SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                               -------------------

                                    FORM 10-Q

(Mark One)
   X           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
   -
                  OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended March 30, 2002

                                      OR

               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
   --
                    OF THE SECURITIES EXCHANGE ACT OF 1934

             For the transition period from __________ to __________

                          Commission File Number 0-3698

                             SILICONIX INCORPORATED
             (Exact name of registrant as specified in its charter)

                Delaware                                       94-1527868
     (State or other jurisdiction                           (I.R.S. Employer
    of incorporation or organization)                       Identification No.)

               2201 Laurelwood Road, Santa Clara, California 95054
                    (Address of principal executive offices)

        Registrant's telephone number including area code (408) 988-8000

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                  Yes X No _
                                      -

      Indicate the number of shares outstanding of each of the registrant's
classes of common stock:

      Common stock, $0.01 par value -- 29,879,040 outstanding shares as of May
13, 2002.


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<PAGE>

                             SILICONIX INCORPORATED

                         TABLE OF CONTENTS TO FORM 10-Q


Part I.     Financial Information                                      Page No.

Item 1      Financial Statements

              Consolidated statements of operations for
              the three months ended March 30, 2002 and
              March 31, 2001                                                3

              Consolidated balance sheets as
              of March 30, 2002 and December 31, 2001                       4

              Consolidated statements of cash flows for
              the three months ended March 30, 2002 and
              March 31, 2001                                                5

              Notes to consolidated financial statements                    6

Item 2      Management's Discussion and Analysis of
            Financial Condition and Results of Operations                   9


Part II.    Other Information

              Signatures                                                   12




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<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements.


                             SILICONIX INCORPORATED
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)


(In thousands, except per share amounts)                  Three Months Ended
                                                         March 30,     March 31,
                                                           2002          2001
                                                        ----------    ---------

Net sales                                                $ 83,602      $ 88,137
Cost of sales                                              59,194        59,812
                                                         --------      --------

Gross profit                                               24,408        28,325

Operating expenses:
Research and development                                    4,762         4,335
Selling, marketing, and administration                      9,625        11,347
Goodwill amortization                                        --             115
                                                         --------      --------

Operating income                                           10,021        12,528
Interest income                                               855         2,179
Other (expense) - net                                         (22)       (1,171)
                                                         --------      --------

Income before taxes and minority interest                  10,854        13,536
Income taxes                                               (2,590)       (3,243)
Minority interest in income of                                (60)          (60)
consolidated subsidiary                                  --------      --------

Net income                                               $  8,204      $ 10,233
                                                         ========      ========

Net income per share (basic and diluted)                 $   0.27      $   0.34
                                                         ========      ========

Shares used to compute net income per share                29,879        29,879
                                                         ========      ========

See accompanying Notes to Consolidated Financial Statements.


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<PAGE>

                             SILICONIX INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

(In thousands)                                          March 30,   December 31,
                                                          2002         2001
                                                       ----------   ------------
Assets
Current assets:
  Cash and cash equivalents                              $ 174,802    $ 167,236
  Accounts receivable, less allowances                      38,781       33,644
  Accounts receivable from affiliates                       28,473       12,457
  Inventories                                               59,400       61,302
  Other current assets                                      19,263       17,801
  Deferred income taxes                                      5,058        5,058
                                                         ---------    ---------

    Total current assets                                   325,777      297,498
                                                         ---------    ---------

Property, plant, and equipment, at cost:
  Land                                                       1,715        1,715
  Buildings and improvements                                55,339       53,946
  Machinery and equipment                                  350,699      352,196
                                                         ---------    ---------

  Less accumulated depreciation                            407,753      407,857
   Net property, plant, and equipment                      246,724      237,378
                                                         ---------    ---------

                                                           161,029      170,479

Goodwill                                                     7,445        7,445
Other assets                                                   331          376
                                                         ---------    ---------

    Total assets                                         $ 494,582    $ 475,798
                                                         =========    =========

Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable                                       $  20,051    $  17,800
  Accounts payable to affiliates                            42,493       36,692
  Accrued payroll and related compensation                   7,286        6,409
  Other accrued liabilities                                 19,784       18,274
                                                         ---------    ---------

    Total current liabilities                               89,614       79,175
                                                         ---------    ---------

Long-term debt, less current portion                         2,083        2,001
Deferred income taxes                                       15,010       15,010
Other non-current liabilities                               36,976       36,976
Minority interest                                            3,726        3,666
                                                         ---------    ---------

    Total liabilities                                      147,409      136,828
                                                         ---------    ---------

Commitments and contingencies Stockholders' equity:
  Common stock                                                 299          299
  Additional paid-in-capital                                59,370       59,370
  Retained earnings                                        288,306      280,102
  Accumulated other comprehensive loss                        (802)        (801)
                                                         ---------    ---------

    Total stockholders' equity                             347,173      338,970
                                                         ---------    ---------

    Total liabilities and stockholders' equity           $ 494,582    $ 475,798
                                                         =========    =========

See accompanying Notes to Consolidated Financial Statements.


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<PAGE>

<TABLE>
<CAPTION>

                             SILICONIX INCORPORATED
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                 Three Months Ended
(In thousands)                                                 March 30,     March 31,
                                                                 2002          2001
                                                              ---------    -----------
<S>                                                           <C>          <C>
Cash flows from operating activities:
Net income                                                    $   8,204    $  10,233
Adjustments to reconcile net income to net cash
provided in operating activities:
    Depreciation and amortization                                10,387       10,315
    Deferred income taxes                                          --          1,880
    Other non-cash expenses                                          82          107
    Changes in assets and liabilities, net of acquisitions:
      Accounts receivable                                        (5,137)      23,080
      Accounts receivable from affiliates                       (16,016)      17,748
      Inventories                                                 1,902       (4,202)
      Other assets                                               (1,489)      (1,494)
      Accounts payable                                            2,251      (18,890)
      Accounts payable to affiliates                              5,801      (18,788)
      Accrued liabilities                                         2,447      (19,280)
                                                              ---------    ---------

Net cash provided by operating activities                         8,432          709
                                                              ---------    ---------

Cash flows from investing activities:
Purchase of property, plant, and equipment                         (891)      (8,641)

Proceeds from sale of property, plant, and
equipment                                                            26            5
                                                              ---------    ---------

Net cash used by investing activities                              (865)      (8,636)
                                                              ---------    ---------

Effect of exchange rate changes on cash and cash
equivalents                                                          (1)          14
                                                              ---------    ---------

Net increase (decrease) in cash and cash
equivalents                                                       7,566       (7,913)

Cash and cash equivalents:
Beginning of period                                             167,236      134,265
                                                              ---------    ---------

End of period                                                 $ 174,802    $ 126,352
                                                              =========    =========
</TABLE>

See accompanying Notes to Consolidated Financial Statements.


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<PAGE>

                             SILICONIX INCORPORATED

                   Notes to Consolidated Financial Statements
                                   (Unaudited)


Note 1.     Basis of Presentation

      The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.

      In the opinion of the management of the Company, the consolidated
financial statements appearing herein contain all adjustments (consisting only
of normal recurring adjustments) necessary for a fair presentation of the
results for, and as of the end of, the periods indicated therein. These
statements should be read in conjunction with the Company's December 31, 2001
consolidated financial statements and notes thereto. The results of operations
for the first three months of 2002 are not necessarily indicative of the results
to be expected for the full year.


Note 2.     Inventories

      The components of inventory are as follows:

                                       March 30,        December
       (In thousands)                    2002           31, 2001
                                       --------         --------

       Finished goods                $  18,165         $  20,985
       Work-in-process                  33,616            32,963
       Raw materials                     7,619             7,354
                                      ---------        ---------
                                     $  59,400         $  61,302
                                      =========        =========


Note 3.     Contingencies

      As of March 30, 2002, the Company remained a party to two environmental
proceedings. The first involves property that the Company vacated in 1972. In
July 1989, the California Regional Water Quality Control Board ("RWQCB") issued
Cleanup and Abatement Order No. 89-115 both to the Company and the current owner
of the property. The Order alleged that the Company contaminated both the soil
and the groundwater on the property by the improper disposal of certain chemical
solvents. The RWQCB considered both parties to be liable for the contamination
and sought to have them decontaminate the site to acceptable levels. The Company
subsequently reached a settlement of this matter with the current owner of the
property. The settlement provided that the current owner will indemnify the
Company and its employees, officers, and directors against any liability that
may arise out of any governmental agency actions brought for environmental
cleanup of the subject site, including liability arising out of RWQCB Order No.
89-115, to which the Company remains nominally subject.

      The second proceeding involves the Company's Santa Clara, California
facility, which the Company has owned and occupied since 1969. In February 1989,
the RWQCB issued Cleanup and Abatement Order No. 89-27 to the Company. The Order
was based on the discovery of contamination of both the soil and the groundwater
on the property by certain chemical solvents. The Order called for the Company
to specify and implement interim remedial actions and to evaluate final remedial
alternatives. The RWQCB issued a subsequent order requiring the Company to
complete the decontamination. The Company has substantially complied with the
RWQCB's orders.

      In management's opinion, based on discussions with legal counsel and other
considerations, the ultimate resolution of the above-mentioned matters is not
expected to have a material adverse effect on the Company's consolidated
financial condition or results of operations.


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<PAGE>

   In February and March 2001, several purported class action complaints were
filed in the Court of Chancery in and for New Castle County, Delaware and the
Superior Court of the State of California against Vishay, the Company, and the
Company's directors in connection with Vishay's announced proposal to purchase
all issued and outstanding shares of the Company not already owned by Vishay.
The class actions, filed on behalf of all non-Vishay Siliconix shareholders,
allege, among other things, that Vishay's proposed offer was unfair and a breach
of fiduciary duty. One of the Delaware class actions also contains derivative
claims against Vishay on behalf of the Company alleging self-dealing and waste
because Vishay purportedly usurped the Company's inventory and patents,
appropriated the Company's separate corporate identity, and obtained a
below-market loan from the Company.

   In May 2001, the Delaware Court of Chancery consolidated the several class
action complaints described above. On or about May 31, 2001, lead plaintiff
Fitzgerald served an amended complaint, an application for a preliminary
injunction against proceeding with or taking steps to give effect to Vishay's
proposed tender offer or the contemplated short-form merger, and a motion to
expedite proceedings and additional discovery requests. In addition to his prior
allegations, plaintiff claimed, among other things, that in connection with the
proposed offer and short-form merger, defendants allegedly violated (i) their
duty to deal fairly from a timing and process perspective with the minority
shareholders of Siliconix, (ii) their duties of loyalty and candor, and (iii)
Vishay's obligations to pay a fair price to the Siliconix minority shareholders.
Following expedited discovery and briefing, on June 19, 2001, the Delaware Court
of Chancery issued its order denying Fitzgerald's motion for a preliminary
injunction. The Court found that Fitzgerald had not succeeded in demonstrating
that he had a reasonable probability of success on the merits of his claims. The
Company and Vishay filed motions to dismiss the verified amended complaint on
June 6, 2001. Vishay filed a motion for summary judgment on June 25, 2001. The
motions to dismiss and for summary judgment are pending.

   On July 3, 2001, the California Superior Court entered an order staying the
California state-court actions that had been filed against the Company and
Vishay in connection with Vishay's earlier proposal.

   On April 25, 2001, the Company initiated a lawsuit against General
Semiconductor, Inc. In its complaint, the Company asserted claims that General
Semiconductor is infringing United States Letters Patent Nos. 5,072,266 and
5,298,442 relating to certain power MOSFET products. General Semiconductor has
denied the material allegations in the Company's complaint and has asserted
various affirmative defenses. General Semiconductor also has asserted
counterclaims for patent misuse and unfair competition against the Company,
seeking a declaratory judgment of non-infringement, invalidity and/or
unenforceability and seeking injunctive relief, damages, attorneys' fees and
costs. The Company has not yet responded to those Counterclaims. On November 2,
2001, General Semiconductor was acquired by Vishay, which owns 80.4% of the
Company.

      The Company is engaged in discussions with various parties regarding
patent licensing and cross patent licensing issues. In the opinion of
management, the outcome of these discussions will not have a material adverse
effect on the Company's consolidated financial condition or overall trends in
the results of operations.



                                       7

<PAGE>


Note 4.     Comprehensive Income

The following are the components of comprehensive income:

  (In thousands)                                    Three Months Ended
                                                March 30,           March 31,
                                                  2002               2001
                                               ---------          ----------

  Net income                                    $  8,204          $  10,233

  Other comprehensive income (loss):
  Foreign currency translation adjustment            (1)                 14
                                                --------          ---------
  Total other comprehensive income (loss)            (1)                 14

  Comprehensive income                          $  8,203          $  10,247
                                                ========          =========


Note 5.     Segment Reporting

      The Company is engaged primarily in the design, marketing, and
manufacturing of power and analog semiconductor products. The Company is
organized into three operating segments, which due to their inter-dependencies,
similar long-term economic characteristics, and shared production processes and
distribution channels have been aggregated into one reportable segment.


Note 6.     Earnings Per Share

      Basic earnings per common share are computed by using weighted average
common shares outstanding during the period. Diluted earnings per common share
incorporates the incremental shares issuable upon the assumed exercise of stock
options when diluted. Due to the Company's simple capital structure, basic and
diluted earnings per share are the same.


Note 7. Accounting Pronouncements

      Effective January 1, 2002, amortization of goodwill is no longer permitted
in accordance with Statement of Financial Accounting Standards No. 142 "Goodwill
and Other Intangible Assets". The non-amortization of goodwill in the first
quarter 2001 would have resulted in an increase in operating income of $115,000.


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<PAGE>

Item 2.

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

Results of Operations

      Net sales for the first quarter of 2002 were $83.6 million compared to
$88.1 million for the first quarter of 2001. The decline from the first quarter
of 2001 resulted mainly from price erosion caused by excess industry capacity
during a major market downturn. However it was a sequential increase of 9% from
the $76.7 million in the fourth quarter of 2001. The Company sees a distinct
improvement in the business climate that may lead to improved results during
2002. The Book-to-bill ratio and bookings in absolute dollars improved for the
fourth consecutive quarter. Cancellations also declined for the fourth
consecutive quarter. The improvement in the Company's business has resulted from
increasing demands from the notebook computer, game console, digital camera, and
other consumer markets. The Company's backlog is increasing steadily and at the
end of the first quarter, was 34% higher than at the beginning. The Company is
taking measures to increase its capacity to meet the customers' anticipated
increased requirements in 2002. The Company is also seeing signs that the
desktop computer market may rebound in the second half of the year. In addition,
with the increased demand in the Company's strategic markets, the Company is
observing a moderation in the rate of decrease of its average selling price.

      Gross profit as a percentage of net sales in the first quarter of 2002 was
29% compared to 32% for the first quarter of 2001. The decrease from the quarter
ended March 31, 2001 resulted primarily from pricing pressures caused by excess
industry capacity. The Company's ongoing cost reduction programs helped
significantly to offset the decline.

      Research and development expenses were $4.8 million for the first quarter
of 2002 compared to $4.3 million for the first quarter of 2001, a 9% increase.
The Company continues its commitment to the development of new products and
technologies. During the first quarter of 2002, the Company introduced 35 new
products and won 230 new designs. The Company believes it is critical to
continue to make investments in research and development to ensure the
availability of innovative technology that meets the current and future
requirements of the Company's customers.

      Selling, marketing, and administration expenses were $9.6 million for the
first quarter of 2002 compared to $11.3 million for the first quarter of 2001.
The Company's selling, marketing, and administration expenses as a percentage of
net sales were 12% and 13% for the first quarter of 2002 and 2001, respectively.
The decrease in selling, marketing, and administration expenses reflected the
Company's ongoing success in controlling costs.

      Interest income for the first quarter of 2002 was $0.9 million compared to
$2.2 million for the first quarter of 2001. The decrease in interest income for
the first quarter of 2002 was due to lower interest rates as compared to the
first quarter 2001. All excess cash not immediately needed to fund the Company's
operations is invested in money market funds.

      Other expense was $22,000 for the first quarter of 2002 compared to $1.2
million for the first quarter of 2001. The decrease in expenses was mainly due
to decrease in foreign exchange losses on the Company's assets denominated in
European and Japanese currencies.

      Income tax expense for the quarter of 2002 decreased by $0.7 million
compared to the first quarter of 2001. The decrease in income tax expense was
due to the decrease in earnings before tax.


Liquidity and Capital Resources

      At March 30, 2002, the Company had $174.8 million in cash and cash
equivalents, compared to $167.2 million in cash and cash equivalents at December
31, 2001. The increase of $7.6 million was due to a decrease in capital
expenditures and inventories, as well as a sequential increase in profit in the
first quarter of 2002 as compared to the fourth quarter 2001.


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<PAGE>

      Net cash provided by operating activities was $8.4 million in the first
quarter of 2002 compared to $0.7 million in the same period of 2001. The
increase in net cash provided by operating activities for the first quarter of
2002 was mainly due to a decrease in inventories and an increase in accounts
payable. Net affiliate payables as of March 30, 2002 decreased by $10.2 million
from December 31, 2001, mainly due to the timing of cash payments made to
unconsolidated affiliates. Accounts payable as of March 31, 2002 increased by
$2.3 million from December 31, 2001, mainly due to the increase in business
volume. Accrued liabilities and contingencies as of March 30, 2002 increased by
$2.4 million from December 31, 2001, mainly due to the increase in accrued
income taxes and management incentive programs.

      Inventories decreased by $1.9 million in the first quarter of 2002 from
December 31, 2001. Raw materials as of March 30, 2002 increased by $0.3 million
from December 31, 2001 as the Company began to increase its purchases of
silicon, piece parts and foundry wafers as a result of the anticipated increase
in demand. Work-in-process as of March 30, 2002 increased by $0.7 million from
December 31, 2001 as result of increase in raw materials and production.
Finished goods inventory as of March 31, 2002 decreased by $2.8 million from
December 31, 2001, mainly due to the Company's inventory reduction efforts and
higher sales.

      Net cash used by investing activities was $0.9 million in the first
quarter of 2002 compared to $8.6 million in the same period of 2001. The Company
spent $0.9 million in capital expenditures in the first quarter of 2002,
primarily related to building improvements.

      For the next twelve months, management expects that cash flows from
operations will be sufficient to meet the Company's normal operating
requirements and to fund its research and development and capital expenditure
plans.


SAFE HARBOR STATEMENT

      Statements contained herein that relate to the Company's future
performance, including statements with respect to anticipated improvements in
the Company's business and business climate, future product innovation and
implementation of cost savings strategies, are forward-looking statements within
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Such statements are based on current expectations only, and are subject to
certain risks, uncertainties and assumptions. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
projected. Among the factors that could cause actual results to materially
differ include: general business and economic conditions, particularly in the
markets that we serve, cancellation of orders in our backlog, difficulties in
new product development and other factors affecting the Company's operations,
markets, products, services and prices that are set forth in its December 31,
2001 Report on Form 10-K filed with the Securities and Exchange Commission. You
are urged to refer to the Company's Form 10-K for a detailed discussion of these
factors. The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.



                                       10

<PAGE>

                           PART II - OTHER INFORMATION



                                   SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                                SILICONIX INCORPORATED



Date: May 13, 2002                              By: /s/ King Owyang
                                                   ----------------------------
                                                   King Owyang
                                                   President and Chief
                                                   Executive Officer



                                                By: /s/ William M.Clancy
                                                   ----------------------------
                                                   William M. Clancy
                                                   Principal Accounting
                                                   Officer



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