SECURITIES AND EXCHANGE COMMISSION

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

                                    FORM 10-Q
(Mark One)
   |X|           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended October 3, 1999

                                       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)

        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 -- 9,959,680  outstanding  shares as of
November 12, 1999.


                                       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 months and
            nine months ended October 3, 1999 and September 27, 1998.          3

            Consolidated balance sheets as
            of October 3, 1999 and December 31, 1998                           4

            Consolidated statements of cash flows for the nine months
            ended October 3, 1999 and September 27, 1998                       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

                  Signature                                                   13


                                       2
<PAGE>

                             SILICONIX INCORPORATED
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
(In  thousands, except per share amounts)                                 Three Months Ended                 Nine Months Ended
                                                                       October 3,     September 27,     October 3,     September 27,
                                                                         1999            1998             1999               1998
                                                                       ---------        ---------        ---------        ---------
<S>                                                                    <C>              <C>              <C>              <C>
Net sales                                                              $ 101,328        $  70,118        $ 273,176        $ 205,739
Cost of sales                                                             58,422           45,126          164,271          134,545
                                                                       ---------        ---------        ---------        ---------

Gross profit                                                              42,906           24,992          108,905           71,194

Operating expenses:
Research and development                                                   4,237            3,972           12,244           12,832
Selling, marketing, and administration                                    12,490           13,202           36,086           42,993
Goodwill amortization                                                        114              126              342              229
Restructuring                                                                 --               --               --           19,751

Operating income (loss)                                                   26,065            7,692           60,233           (4,611)
Interest expense                                                            (138)          (1,090)            (867)          (2,372)
Other income (expense) - net                                                 633             (580)            (396)          (1,662)
                                                                       ---------        ---------        ---------        ---------

Income (loss) before taxes and minority interest                          26,560            6,022           58,970           (8,645)
Income taxes                                                              (7,687)          (2,087)         (17,054)           3,066
Minority interest in income of consolidated subsidiary                       (55)             (56)            (166)            (114)
                                                                       ---------        ---------        ---------        ---------

Net income (loss)                                                      $  18,818        $   3,879        $  41,750        $  (5,693)
                                                                       =========        =========        =========        =========

Net income (loss) per share (basic and diluted)                        $    1.89        $     .39        $    4.19        $    (.57)
                                                                       =========        =========        =========        =========

Shares used to compute earnings per share                                  9,960            9,960            9,960            9,960
                                                                       =========        =========        =========        =========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

                             SILICONIX INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
(In thousands, except share data)                           October 3,  December 31,
                                                              1999         1998
                                                            ---------    ---------
<S>                                                         <C>          <C>
Assets
Current assets:
     Cash and cash equivalents                              $  22,194    $  37,694
     Accounts receivable, less allowances                      52,870       35,559
     Accounts receivable from affiliates                       66,713        9,917
     Inventories                                               50,141       49,421
     Other current assets                                       6,490        8,867
     Deferred income taxes                                     15,182       15,182
                                                            ---------    ---------

          Total current assets                                213,590      156,640
                                                            ---------    ---------

Property, plant, and equipment, at cost:
     Land                                                       1,715        1,576
     Buildings and improvements                                47,814       47,962
     Machinery and equipment                                  286,843      266,525
                                                            ---------    ---------

                                                              336,372      316,063
     Less accumulated depreciation                            187,856      165,677
                                                            ---------    ---------

          Net property, plant, and equipment                  148,516      150,386

Goodwill                                                        8,476        8,820
Other assets                                                      924        1,413
                                                            ---------    ---------

Total assets                                                $ 371,506    $ 317,259
                                                            ---------    ---------

Liabilities and Shareholders' Equity
  Current liabilities:
     Accounts payable                                       $  16,129    $  23,947
     Accounts payable to affiliates                            78,258       29,192
     Accrued payroll and related compensation                  11,023       11,694
     Accrued restructuring charge                               3,046        5,352
     Accrued liabilities                                       46,512       32,803
                                                            ---------    ---------

          Total current liabilities                           154,968      102,988
                                                            ---------    ---------

Long-term related party debt                                   10,570       50,570
Long-term debt, less current portion                            1,598        1,221
Deferred income taxes                                           9,170        9,170
Minority interest                                               3,268        3,170
                                                            ---------    ---------

     Total liabilities                                        179,574      167,119
                                                            ---------    ---------
Commitment and contingencies
Shareholders' equity
     Common stock                                                 100          100
     Additional paid-in-capital                                59,552       59,536
     Retained earnings                                        133,034       91,285
     Accumulated other comprehensive  loss                       (754)        (781)
                                                            ---------    ---------

          Total shareholders' equity                          191,932      150,140
                                                            ---------    ---------

Total liabilities and shareholders' equity                  $ 371,506    $ 317,259
                                                            =========    =========
</TABLE>

           See accompanying Notes to Consolidated Financial Statements


                                       4
<PAGE>

                             SILICONIX INCORPORATED
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                     Nine Months Ended
                                                                  October 3,  September 27,
(In thousands)                                                      1999        1998
                                                                  --------    --------
<S>                                                               <C>         <C>
Cash flows from operating activities:
Net income (loss)                                                 $ 41,750    $ (5,693)
Adjustments to reconcile net income (loss) to net cash provided
(used) by operating activities:
     Depreciation and amortization                                  22,523      19,607
     Deferred income taxes                                              --      (5,681)
     Undistributed earnings from joint venture                          --        (970)
     Payment of pension benefits                                        --         (96)
     Restructuring                                                  (2,306)     12,530
     Other non-cash  expenses                                          377         351
     Changes in operating assets and liabilities:
          Accounts receivable                                      (17,311)     19,641
          Accounts receivable from affiliates                      (56,797)       (802)
          Inventories                                                 (720)     (5,636)
          Other assets                                               2,377       1,344
          Minority Interest                                             67         115
          Accounts payable                                          (7,818)    (13,808)
          Accounts payable to affiliates                            42,847      10,800
          Accrued liabilities                                       12,759      (1,954)
                                                                  --------    --------

Net cash provided by operating activities                           37,748      29,748
                                                                  --------    --------

Cash flows from investing activities:
     Purchase of property, plant, and equipment                    (20,396)    (23,581)
     Retirement of property, plant, and equipment                       87          --
     Sale of Asia Subsidiaries                                       6,152          --
     Cash acquired from purchase of business                            --         977
     Short-term investment with affiliate                               --       8,586
     Sale of other assets                                              489         111
                                                                  --------    --------

Net cash used in investing activities                              (13,668)    (13,907)
                                                                  --------    --------

Cash flows from financing activities:
     Repayment of long-term debt                                   (40,000)         --
     Proceeds from long-term debt                                      377
     Repayment of debt                                                  --      (3,117)
     Proceeds from related party debt                                   --       5,000
     Proceeds from restricted common stock                              16          --
                                                                  --------    --------

Net cash provided (used) in financing activities                   (39,607)      1,883
                                                                  --------    --------

Effect of exchange rate changes on cash and cash equivalents            27           4
                                                                  --------    --------

Net increase (decrease) in cash and cash equivalents               (15,500)     17,728
Cash and cash equivalents:
Beginning of period                                                 37,694      10,249
                                                                  --------    --------

End of period                                                     $ 22,194    $ 27,977
                                                                  ========    ========
</TABLE>

           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  accruals)  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, 1998 consolidated
financial  statements and notes thereto. The results of operations for the first
nine months of 1999 are not necessarily indicative of the results to be expected
for the full year.

Note 2.           Inventories

         The components of inventory consist of the following:

                                   October 3,               December 31,
                                         1999                      1998
                                    ---------                  ----------
                                               (In thousands)

         Finished goods             $   7,938                  $   10,627
         Work-in-process               36,874                      32,348
         Raw materials                  5,329                       6,446
                                    ---------                  ----------
                                    $  50,141                  $   49,421
                                    ---------                  ----------

Note 3.           Restructuring Expense

         The Company  incurred a pre-tax  restructuring  charge of $19.8 million
relating  to the  acquisition  on March 2,  1998 of the  80.4%  interest  in the
Company by Vishay. Of the total, approximately $12.6 million related to employee
termination  costs covering  seven key executives and 72 technical,  production,
and administrative  employees.  The remaining $7.2 million  restructuring charge
relates to provisions  for certain  assets,  contract  cancellations,  and other
expenses.  As of October 3, 1999,  77  employees  have been  terminated  and the
Company  settled  $11.6 million in costs,  of  which  $9.7 million were paid and
$1.9  million  were  written  off. In  addition,  $5.2  million has been charged
against the  restructuring  liability for the  write-down of certain  assets and
other expenses. At October 3, 1999, restructuring charges of $3.0 million remain
accrued,   primarily  relating  to  employee   termination  costs  and  contract
cancellations.  The Company anticipates that it will substantially  complete the
remainder of its restructuring by the end of 1999.


                                       6
<PAGE>

Note 4.           Contingencies

         The  Company  is  party to two  environmental  proceedings.  The  first
involves  property that the Company  vacated in 1972.  The  California  Regional
Water Quality Board  ("RWQCB")  issued a cleanup and abatement order to both the
Company and the current owner of the property.  The Company subsequently reached
a settlement  of this matter with the current  owner in which the current  owner
indemnifies  the  Company  against  any  liability  that  may  arise  out of any
governmental  agency  actions  brought  for  environmental  cleanup of the site,
including  liability arising out of the current cleanup and abatement order. The
second  proceeding  involves the Company's  current facility in Santa Clara. The
RWQCB  issued  a  clean  up  and  abatement  order  based  on the  discovery  of
contamination  of both the soil and the  groundwater  on the property by certain
chemical  solvents.  The Company is currently engaged in certain remedial action
and has accrued  $750,000 as its best  estimate of future costs  related to this
matter.

         In  management's  opinion,  based on discussion  with legal counsel and
other considerations, the ultimate resolution of the above-mentioned matters are
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  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.

Note 5.        Recently Issued Accounting Pronouncements

         In  June  1998,  the  FASB  released  SFAS  No.  133,  "Accounting  for
Derivative  Instruments  and Hedging  Activities."  SFAS No. 133 establishes new
standards  for the  accounting  and  reporting for  derivative  instruments  and
hedging  activities.  SFAS  No.  133  requires  that an  entity  recognizes  all
derivatives  as either  assets or  liabilities  in the  statement  of  financial
position  and  measures  those  instruments  at fair  value.  The  statement  is
effective for all fiscal quarters of fiscal years beginning after June 15, 2000.
The  Company is still in the process of  assessing  the impact that SFAS No. 133
will have on its financial statements.

Note 6.        Comprehensive Income

          As of January 1, 1998, the Company  adopted the Statement of Financial
Accounting  Standard No. 130,  "Reporting  Comprehensive  Income".  SFAS No. 130
establishes new rules for the reporting and display of comprehensive  income and
its  components;  however  adoption  of  this  statement  had no  impact  on the
Company's  net income or  shareholders'  equity.  SFAS No. 130 requires  foreign
currency translation  adjustments to be included in other comprehensive  income.
Prior to  adoption,  unrealized  gains or losses  related  to  foreign  currency
translation  adjustments were reported as a separate  component of shareholders'
equity.

The following are the components of comprehensive income:

<TABLE>
<CAPTION>
(In thousands)                               Three Months Ended              Nine Months Ended
                                          October 3,  September 27,     October 3,   September 27,
                                            1999        1998              1999          1998
<S>                                       <C>         <C>               <C>         <C>
Net income(loss)                          $ 18,818    $  3,879          $ 41,750    $ (5,693)
Foreign currency translation adjustment         34        (143)               27        (118)

Comprehensive income(loss)                  18,852       3,736            41,777      (5,811)
The component of accumulated
Comprehensive income, is as follows:
Foreign currency translation adjustment   $   (754)   $   (697)         $   (754)   $   (697)
</TABLE>



                                       7
<PAGE>

Note 7.               Segment Reporting

         The  Company is engaged  primarily  in the  designing,  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,  shared  production  processes and
distribution  channels have been aggregated to one reportable  operating segment
under the criteria of Statement of Financial  Accounting  Standards ("SFAS") No.
131, "Disclosures about Segments of an Enterprise and Related Information".

Note 8.           Foreign Exchange Forward Contracts

         In September  1999, the Company entered into foreign  currency  forward
exchange  contracts  to manage  exposure  related  to certain  foreign  currency
commitments  and balance sheet  positions.  Foreign  currency  forward  exchange
contracts  designated  as effective  hedges of firm  commitments  are treated as
hedges for accounting purposes. Gains and losses related to qualified accounting
hedges of firm commitments are deferred and recognized in income when the hedged
transaction  occurs.  At  October  3, 1999 the  notional  amount of  outstanding
foreign currency forward  exchange  contracts was $15,433,000.  All of the total
outstanding  contracts  at  October  3,  1999  were  to  hedge  yen  denominated
commitments from customers in Japan.

Note 9.           Sale of Asia Pacific Subsidiaries

         In May 1999, Vishay Asia Pte. Ltd. (VAPL), a wholly owned subsidiary of
Siliconix,   entered   into  a  sale  and   purchase   agreement   with   Vishay
Intertechnology  Pte Ltd.  (VIAPL),  a wholly owned  subsidiary of Vishay.  VAPL
transferred the business and benefit of all current contracts and engagements of
VAPL and all  other  assets  and  liabilities  to VIAPL for the cash sum of $5.8
million.  In addition,  Siliconix,  Inc. sold its  ownership  interest in Vishay
Japan KK to VIAPL for cash of $0.4 million.  The transaction resulted in no gain
or loss to Siliconix  and had no impact on  operating  income.  Receivables  and
payables  which   historically   have  been  eliminated  in   consolidation   as
intercompany  balances now are  reflected as  receivables  and payables from the
affiliated Vishay entities.


                                       8
<PAGE>

Item 2.

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

Overview

         Siliconix (the "Company") is engaged in designing,  manufacturing,  and
marketing  power and analog  semiconductor  products.  The  Company is a leading
manufacturer of Power MOSFETs,  Power ICs, and analog Signal Processing  devices
for computers, cell phones, fixed communication networks,  automobiles and other
electronic systems.  Power MOSFET is the producer of low-voltage,  surface-mount
Power  MOSFET  products  primarily  used for the  communication,  computer,  and
automotive  markets.  Power IC  focuses  on Power  Integrated  Circuits  used in
communication and data storage  applications.  Signal Processing  manufactures a
wide array of commodity products such as Analog Switches, Low Power MOSFETs, and
JFETs for industrial and consumer markets.

         Siliconix  is a global  semiconductor  manufacturing  company with 1998
worldwide sales of $282.3 million.  The Company manufactures power products in a
Class-1 six inch wafer fab in Santa Clara,  California and through subcontracted
wafer fabrication in Itzehoe,  Germany. Analog switches and multiplexer products
are  fabricated  in the  four-inch  wafer  fab in  Santa  Clara,  California.  A
subcontractor  in  Beijing,   China  manufactures  the  Company's  small  signal
transistor  products.  The Company  also owns  assembly and test  facilities  in
Kaoshiung,  Taiwan and  Shanghai,  China.  These Company  owned  facilities  are
supported by additional  manufacturing  capacity at  subcontractors  in Germany,
Philippines,  China and the United States. The Company's combination of internal
and  external  manufacturing  capacity  gives  it a truly  global  manufacturing
presence,  allowing the Company to respond quickly to changes in customer demand
as well as allowing the Company added flexibility during economic downturns. The
Company will  continue to rely heavily on  subcontractors  in its  manufacturing
strategy  as it allows  Siliconix  to take  advantage  of  incremental  capacity
without the burden of a significant increase in the fixed cost infrastructure.

Results of Operations

         Revenues for the third quarter of 1999 were a record of $101.3  million
compared  to $70.1 for the third  quarter of 1998.  Revenues  for the first nine
months of 1999 were $273.2 million, compared to $205.7 million in the first nine
months of 1998. The significant  increase in revenues is mainly due to increased
sales in all geographic regions due to increased demand in the telecommunication
and computer  market  segments.  The Asia  Pacific  region has  experienced  the
largest increase in revenues due to the recovery of the Asian economy as well as
strong  demand out of our major OEM's in the region.  The backlog for the fourth
quarter remains strong as the Company's  focus on and strategic  position in the
portable communication and computer markets has positioned us well in these fast
growing market segments.

         Gross profit for the first nine months of 1999 was 40%, compared to 35%
in the first nine  months of 1998.  Gross  Profit for the third  quarter was 42%
compared  with 36% for the same  quarter of 1998.  The  increase  in margins was
driven primarily by manufacturing  efficiencies  gained from full utilization of
the Company's existing manufacturing capacity, raw material price reductions, as
well as a product  mix shift  during  the first  part of 1999 to  smaller,  more
profitable  products.  While the Company is  continuing  to  experience  pricing
pressures  for its  products,  the level of price decline has slowed down due to
strong  demand for the Company's  higher  margin  products as well as short-term
capacity  constraints.  Nevertheless,  in an effort to  preserve  the  Company's
operating results in light of continued downward pressure on prices, the Company
will continue to aggressively  implement its cost reduction  programs as well as
focus its investment in new products, which tend to have higher margins.

         Research and development  expenses  decreased to $12.2 million or 4% of
sales in the first nine months of 1999 from $12.8 million or 6% of sales for the
same period of 1998.  The  decrease  was the result of a $0.8  million  one-time
charge in the first half of 1998 from  Daimler-Benz for prior joint  development


                                       9
<PAGE>

projects.  For the third  quarter of 1999,  research  and  development  was $4.2
million  compared to $4.0 million for same quarter of 1998. The 1999 investments
in research and development  will allow the Company to release more new products
than 1998. The Company  believes it is critical to continue to make  significant
investments in research and development to ensure the availability of innovative
technology  that meets the current  and future  requirements  of its  customers.
Accordingly,  the  Company  expects  in  future  years  to  continue  to  devote
substantial resources to research and development programs.

         Selling,  marketing,  and  administration  expenses  decreased to $36.1
million or 13% of sales in the first nine  months of 1999 from $43.0  million or
21% of sales for the same period of 1998.  The Company has  continued to benefit
from its restructuring  plan implemented in 1998. For the third quarter of 1999,
selling,  marketing,  and administration expenses were $12.5 million compared to
$13.2 million for same quarter of 1998. While the Company's  selling,  marketing
and  administration  expenses  are expected to rise over the year to support the
Company's  increasing  revenue  base,  the 1999  expenses are expected to remain
significantly below the 1998 level.

         The Company  incurred a pre-tax  restructuring  charge of $19.8 million
relating  to the  acquisition  on March 2,  1998 of the  80.4%  interest  in the
Company by Vishay. Of the total, approximately $12.6 million related to employee
termination  costs covering  seven key executives and 72 technical,  production,
and administrative  employees.  The remaining $7.2 million  restructuring charge
relates to provisions  for certain  assets,  contract  cancellations,  and other
expenses. As of April 4, 1999, 77 employees have been terminated and the Company
settled  $11.6  million  in costs,  of which,  $9.6  million  were paid and $1.9
million were written off. In addition, $5.2 million has been charged against the
restructuring liability for the write-down of certain assets and other expenses.
At October 3,  1999,  restructuring  charges  of $3.0  million  remain  accrued,
primarily relating to employee termination costs and contract cancellations. The
Company  anticipates  that it will  substantially  complete the remainder of its
restructuring by the end of 1999.

         In May 1999, Vishay Asia Pte. Ltd. (VAPL), a wholly owned subsidiary of
Siliconix,   entered   into  a  sale  and   purchase   agreement   with   Vishay
Intertechnology  Pte Ltd.  (VIAPL),  a wholly owned  subsidiary of Vishay.  VAPL
transferred the business and benefit of all current contracts and engagements of
VAPL and all  other  assets  and  liabilities  to VIAPL for the cash sum of $5.8
million.  In addition,  Siliconix,  Inc. sold its  ownership  interest in Vishay
Japan KK to VIAPL for cash of $0.4 million.  The transaction resulted in no gain
or loss to Siliconix  and had no impact on  operating  income.  Receivables  and
payables  which   historically   have  been  eliminated  in   consolidation   as
intercompany  balances now are  reflected as  receivables  and payables from the
affiliated Vishay entities.

         In September  1999, the Company entered into foreign  currency  forward
exchange  contracts  to manage  exposure  related  to certain  foreign  currency
commitments  and balance sheet  positions.  Foreign  currency  forward  exchange
contracts  designated  as effective  hedges of firm  commitments  are treated as
hedges for accounting purposes. Gains and losses related to qualified accounting
hedges of firm commitments are deferred and recognized in income when the hedged
transaction  occurs.  At  October  3, 1999 the  notional  amount of  outstanding
foreign currency forward  exchange  contracts was $15,433,000.  All of the total
outstanding  contracts  at  October  3,  1999  were  to  hedge  yen  denominated
commitments from customers in Japan.

         Income tax expense for the first nine months of 1999 increased by $20.1
million from the same period of 1998 due to the increase in earnings before tax.


Liquidity and Capital Resources

         Cash and cash equivalents  decreased by $15.5 million from December 31,
1998. The Company has significantly  reduced its debt by $40 million towards the
promissory notes to Vishay at the end of September 1999. Subsequent to the third
quarter, the Company repaid an additional $4.0 million of its debt. Furthermore,
the Company incurred  expenditures in its normal course of business in the first
nine months of 1999, which includes capital, royalty payments,  commissions, and
yearly management and employee bonuses.  Management  believes that the cash flow
from  operations  and existing lines of credit with Vishay will be sufficient to
meet its normal operating requirements and to fund its research and development,
capital and restructuring activities.


                                       10
<PAGE>

         Accounts receivable increased by $17.3 million or 49% from December 31,
1998  primarily due to the increase in revenues.  Revenues for the third quarter
of 1999 were $101.3 million,  compared with $76.6 million for the fourth quarter
of 1998.

         Net  affiliate  accounts  receivable/payable  decreased by $7.7 million
from  December  31,  1998  mainly  due to  the  timing  of  cash  received  from
unconsolidated affiliates.  Intercompany balances for Asia previously eliminated
during consolidation are now classified as Affiliate payables/receivables due to
the sale of the Asia subsidiaries.

         Inventories  increased  by $0.7  million or 1% from  December  31, 1998
primarily as a result of an increase in work-in-process  inventories required to
support  the  increased  capacities  in  production  volumes  called  for by the
Company's higher revenue levels and for faster customer  responsiveness  as lead
times are shortened.  Finished Goods and Raw Materials decreased by $2.7 million
and $1.1 million respectively from December 31, 1998 due to strong demand of the
Company's  products as well as programs to reduce the amount of raw materials on
hand by moving to a more just-in-time delivery system.

         Capital  expenditures  were $20.4  million in the first nine  months of
1999,  compared to $23.6 million in the same period of 1998. These  expenditures
related to the continuation of the Company's  capacity expansion plan as well as
the  investment in equipment to support the Company's new  technology  products.
The new equipment has assisted in increased  manufacturing  capacities  that the
company has  experienced in the first nine months of 1999.  Management  believes
that these investments are essential to the future growth of the Company and its
ability to respond quickly to increases in customer demand.  The Company expects
significant capital expenditures in the fourth quarter of 1999.

         Current liabilities increased by $52.0 million or 50% from December 31,
1998 mainly due to the sale of the Asia subsidiaries.  Intercompany balances for
Asia previously  eliminated during consolidation are now classified as Affiliate
payables/receivables.  At October  3,  1999,  the  Company  has $3.0  million of
accrued restructuring costs.

Year 2000
            The Company has a formal,  structured Year 2000 Program and Plan and
is making  consistent  progress in executing  against  this plan.  The Year 2000
Program is the responsibility of the Company  CFO/Administrative  VP who reports
to  the  Company's  CEO.  The  Year  2000  project  team  includes  all  Company
facilities,  locations,  and  organizations as necessary to ensure awareness and
readiness,  and includes regular review and reporting on the status of Year 2000
readiness.

            The Company's Year 2000 Plan includes Information  Technology ("IT")
systems,  Facilities and Utilities,  Manufacturing  equipment and IT interfaces,
and Supply chain management. The Company does not produce products with embedded
systems.

            The  Company  has been Year 2000  ready  since the end of the second
quarter of 1999. The Company has spent approximately $1.1 million to ensure Year
2000 compliance.


SAFE HARBOR STATEMENT

         "Safe Harbor" Statement under the Private Securities  Litigation Reform
Act of 1995: With the exception of historical information, the matters discussed
in this  Form  10-Q  are  forward-looking  statements  that  involve  risks  and
uncertainties including, but not limited to, economic conditions, product demand
and  industry  capacity,   competitive   products  and  pricing,   manufacturing
efficiencies,  new  product  development,  availability  of  raw  materials  and
critical  manufacturing  equipment,  the regulatory and trade  environment,  and
other risks indicated in filings with the Securities and Exchange Commission.



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                                   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: November 12, 1999                     By: /s/King Owyang
                                                --------------
                                                King Owyang
                                                President and Chief Executive
                                                 Officer


                                            By: /s/Jens Meyerhoff
                                                -----------------
                                                Jens Meyerhoff
                                                Chief Financial Officer


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