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

                                    FORM 10-Q

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

                 For the quarterly period ended June 28, 2003

                                       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                         Identification No.)
             or organization)

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

        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 by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                                   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
August 7, 2003.


                                       1

<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 and six months ended June 28, 2003
              and June 29, 2002                                            3

              Consolidated Balance Sheets as of June 28, 2003
              and December 31, 2002                                        4

              Consolidated Statements of Cash Flows for the
              six months ended June 28, 2003 and June 29, 2002             5

              Notes to Consolidated Financial Statements                   6

Item 2      Management's Discussion and Analysis of
            Financial Condition and Results of Operations                  8

Item 3      Quantitative and Qualitative Disclosures About
            Market Risk                                                   10

Item 4      Controls and Procedures                                       10

Part II.    Other Information

Item 4      Submission of Matters to a Vote of Security Holders           11

Item 6      Exhibits and Reports on Form 8-K                              11

Signatures                                                                12


                                       2

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>
<CAPTION>

                             SILICONIX INCORPORATED
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

(In thousands, except
  per share amounts)                                         Three Months Ended                Six Months Ended
                                                           June 28,        June 29,         June 28,        June 29,
                                                            2003            2002              2003            2002
                                                         ---------        ---------        ---------       ---------

<S>                                                      <C>              <C>              <C>             <C>
Net sales                                                $  88,208        $  94,935        $ 186,034       $ 178,537
Cost of sales                                               60,753           65,661          130,680         124,855
                                                         ---------        ---------        ---------       ---------

Gross profit                                                27,455           29,274           55,354          53,682

Operating expenses:
Research and development                                     5,026            5,504            9,713          10,266
Selling, marketing, and administration                      11,077           11,073           22,058          20,698
                                                         ---------        ---------        ---------       ---------

Operating income                                            11,352           12,697           23,583          22,718
Interest income                                                616              635            1,201           1,488
Other income (expense) - net                                   (43)             810               25             788
                                                         ---------        ---------        ---------       ---------

Income before taxes and minority interest                   11,925           14,142           24,809          24,994
Income taxes                                                (2,603)          (2,882)          (5,424)         (5,473)
Minority interest in income of
  consolidated subsidiary                                      (60)             (60)            (120)           (118)
                                                         ---------        ---------        ---------       ---------
Net income                                               $   9,262        $  11,200        $  19,265       $  19,403
                                                         =========        =========        =========       =========

Net income per share (basic and diluted)                 $    0.31        $    0.37        $    0.64       $    0.65
                                                         =========        =========        =========       =========

Shares used to compute earnings per share                   29,879           29,879           29,879          29,879
                                                         =========        =========        =========       =========
</TABLE>


          See accompanying Notes to Consolidated Financial Statements.


                                       3

<PAGE>

<TABLE>
<CAPTION>

                             SILICONIX INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

(In thousands, except share information)                    June 28,       December 31,
                                                              2003             2002
                                                           ---------       -----------
<S>                                                        <C>              <C>
Assets
Current assets:
  Cash and cash equivalents                                $ 185,172        $ 137,082
  Note receivable from affiliate                              70,000           75,000
  Accounts receivable, less allowances                        42,077           42,331
  Accounts receivable from affiliates                         13,266           10,076
  Inventories                                                 70,828           66,553
  Other current assets                                        25,579           23,241
  Deferred income taxes                                        3,148            3,146
                                                           ---------        ---------

    Total current assets                                     410,070          357,429
                                                           ---------        ---------

Property, plant, and equipment, at cost:
  Land                                                         1,715            1,715
  Buildings and improvements                                  56,929           55,954
  Machinery and equipment                                    371,251          368,232
                                                           ---------        ---------

                                                             429,895          425,901
Less accumulated depreciation                                287,828          272,935
                                                           ---------        ---------

  Net property, plant, and equipment                         142,067          152,966

Goodwill                                                       7,445            7,445
Other assets                                                     104              195
                                                           ---------        ---------

    Total assets                                           $ 559,686        $ 518,035
                                                           =========        =========

Current liabilities:
  Accounts payable                                         $  18,264        $  20,734
  Accounts payable to affiliates                              28,449            7,385
  Accrued payroll and related compensation                     8,793            9,395
  Other accrued liabilities                                   33,482           28,803
                                                           ---------        ---------

    Total current liabilities                                 88,988           66,317
                                                           ---------        ---------

Long-term debt, less current portion                           2,311            2,708
Deferred income taxes                                         16,258           16,256
Other non-current liabilities                                 44,540           44,540
Minority interest                                              3,503            3,383
                                                           ---------        ---------

    Total liabilities                                        155,600          133,204
                                                           ---------        ---------

Commitments and contingencies
Stockholders' equity:
  Common stock, par value $.01 (100,000,000
   shares authorized, 29,879,040
   shares issued and outstanding at June 28,
   2003 and December 31, 2002, respectively)                     299              299
  Additional paid-in-capital                                  59,370           59,370
  Retained earnings                                          345,523          326,258
  Accumulated other comprehensive loss                        (1,106)          (1,096)
                                                           ---------        ---------

    Total stockholders' equity                               404,086          384,831
                                                           ---------        ---------

    Total liabilities and stockholders' equity             $ 559,686        $ 518,035
                                                           =========        =========
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.


                                       4

<PAGE>

                             SILICONIX INCORPORATED
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

(In thousands)                                            Six Months Ended
                                                      June 28,         June 29,
                                                        2003             2002
                                                     ---------        ---------
Cash flows from operating activities:
Net income                                           $  19,265        $  19,403
Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depreciation and amortization                       19,116           20,292
    Other non-cash (income) expense                       (397)             225
    Changes in assets and liabilities, net
      of acquisitions:
       Accounts receivable                                 254           (7,541)
       Accounts receivable from affiliate               (3,190)            (887)
       Inventories                                      (4,275)          (3,275)
       Other assets                                     (2,366)          (4,754)
       Accounts payable                                 (2,470)           8,419
       Accounts payable to affiliates                   21,064          (23,770)
       Accrued liabilities                               4,197           10,987
       Non-current other liabilities                         1             --
                                                     ---------        ---------
Net cash provided by operating activities               51,199           19,099
                                                     ---------        ---------

Cash flows from investing activities:
Purchase of property, plant, and equipment              (8,108)          (5,865)
Proceeds on disposal of property, plant,
  and equipment                                             10               56
Proceeds from short-term investment with
  affiliate                                             75,000             --
Short-term investment with affiliate                   (70,000)            --
                                                     ---------        ---------
Net cash used in investing activities                   (3,098)          (5,809)
                                                     ---------        ---------

Effect of exchange rate changes on
  cash and cash equivalents                                (11)             (27)
                                                     ---------        ---------

Net increase in cash and cash equivalents               48,090           13,263

Cash and cash equivalents:
Beginning of period                                    137,082          167,236
                                                     ---------        ---------
End of period                                        $ 185,172        $ 180,499
                                                     =========        =========

          See accompanying Notes to Consolidated Financial Statements.


                                       5

<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. These statements
should be read in conjunction with the Company's December 31, 2002 consolidated
financial statements and notes thereto. The results of operations for the first
six months of 2003 are not necessarily indicative of the results to be expected
for the full year.

Note 2.     Inventories

      The components of inventory are as follows:

                                      June 28,      December
       (In thousands)                   2003        31, 2002
                                     ---------     ----------

       Finished goods                $  22,185     $   20,044
       Work-in-process                  43,192         38,560
       Raw materials                     5,451          7,949
                                      ---------    ----------
                                     $  70,828     $   66,553
                                      =========    ==========

Note 3.     Contingencies

   As of June 28, 2003, 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.

   The Company is engaged in discussions with various parties regarding patent
licensing and cross patent licensing issues. In addition, the Company has
observed that in the current semiconductor industry business environment,


                                       6
<PAGE>

companies have become more aggressive in asserting and defending patent claims
against competitors. While the Company will continue to vigorously defend its
intellectual property rights, the Company may become party to disputes regarding
patent licensing and cross patent licensing. An unfavorable outcome regarding
one of these matters could have a material adverse effect on the Company's
business and operating results.

Note 4.     Comprehensive Income

   The following are the components of comprehensive income:

<TABLE>
<CAPTION>

(In thousands)                                  Three Months Ended              Six Months Ended
                                             June 28,        June 29,        June 28,        June 29,
                                               2003            2002            2003            2002
                                             --------        --------        --------        --------

<S>                                          <C>             <C>             <C>             <C>
Net income                                   $  9,262        $ 11,200        $ 19,265        $ 19,403

Other comprehensive loss:
Foreign currency translation adjustment            (7)            (26)            (11)            (27)
Pension liability adjustment                     --              --                 1            --
                                             --------        --------        --------        --------

Total other comprehensive loss                     (7)            (26)            (10)            (27)

Comprehensive income                         $  9,255        $ 11,174        $ 19,255        $ 19,376
                                             ========        ========        ========        ========
</TABLE>

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 is 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

    In November 2002, the Emerging Issues Task Force (EITF) issued EITF Issue
No. 00-21, "Revenue Arrangements with Multiple Deliverables," which provides
guidance on the timing and method of revenue recognition for sales arrangements
that include the delivery of more than one product or service. EITF 00-21 is
effective prospectively for arrangements entered into in fiscal periods
beginning after June 15, 2003. The Company does not expect that the adoption of
EITF 00-21 will have a significant impact on its consolidated financial
statements.

   In May 2003, the FASB issued Statement Number 150 "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity" (SFAS
150). This Statement establishes standards for classifying and measuring as
liabilities certain financial instruments that embody obligations of the issuer
and have characteristics of both liabilities and equity. SFAS 150 generally
requires liability classification for two broad classes of financial
instruments: (1) instruments that represent, or are indexed to, an obligation to
buy back the issuer's shares, and (2) obligations that can be settled in shares,
but are subject to certain conditions. SFAS 150 applies to all financial
instruments created or modified after May 31, 2003, and to other instruments at
the beginning of the first interim period beginning after July 1, 2003. As the
Company has not created or modified any financial instruments since the
effective date of SFAS 150, the Company does not believe this Statement will
have a material impact on its financial statements.


                                       7
<PAGE>

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

Results of Operations

   Net sales for the second quarter of 2003 were $88.2 million compared to $94.9
million for the second quarter of 2002. Net sales for the first half of 2003
were $186.0 million compared to $178.5 million for the first half of 2002. The
outbreak of SARS in Asia had a significant negative impact on the Company's
business in the second quarter as more than 70% of the Company's business is
generated from Asia. Nevertheless, the Company was still able to increase
bookings for the third consecutive quarter. The book-to-bill ratio for the
second quarter was greater than one and improved 14 basis points from the first
quarter, resulting in an increase in the backlog by more than 13%. The Company
sees no signs of inventory build-up either at the distributors or at the end
customers. It is becoming more and more common for the Company's major OEM and
contract manufacturer customers to request the Company to consign and hold
inventory for them. This creates additional challenges for the demand
forecasting at the factories and has resulted in a required increase in the
Company's die bank inventory. The portable computer market remains
consumer-driven. Therefore, the Company does not anticipate any significant
increase in the near term in corporate information technology spending. The
Company expects slight improvement from quarter to quarter in the second half of
2003; however, customers continue to place orders for the near term and
visibility remains uncertain.

   Gross profit as a percentage of net sales in the second quarter of 2003 was
31%, the same as in the second quarter of 2002. Gross profit as a percentage of
net sales in the first half of 2003 was 30%, also the same as in the first half
of 2002. The improvement in the second quarter of 2003 over the first quarter of
2003 was a result of a reduction in subcontract manufacturer's expenses and the
Company's continuing cost reduction programs. These factors overcame the
substantial pricing pressures that the Company experienced during the second
quarter, which were even larger than in the first quarter.

   Research and development expenses were $5.0 million for the second quarter of
2003 compared to $5.5 million for the second quarter of 2002, a 9% decrease.
Research and development expenses were $9.7 million for the first half of 2003
compared to $10.2 million for the first half of 2002, a 5% decrease. The
decrease in research and development expenses was mainly due to the Company's
continued effort to implement cost control programs. The Company has not reduced
its funding for new technology developments and new product introductions.
During the second quarter of 2003, the Company introduced 57 new products. The
Company continues to strive to turn the process developments into cost-effective
and efficient power management solutions. Among other things, these solutions
provide for components that take up less space and allow for longer battery
life. At the same time, the Company believes its cost reduction programs and
improving manufacturing efficiencies have well positioned the Company to
penetrate further into power management applications in the telecommunications,
portable computer, consumer, industrial, and automotive markets. To complement
this strategy, the Company continuously endeavors to become more flexible in its
execution to meet the challenging needs of the customers.

   Selling, marketing, and administration expenses were $11.1 million for the
second quarter of 2003, the same as in the second quarter of 2002. Selling,
marketing, and administration expenses were $22.1 million for the first half of
2003 compared to $20.7 million for the first half of 2002. The Company's
selling, marketing, and administration expenses as a percentage of net sales
were 13% and 12% for the second quarter of 2003 and 2002, respectively. The
Company's selling, marketing, and administration expenses as a percentage of net
sales were 12% and 11% for the first half of 2003 and 2002, respectively. The
increase in selling, marketing, and administration expenses in 2003 was due to
an increase in sales in the first half of 2003 compared to the first half of
2002. The Company continues its efforts to manage and control costs.

   Interest income for the second quarter of 2003 was $0.6 million, the same as
in the second quarter of 2002. Interest income for the first half of 2003 was
$1.2 million compared to $1.5 million for the first half of 2002. The decrease
in interest income in 2003 was due to lower interest rates as compared to 2002.
All excess cash not immediately needed to fund the Company's operations is
invested in money market funds.

   Other expense was $43,000 for the second quarter of 2003 compared to $0.8
million of other income for the second quarter of 2002. The income in 2002 was
mainly due to foreign exchange gains from revaluation of the Company's assets
held in foreign currencies.

                                       8
<PAGE>

   Income tax expense for the second quarter of 2003 was $2.6 million compared
to $2.9 million for the second quarter of 2002. Income tax expense for the first
half of 2003 was $5.4 million compared to $5.5 million for the first half of
2002. The Company's effective tax rate was 22.0% in the first half of 2003, the
same as in the first half of 2002. The Company expects that the effective tax
rate for 2003 will be 22.0%.

Liquidity and Capital Resources

   At June 28, 2003, the Company had $255.2 million in cash, cash equivalents
and short-term note receivable from affiliate, compared to $212.1 million in
cash, cash equivalents and short-term note receivable from affiliate at December
31, 2002. The increase of $43.1 million was mainly due to the cash generated by
operations in the first half of 2003 and an increase in the payable balance to
affiliates. The cash balance of $185.2 million as of June 28, 2003 was mostly
invested in money market accounts outside the United States. The Company's cash
and profits are expected to be reinvested indefinitely. Any repatriation of
earnings and cash back to the United States would be deemed to be a dividend and
would be subject to U.S. income taxes, state income taxes, and foreign
withholding taxes.

   Net cash provided by operating activities was $51.2 million in the first half
of 2003 compared to $19.1 million in the same period of 2002. The increase in
net cash provided by operating activities for the first half of 2003 was
primarily due to an increase in the payable balance to affiliates. Net affiliate
payables as of June 28, 2003 increased by $17.9 million on December 31, 2002,
mainly due to the timing of cash payments made to unconsolidated affiliates.
Accounts payable as of June 28, 2003 decreased by $2.5 million from December 31,
2002, mainly due to the timing of payments to vendors. Accrued liabilities as of
June 28, 2003 increased by $4.2 million from December 31, 2002, mainly due to a
tax provision made for the income generated in the first half of 2003.

   Net inventories as of June 28, 2003 increased by $4.3 million from December
31, 2002. Raw materials as of June 28, 2003 decreased by $2.5 million from
December 31, 2002 as the Company improved its management of raw material
purchases. Work-in-process as of June 28, 2003 increased by $4.6 million from
December 31, 2002. This increase was mainly in die bank inventory, which
provides better service to customers due to their short order visibility.
Finished goods inventory as of June 28, 2003 increased by $2.1 million from
December 31, 2002, mainly due to an increase in the Company's bookings for
shipments in future periods.

   Net cash used in investing activities was $3.1 million in the first half of
2003 compared to $5.9 million used in investing activities in the same period of
2002. The Company spent $8.1 million on capital expenditures in the first half
of 2003, primarily related to facility upgrades and machinery and equipment. In
December 2002, the Company signed a loan agreement with Vishay, under which
Vishay may, from time to time, borrow from the Company. The borrowing is on a
revolving basis and the agreement expires in January 2005. In June 2003, the
Company received a related party promissory note under the loan agreement for
$70 million from Vishay, which was callable by the Company at any time and bore
an interest rate of 2.75%. As of June 28, 2003, the entire related-party
promissory note was outstanding. The promissory note was fully repaid on July 1,
2003.

   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 the 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 the Company serves, cancellation of orders in the Company's
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, 2002 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.


                                       9
<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

      Not applicable.

Item 4.  Controls and Procedures.

   As of June 28, 2003, an evaluation was performed under the supervision of and
with the participation of the Company's management, including the Company's CEO
and Principal Accounting Officer (PAO), of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based on that
evaluation, the Company's management, including the CEO and PAO, have concluded
that the Company's disclosure controls and procedures were effective to ensure
that all material information required to be disclosed by the Company in this
quarterly report was recorded, processed, summarized and reported within the
time periods specified in Securities and Exchange Commission rules and forms.

      There have been no changes in the Company's internal control over
financial reporting during the quarter ended June 28, 2003 that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.



                                       10

<PAGE>

                           PART II - OTHER INFORMATION

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

      (a)   The registrant's Annual Meeting of Stockholders was held on June 12,
            2003.

      (b)   Not applicable.

      (c)   There were two matters voted on at the Meeting. A brief description
            of each of these matters, and the results of the votes thereon, are
            as follows:

            1.    Election of Directors

                                                                        Broker
                    Nominee                 For           Against       Nonvotes
                    -------                 ---           -------       --------

                    King Owyang          29,144,348       32,557          -0-
                    Christine Heiss      29,131,016       45,889          -0-
                    Mark Segall          29,131,016       45,889          -0-
                    Glyndwr Smith        29,130,995       45,910          -0-
                    Timothy Talbert      29,130,995       45,910          -0-

            2.    Ratification of the appointment of Ernst & Young LLP as the
                  registrant's auditors for the fiscal year ending December 31,
                  2003

                                                                     Broker
                    For            Against         Abstain           Nonvotes
                    ---            -------         -------           --------

                    29,135,548     36,408           4,949              -0-

            (d) Not applicable.

Item 6.  Exhibits and Reports on Form 8-K.

        (a) Exhibits:

            Exhibit 3.3 - Bylaws, as amended effective June 12, 2003

            Exhibit 31.1 - Certification pursuant to Rules 13a-14(a) or
            15d-14(a) under the Securities Exchange Act of 1934, as adopted
            pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Dr. King
            Owyang, Chief Executive Officer

            Exhibit 31.2 - Certification pursuant to Rules 13a-14(a) or
            15d-14(a) under the Securities Exchange Act of 1934, as adopted
            pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - William
            Clancy, Principal Accounting Officer

            Exhibit 32.1 - Certification pursuant to 18 U.S.C. Section 1350, as
            adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -
            Dr. King Owyang, Chief Executive Officer

            Exhibit 32.2 - Certification pursuant to 18 U.S.C. Section 1350, as
            adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -
            William Clancy, Principal Accounting Officer

        (b) Reports on Form 8-K:

            On May 2, 2003, the Company filed a current report under Items 7 and
            9 of Form 8-K announcing its earnings for its first fiscal quarter
            ended March 29, 2003.


                                       11

<PAGE>

                                   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: August 11, 2003                           By: /s/ King Owyang
                                                   ----------------------------
                                                   King Owyang
                                                   President and Chief
                                                   Executive Officer


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



                                       12