have
any material effect on the Company's results of operations or financial
position.

On December 17, 2003, the Securities and Exchange Commission (the "SEC") issued
SAB No. 104, Revenue Recognition ("SAB 104"), which supercedes SAB No. 101,
Revenue Recognition in Financial Statements ("SAB 101").  SAB 104's primary
purpose is to rescind accounting guidance contained in SAB 101 related to
multiple element revenue arrangements, superceded as a result of the issuance
of EITF 00-21, Accounting for Revenue Arrangements with Multiple Deliverables
("EITF 00-21"). Additionally, SAB 104 rescinds the SEC's Revenue Recognition in
Financial Statements Frequently Asked Questions and Answers (the "FAQ") issued
with SAB 101 that had been codified in SEC Topic 13, Revenue Recognition.
Selected portions of the FAQ have been incorporated into SAB 104. While the
wording of SAB 104 has changed to reflect the issuance of EITF 00-21, the
revenue recognition principles of SAB 101 remain largely unchanged by the
issuance of SAB 104. EITF 00-21 was effective for revenue arrangements entered
into in fiscal periods beginning after June 15, 2003. The provisions of SAB 104
had no effect on the Company's results of operations or financial position.


2.  INVENTORIES  (in thousands):
                                             March 31,
                                             ---------
                                      2004               2003
                                      ----               ----
Raw Materials                    $   1,266           $  1,348
Work-in-process                      6,795              9,341
Finished goods                       4,545              3,893
                                 ---------           --------
                                 $  12,606           $ 14,582
                                 =========           ========

3.  PROPERTY, PLANT AND EQUIPMENT  (in thousands):
                                            March 31,
                                            ---------
                                      2004               2003
                                      ----               ----
Land                             $     825           $    825
Machinery and equipment             32,282             30,882
Leasehold improvements               2,243              2,231
Building                             2,461              2,234
Furniture and fixtures                 297                291
                                 ---------          ---------
                                    38,108             36,463
                                 ---------          ---------
Less accumulated depreciation      (28,377)           (24,359)
                                 ---------          ---------
                                 $   9,731          $  12,104
                                 =========          =========


4.  INCOME TAXES

The components of the provision for income are as follows (in thousands):

                                             Fiscal Years Ended March 31,
                                             2004         2003         2002
                                             ----         ----         ----
U.S. Federal current......................  $ 886        $ 802        $ 881
U.S. Federal deferred.....................   (727)        (188)       1,377
                                            -----        -----        -----
                                              159          614        2,258
                                            -----        -----        -----
Non-US current............................    450          491           -
Non-US deferred...........................     --           --           --
                                            -----        -----        -----
                                              450          491           --
                                            -----        -----        -----
State current.............................      4           25            1
State deferred............................    357          213         (269)
                                            -----        -----        -----
                                              361          238         (268)
                                            -----        -----        -----
                                            $ 970       $1,343       $1,990

The provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes
as follows:

                                              Fiscal Years Ended March 31,
                                              2004      2003      2002
                                             -----     -----     -----
Tax provision at US statutory rates             35%       35%       35%
State tax, net of federal benefits               5         5         5
Tax credits                                    (12)       (8)       (9)
Foreign earnings tax differential               (7)       (7)       --
Other                                           10         7         3
                                             -----     -----     -----
                                                31%       32%       34%

Significant components of deferred tax assets, for which no valuation allowance
was required, and the deferred tax liabilities included on the consolidated
balance sheet are as follows (in thousands):


                                                          March 31,
Deferred tax assets:                             2004       2003      2002
                                                 ----       ----      ----
 Accrued employee benefits                     $  554     $  576    $  579
 Inventory reserves                             1,131        890       386
 Accrued liabilities                            1,905      1,527     1,548
 Deferred revenue on shipments to distributors  1,253        793       685
 Allowances for doubtful accounts and sales
   returns                                        146        244       580
 Depreciation and amortization                     28      1,031     2,120
 Tax credits                                      916      1,242       380
                                                -----      -----     -----
   Total deferred tax assets                   $5,933     $6,303    $6,278
                                               ======     ======    ======

Management has determined that no valuation allowance is required because,
although realization is not assured, the Company has sufficient taxable income
in carryback years to absorb items deductible in the future for federal tax
purposes and anticipates that its estimated future taxable income will allow
the deferred tax asset for state tax purposes to be fully realized in future
years.  The amount of the deferred tax asset that is realizable could be
reduced in the near term if actual results differ significantly from estimates
of future taxable income.

The domestic and foreign components of income before income taxes are (in
thousands):
                                        Fiscal Year Ended March 31,
                                        2004        2003        2002
                                        ----        ----        ----
United States                        $ 1,472     $ 2,243     $ 5,265
Foreign                                1,658       1,955         587
                                       -----       -----       -----
                                     $ 3,130     $ 4,198     $ 5,852
                                      ======     =======     =======

The Company have not provided for U.S. federal and foreign withholding taxes on
$4,199,000 of non-U.S. subsidiary undistributed earnings as of March 31, 2004.
Where excess cash has accumulated in the Company's non-U.S. subsidiary and is
advantageous for tax or foreign exchange reasons, subsidiary earnings are
remitted.

At March 31, 2004, the Company had tax credit carryforwards of approximately
$1,409,000 for state tax payments which will expire in varying amounts
beginning in 2007 through 2023 if not utilized. The Company had no tax credit
carryforwards for federal tax payments. Tax benefits of $530,000 in 2004,
$451,000 in 2003, and $224,000 in 2002 associated with the exercise of stock
options were recognized in shareholders' equity.

5.  EMPLOYEE BENEFIT PLANS

Profit Sharing Plan  -- The Company has a discretionary profit sharing plan for
the benefit of eligible employees.  Related expenses were $235,000, $423,000,
and $364,000, in fiscal 2004, 2003, and 2002, respectively.

Savings and Retirement Plan  -- The Supertex Savings and Retirement Plan allows
for employee savings intended to qualify under the provisions of Section 401 of
the Internal Revenue Code (IRC).  Employees having at least three months of
service may make pretax contributions up to the IRC maximum allowable amount
of the employee's qualified compensation. The Company matches certain
percentages of employee contributions, all of which are 100% vested.  In fiscal
years 2004, 2003, and 2002, the Company's matching contributions were $191,000,
$210,000, and $245,000, respectively.

Supplemental Employee Retirement Plan -- The Supplemental Employee Retirement
Plan (the "SERP") is a non-qualified deferred compensation plan that covers a
select group of management or highly compensated employees of the Company.  The
SERP was adopted by the Company, effective January 1, 1996.  The Plan assets at
March 31, 2004 of $5,007,000 are included in short-term investments in the
Company's consolidated balance sheet at March 31, 2004 and classified as
trading securities.  Such assets shall at all times be subject to claims of the
general creditors of the Company.

SERP obligations are based on the fair value of the underlying assets owed to
participants as stipulated by the SERP and are included in accrued liabilities
in the consolidated financial statements.  The Deferred Compensation Committee
is responsible for the general administration and interpretation of the SERP
and for carrying out its provisions.

Employee Stock Purchase Plan -- The shareholders of the Company approved the
adoption of the 2000 Employee Stock Purchase Plan (the "ESPP") and the
reservation of shares of common stock for issuance under this Plan at the
August 18, 2000 annual shareholder's meeting.  The maximum aggregate number of
common stock available for purchase under the ESPP is 500,000 shares plus an
annual increase on the first day of the Company's fiscal year of the lesser of
100,000 shares or three percent (3%) of the outstanding shares on that date or
a lesser amount determined by the Board of Directors.  Eligible employees may
elect to withhold up to 20% of their cash compensation to purchase shares of
the Company's common stock at a price equal to 85% of the market value of the
stock at the beginning or ending of a six month offering period, whichever is
lower. An eligible employee may purchase no more than 500 shares during any
calendar year.  For fiscal year 2004 there were 50,086 shares of the Company's
common stock that were issued under the ESPP compared to 46,408 shares and
45,239 shares of common stock issued in fiscal 2003 and 2002 respectively.
There are 358,267 shares available for future issuance under the ESPP at the
end of fiscal year 2004.

Stock Option Plans  -- The 1991 Stock Option Plan (the "1991 Plan") provides
for granting incentive stock options to employees, and non-statutory stock
options to employees and consultants.  Terms for exercising options are
determined by the Board of Directors, and options expire at the earlier of the
term provided in the Notice of Grant or upon termination of employment or
consulting relationship.  The 1991 Plan expired in June 2001, thus there were
no options available for grant under the 1991 Plan.

A total of 2,825,715 shares of the Company's common stock were reserved for
issuance under the 1991 Plan. Options granted under the 1991 Plan are granted
at the fair market value of the Company's common stock on the date of grant and
generally expire 7 years from the date of grant or at termination of service,
whichever occurs first.  The options generally are exercisable beginning one
year from date of grant and generally vest over a five-year period.

The Company's shareholders approved the adoption of the 2001 Stock Option Plan
(the "2001 Plan") and the reservation of 2,000,000 shares of common stock for
issuance under 2001 Plan at the August 17, 2001 annual meeting of shareholders.
Terms for exercising options and vesting schedules are similar to the 1991
Plan.

Activity under the 1991 Option Plan is as follows:

<TABLE>

<CAPTION>

<S>			      <C>            <C>             <C>                 <C>
                            Available          Options Outstanding            Weighted
                               For                                            Average
                              Grant         Shares       Price Per Share    Exercise Price
                            --------       -------     ----------------    --------------
Balance, March 31, 2001      301,595      1,517,080    $ 4.50  - $46.34      $ 17.48
    Granted                 (193,290)       193,290     12.53  -  12.53        12.53
    Exercised                   --         (129,370)     4.50  -  19.56        10.16
    Canceled                  96,340        (96,340)     9.25  -  46.34        22.13
    Expired                 (204,645)          --
                            ---------     ---------
Balance, March 31, 2002         --        1,484,660      7.50  -  46.34        17.19
    Granted                     --             --
    Exercised                   --          (87,520)     7.25  -  19.56         9.47
    Canceled                 87,760         (87,760)     9.38  -  46.34        23.96
    Expired                 (87,760)           --
                            ---------     ---------
Balance, March 31, 2003         --        1,309,380     10.31  -  46.34        17.21
    Granted                     --             --
    Exercised                   --         (217,650)    10.31  -  19.56        12.05
    Canceled                129,500        (129,500)    11.00  -  46.34        26.67
    Expired                (129,500)           --
                            ---------     ---------
Balance, March 31, 2004         --          962,230    $10.31  - $46.34      $ 17.10


</TABLE>

Activity under the 2001 Option Plan is as follows:
<TABLE>

<CAPTION>

<S>                           <C>           <C>          <C>      <C>               <C>
                           Available           Options Outstanding              Weighted
                              For                                                Average
                             Grant         Shares       Price Per Share       Exercise Price
                             -----         ------       ---------------       --------------

Balance, March 31, 2001        --            --               --                     --
   Reserved                 2,000,000
   Granted                  (127,300)      127,300      15.83  -   21.31        $  17.65
                            ---------      --------
Balance, March 31, 2002     1,872,700      127,300      15.83  -   21.31        $  17.65
   Granted                   (132,200)     132,200      11.30  -   17.67           13.44
   Canceled                    24,800      (24,800)     13.16  -   17.14           13.72
                            ---------     --------
Balance, March 31, 2003     1,765,300      234,700     $11.30  -   21.31        $  15.69
   Granted                   (324,800)     324,800      17.11  -   18.52           17.53
   Exercised                     --         (3,451)     11.30  -   17.14           15.61
   Canceled                    38,449      (38,449)     15.83  -   21.31           18.07
                            ---------      --------
Balance, March 31, 2004     1,478,949      517,600     $11.30  -   21.31        $  16.67
                            =========      ========

</TABLE>

The options outstanding and currently exercisable by exercise price under the
combined 1991 and 2001 Option Plans at March 31, 2004 are as follows:

<TABLE>

<CAPTION>

    <S>               <C>           <C>               <C>            <C>             <C>
                               Options Outstanding                    Options Exercisable
                   ----------------------------------------------------------------------------
Range of           Number    Weighted-Average   Weighted-Average    Number     Weighted-Average
Exercise Prices  Outstanding     Remaining        Exercise Price  Outstanding  Exercise Price
                               Contractual Life
-----------------------------------------------------------------------------------------------
$10.31 - $12.53    489,520          3.28              $11.29         245,960       $11.09
 13.16 -  17.11    377,400          3.09               14.51         252,240        14.45
 17.14 -  19.56    442,960          5.80               17.90          79,760        19.03
 21.31 -  46.34    169,950          3.59               36.17          98,510        36.82
                   -------                                           -------
$10.31 - $46.34  1,479,830          4.02              $16.95         676,470       $17.03
                 =========                                           =======

</TABLE>

The weighted average fair value of options granted during fiscal 2004, 2003,
and 2002 was $8.91 per share, $10.37 per share, and $10.96 per share,
respectively.  All options were granted at market price of the Company's common
stock on the date of grant.

6.  RELATED PARTY TRANSACTIONS

Mr. Richard Siegel, the Executive Vice President of the Company, is a member of
the Board of Directors for All American Semiconductor.  All American
Semiconductor is a national distributor of electronic components manufactured
by others and is a major distributor of the Company.  Sales to this distributor
for fiscal years 2004, 2003, and 2002 were $2,510,000, $3,120,000, and
$2,109,000, respectively.  The accounts receivable due from All American
Semiconductor at March 31, 2004 and March 31, 2003 were $481,000 and $682,000,
respectively.  The Company has no long-term distributorship agreement with All
American Semiconductor, instead operating on the basis of purchase orders and
sales order acknowledgement.

7.  COMMITMENTS AND CONTINGENCIES

Operating Leases

As part of the Company's acquisition of Orbit's six-inch wafer fabrication
operation in fiscal 1999, the Company assumed an operating lease for its
manufacturing facility. On January 28, 2004, the Board of Directors of the
Company approved the amendment of the lease extending the lease term to seven
years expiring on April 30, 2011 at a specified new rent schedule.  The new
rent starts at $62,000 per month with an annual increase of $3,000.  The
Company is responsible for maintenance costs, including real property taxes,
utilities, insurance and other costs. The Company has one five-year option
remaining which if exercised would extend the lease to April 2016.  A portion
of the facility is subleased to an unrelated company.

The Company also leases a facility to house its operations in Hong Kong under
an operating lease for the equivalent of approximately $9,000 per month
exclusive of building maintenance fees, rates, taxes and other duties imposed
by the government of Hong Kong upon the leased property.  The lease agreement
was renewed in December 1, 2003 and has a term of three years.

The Company leases a portion of a building, under an operating lease from
Fortuna Realty Co, a corporation owned by a former Supertex Director,
Yunni Pao.  The lease will expire on April 1, 2007.  Previously we leased the
entire building.  Under the lease, monthly rent is $10,442 per month and
Supertex is responsible for its pro-rata maintenance costs, including real
property taxes, and other costs.  This facility is being subleased to one of
the Company's providers of epitaxial deposition services, expiring on April 1,
2007, essentially at cost.  The total rental expenses paid to Fortuna Realty
Co. were $125,000, $130,000, and $457,000 in fiscal years 2004, 2003 and 2002,
respectively.  We believe that the lease with Fortuna Realty Co. was and is at
prevailing market rates.

The Company has other operating leases for its field sales offices in New York,
Texas and Taiwan expiring at various dates through fiscal year 2005.

Future minimum lease payments and sublease income under all non-cancelable
operating leases at March 31, 2004 are as follows (in thousands):


Fiscal Years Ending March 31         Operating Lease        Sublease Income
           2005                          $ 1,014                    $144
           2006                            1,010                     110
           2007                            1,011                     110
           2008                              850                      --
           2009                              887                      --
        Thereafter                         1,965                      --
                                          ------                    ----
                                         $ 6,737                    $364


Facilities rental expenses, net of facilities sublease, were approximately
$856,000, $817,000, and $1,234,000, (net of facilities sublease income of
$411,000, $480,000, and $349,000) in fiscal years 2004, 2003, and 2002,
respectively.

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
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 amounts for
indemnification obligations.  However, there can be no assurances that the
Company will not have any financial exposure under those indemnification
obligations.

In addition to the foregoing, 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.

8.  SEGMENT INFORMATION

The Company operates in one business segment comprising of the design,
development, manufacturing and marketing of high voltage analog and mixed
signal integrated circuits. The Company's principal markets are in the United
States of America, Europe and Asia.  The Company's Chief Operating Officer, the
President, Principal 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 for the years ended March 31, 2004, 2003, and 2002:


                                         Fiscal Years ended March 31,
              (in thousands)            2004         2003        2002
              Revenues                  ----         ----        ----
                United States         $ 29,072    $ 33,741    $ 38,197
                Europe                   5,773       5,819       4,925
                Japan                    5,474       6,137       6,451
                Asia (excluding Japan)   9,481       8,055       5,570
                Other                    1,594       1,163       1,052
                                         -----       -----       -----
             Total Revenue            $ 51,394    $ 54,915    $ 56,195

The aggregation of geographic sales information was changed in fiscal year
2004.  Sales are now attributed to geographic location based on delivery
location.

The Company does not segregate information related to operating income
generated by its 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:

                                       March 31,
                                   2004       2003
                                   ----       ----
                United States    $9,161    $11,415
                Hong Kong           570        689




                                      SCHEDULE II
                                     SUPERTEX, INC.
                            VALUATION AND QUALIFYING ACCOUNTS
                                     (in thousands)
<TABLE>

<CAPTION>

<S>                                 <C>         <C>            <C>          <C>

                                Balance at    Charged to                 Balance at
                                Beginning     Costs and     Write-Off       End
                                of Period     Expenses      of Accounts  of Period
                                ----------    ----------    ----------   ---------
Year end March 31, 2002
  Allowance for sales returns      $  906      $ 2,267       $ 2,395        $  778
  Allowance for doubtful accounts   1,506         (535)          284           687
Year end March 31, 2003
  Allowance for sales returns      $  778      $ 2,116       $ 2,529        $  365
  Allowance for doubtful accounts     687         (127)          310           250
Year end March 31, 2004
  Allowance for sales returns      $  365      $ 1,652       $ 1,831        $  186
  Allowance for doubtful accounts     250          (53)           (3)          200


</TABLE>


                                   SUPERTEX, INC.
                                   EXHIBIT INDEX

(The Registrant will furnish to any shareholders who so request a copy of this
Annual Report on Form 10-K and any Exhibit listed below, provided that the
Registrant may require payment of a reasonable fee not to exceed its expense in
furnishing such information.)

Exhibit    Exhibit Description

2.1(1)     Agreement for purchases and sale of assets by and between Supertex,
           Inc. and Orbit Semiconductor dated January 16, 1999.

3.1(2)     Restated Articles of Incorporation of Registrant filed May 21, 1980.

3.2(2)     Certificate of Amendment of Articles of Incorporation filed April
           16, 1981.

3.3(2)     Certificate of Amendment of Articles of Incorporation filed
           September 30, 1983.

3.4(5)     Bylaws of Registrant, as amended.

10         Deferred Compensation Plan (Supplemental Employee Retirement Plan)
           which became effective January 1, 1996.

10.2       Lease Assignment agreement for 71 Vista Montana, San Jose,
           California, dated February 1, 1999 among Orbit Semiconductor, as
           assignor, Sobrato Development Companies #871, as landlord, and
           Supertex, Inc., as assignee.

10.6(4)    1991 Stock Option Plan which became effective, with form of stock
           option agreement.

10.6a(5)   1991 Stock Option Plan, as amended as of August 4, 1995, with form
           of stock option agreement.

10.6b(6)   1991 Stock Option Plan, as amended as of August 6, 1999, with form
           of stock option agreement.

10.6c(7)   2000 Employee Stock Purchase Plan.

10.6d(8)   2001 Stock Option Plan, which became effective, with form of stock
           option agreement.

10.7(2)    Profit Sharing Plan.

10.21(3)   Certificate of Amendment of Articles of Incorporation filed October
           14, 1988.

23.1       Consent of PricewaterhouseCoopers LLP, Independent Registered Public
           Accounting Firm

24.1       Power of Attorney.  Contained on Signature Page

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

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.


(1)        Incorporated by reference to the exhibit of the same number filed
           with current report on form 8-K dated January 19, 1999.

(2)        Incorporated by reference to exhibit of same number of Registrant's
           Registration Statement on Form S-1  (File No. 2-86898), which became
           effective December 6, 1983.

(3)        Incorporated by reference to exhibit filed with Quarterly Report on
           Form 10-Q for period ended October 1, 1988.

(4)        Incorporated by reference to exhibit filed with Annual Report on
           Form 10-K for year ended March 31, 1991.

(5)        Incorporated by reference to exhibit included in Registrant's
           Registration Statement on Form S-8 (File No. 33-43691) which became
           effective September 1, 1995.

(6)        Incorporated by reference to exhibit included in Registrant's
           Registration Statement on Form S-8 (File No. 33-43691) which became
           effective September 29, 1999.

(7)        Incorporated by reference to exhibit included in Registrant's
           Registration Statement on Form S-8 (File No. 333-47606) which became
           effective October 6, 2000.

(8)        Incorporated by reference to Appendix B of the Registrants amended
           Proxy Statement filed on August 7, 2001 (File No. 000-12718).
           Corresponding Registration Statement on Form S-8 (File No.
           333-69594) became effective on September 18, 2001.