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 September 29, 2001


                                      OR

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

      For the transition period from __________ to __________


                                     0-3698
                             ----------------------
                             Commission File Number


                             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 November
13, 2001.



<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 nine months ended September 29, 2001
          and October 1, 2000 ..............................................3

          Consolidated Balance Sheets as of September 29,
          2001 and December 31, 2000 .......................................4

          Consolidated Statements of Cash Flows for the
          nine months ended September 29, 2001 and October
          1, 2000 ..........................................................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

          Item 1   Legal Proceedings ......................................12

          Item 6   Exhibits and Reports on Form 8-K .......................12

          Signatures ......................................................13


                                        2

<PAGE>

                        PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements.


                            SILICONIX INCORPORATED
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)

<TABLE>
<CAPTION>
(In thousands, except per share amounts)                                Three Months Ended                Nine Months Ended
                                                                  September 29,      October 1,       September 29,     October 1,
                                                                       2001            2000               2001             2000
                                                                    ---------        ---------        ---------        ---------
<S>                                                                 <C>              <C>              <C>              <C>
Net sales                                                           $  67,478        $ 126,738        $ 228,903        $ 361,540
Cost of sales                                                          53,866           68,936          167,719          195,388
                                                                    ---------        ---------        ---------        ---------

Gross profit                                                           13,612           57,802           61,184          166,152

Operating expenses:
Research and development                                                4,151            5,445           13,137           16,174
Selling, marketing, and administration                                 11,753           14,387           33,378           41,968
Goodwill amortization                                                     114              113              344              342
                                                                    ---------        ---------        ---------        ---------

Operating income (loss)                                                (2,406)          37,857           14,325          107,668
Interest income - net                                                   1,291            1,649            4,855            3,626
Other income (expense) - net                                                6           (1,578)              (5)          (2,471)
                                                                    ---------        ---------        ---------        ---------

Income (loss) before taxes and minority interest                       (1,109)          37,928           19,175          108,823
Income benefit (tax)                                                      291           (8,530)          (4,549)         (24,772)
Minority interest in income of consolidated subsidiary                    (59)             (60)            (178)            (178)
                                                                    ---------        ---------        ---------        ---------
Net income (loss)                                                   $    (877)       $  29,338        $  14,448        $  83,873
                                                                    =========        =========        =========        =========

Net income (loss) per share (basic and diluted)                     $   (0.03)       $    0.98        $    0.48        $    2.81
                                                                    =========        =========        =========        =========

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>

                            SILICONIX INCORPORATED
                         CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)


                                                   September 29,    December 31,
(In thousands)                                         2001           2000 (1)
                                                    ----------        ---------
Assets
Current assets:
  Cash and cash equivalents                         $  160,789        $ 134,265
  Accounts receivable, less allowances                  31,605           61,381
  Accounts receivable from affiliates                   11,582           26,604
  Inventories                                           66,129           67,384
  Other current assets                                  15,275           14,476
  Deferred income taxes                                 10,152           10,152
                                                    ----------        ---------
    Total current assets                               295,532          314,262
                                                    ----------        ---------

Property, plant, and equipment, at cost:
  Land                                                   1,715            1,715
  Buildings and improvements                            52,473           50,669
  Machinery and equipment                              365,636          341,271
                                                    ----------        ---------
                                                       419,824          393,655

  Less accumulated depreciation                        241,220          212,477
                                                    ----------        ---------
    Net property, plant, and equipment                 178,604
                                                                        181,178
Goodwill                                                 7,560            7,903

Other assets                                               421              558
                                                    ----------        ---------

    Total assets                                    $  482,117        $ 503,901
                                                    ==========        =========

Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable                                  $   18,422        $  45,441
  Accounts payable to affiliates                        37,552           33,864
  Accrued payroll and related compensation               6,814           10,114
  Other accrued liabilities                             22,958           34,753
                                                    ----------        ---------

    Total current liabilities                           85,746          124,172
                                                    ----------        ---------


Long-term debt, less current portion                     1,919            1,813
Deferred income taxes                                   52,462           50,582
Minority interest                                        3,666            3,488
                                                    ----------        ---------

    Total liabilities                                  143,793          180,055
                                                    ----------        ---------

Stockholders' equity:
  Common stock                                             299              299
  Additional paid-in-capital                            59,370           59,362
  Retained earnings                                    279,455          265,007
  Accumulated other comprehensive loss                   (800)            (822)
                                                    ----------        ---------

    Total stockholders' equity                         338,324          323,846
                                                    ----------        ---------
    Total liabilities and stockholders' equity      $  482,117        $ 503,901
                                                    ==========        =========


See accompanying Notes to Consolidated Financial Statements.

----------

(1)  The balance sheet at December 31, 2000 has been derived from the audited
     financial statements at that date but does not include all the information
     and footnotes required by generally accepted accounting principles for
     complete financial statements.


                                       4
<PAGE>

                             SILICONIX INCORPORATED
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        Nine Months Ended
                                                                    September 29,     October 1,
(In thousands)                                                          2001             2000
                                                                    ------------      ----------
<S>                                                                  <C>              <C>
Cash flows from operating activities:
Net income                                                           $  14,448        $  83,873
Adjustments to reconcile net income to
  net cash provided by operating activities:
    Depreciation and amortization                                       31,013           20,491
    Deferred income taxes                                                1,880              --
    Payment of pension benefits                                             --             (222)
    Restructuring                                                           --           (1,655)
    Other non-cash expenses                                                103              422
    Changes in assets and liabilities, net of acquisitions:
      Accounts receivable                                               29,776          (20,022)
      Accounts receivable from affiliates                               15,022           (9,861)
      Inventories                                                        1,255           (6,069)
      Other assets                                                      (1,629)          (5,992)
      Accounts payable                                                 (27,019)           3,442
      Accounts payable to affiliates                                     3,688            4,312
      Accrued liabilities                                              (14,917)          14,713
                                                                     ---------        ---------
Net cash provided by operating activities                               53,620           83,432
                                                                     ---------        ---------
Cash flows from investing activities:
Purchase of property, plant, and equipment                             (27,131)         (35,690)
Short term investment with affiliate                                        --           (6,000)
Proceeds from sale of property, plant, and equipment                         5               --
                                                                     ---------        ---------
Net cash used in investing activities                                  (27,126)         (41,690)
                                                                     ---------        ---------
Cash flows from financing activities:
Proceeds from restricted common stock                                        8                6
                                                                     ---------        ---------
Net cash provided by financing activities                                    8                6
                                                                     ---------        ---------

Effect of exchange rate changes on cash and cash equivalents                22              (86)
                                                                     ---------        ---------

Net increase in cash and cash equivalents                               26,524           41,662

Cash and cash equivalents:
Beginning of period                                                    134,265           26,876
                                                                     ---------        ---------
End of period                                                        $ 160,789        $  68,538
                                                                     =========        =========
</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 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, 2000 consolidated  financial
statements and notes  thereto.  The results of operations for the three and nine
months of 2001 are not necessarily  indicative of the results to be expected for
the full year.

         On February 22, 2001, Vishay Intertechnology, Inc., (Vishay) which owns
80.4%  of  the  Company,  announced  its  proposal  to  purchase  all  remaining
outstanding  shares of common stock of the Company not already  owned by Vishay.
Subsequently,  the  Company  appointed  a  Special  Committee  of the  Board  of
Directors  consisting  of two outside  directors  of the Company to evaluate the
proposed offer and to report its conclusions to the full Board of Directors.  In
May 2001,  Vishay  commenced a tender offer to exchange 1.5 shares of its common
stock for each share of common stock of the Company that it did not already own,
or 5,849,040  shares.  The offer was conditioned on there being validly tendered
and not  withdrawn  a majority  of such  shares  (2,924,521  shares).  The offer
remained open for approximately six weeks but expired with only 2,347,200 shares
having been tendered.  Accordingly, Vishay did not purchase any Siliconix shares
pursuant to the tender  offer.  The Special  Committee of the Board of Directors
has been dissolved.


Note 2.  Inventories

         The components of inventory are as follows:

         (In thousands)                    September 29,    December 31,
                                                2001            2000
                                              --------        --------
         Finished goods                       $ 16,172        $ 23,469
         Work-in-process                        42,829          32,646
         Raw materials                           7,128          11,269
                                              --------        --------
                                              $ 66,129        $ 67,384
                                              --------        --------

Note 3.  Contingencies

         In 2000, the Company was 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 owner of the property at
that time. 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 then owner of the
property. The settlement provides that such 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.


                                       6
<PAGE>


         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.

         In May 2001,  the Delaware Court of Chancery  consolidated  the several
purported class action  complaints  described in the Company's  previously filed
Form 10-Q for the period  ended March 31, 2001.  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 has 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.

         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
its results of operations.


Note 4.  Comprehensive Income (Loss)

The following are the components of comprehensive income (loss):

<TABLE>
<CAPTION>
(In thousands)                                Three Months Ended      Nine Months Ended
                                              Sept 29,     Oct 1,     Sept 29,    Oct 1,
                                                2001        2000       2001       2000
                                              -------     --------    --------   --------
<S>                                           <C>         <C>         <C>        <C>
Net income (loss)                             $  (877)    $ 29,339    $ 14,448   $  83,873

Other comprehensive income (loss):
Foreign currency translation adjustment            (1)         (17)        (22)         86
                                              -------     --------    --------   --------

Total other comprehensive income (loss)            (1)         (17)        (22)         86

Comprehensive income (loss)                   $  (878)    $ 29,322    $ 14,426   $  83,959
                                              ========    ========    ========   =========
</TABLE>





                                       7
<PAGE>


Note 5.  Segment Reporting

         The  Company  is  engaged  primarily  in  designing,   marketing,   and
manufacturing 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 into one reportable segment.


Note 6.  Earnings (Loss) Per Share

         Basic  earnings  (loss) per common share are computed by using weighted
average common shares outstanding during the period. Diluted earnings (loss) per
common  share  incorporate  the  incremental  shares  issuable  upon the assumed
exercise of stock  options  when  diluted.  As the Company has no stock  options
outstanding, basic and diluted earnings (loss) per share are the same.


Note 7.  Pending Accounting Pronouncements

         On June 29,  2001,  the  Financial  Accounting  Standards  Board (FASB)
unanimously   approved  the  issuance  of  Statements  of  Financial  Accounting
Standards  No.  141,  "Business  Combinations"  (Statement  141),  and No.  142,
"Goodwill  and  Other  Intangible  Assets"  (Statement  142).  These  Statements
drastically  change the  accounting  for business  combinations,  goodwill,  and
intangible  assets.  Statement 141 eliminates the pooling of interests method of
accounting for business combinations except for qualifying business combinations
that were initiated prior to July 1, 2001. The requirements of Statement 141 are
effective for any business combination accounted for by the purchase method that
was completed after June 30, 2001.

         Statement 142 supersedes APB Opinion No. 17, "Intangible Assets," which
required that  goodwill and  intangible  assets be amortized  over a life not to
exceed forty years. Under Statement 142, amortization of goodwill is prohibited.
Instead,  it is tested at least  annually for  impairment at the reporting  unit
level.  With respect to goodwill and intangible assets acquired prior to July 1,
2001, the  amortization  provisions of APB Opinion No. 17 will continue to apply
to the Company until Statement 142 becomes effective. The Company is required to
adopt  Statement 142 in the fiscal year  beginning  after December 15, 2001. The
adoption  of  Statement  142 will not have a  material  effect on the  Company's
financial position or results of operations.

         In October  2001,  the FASB issued  Statement of  Financial  Accounting
Standards  No. 144,  "Accounting  for the  Impairment  or Disposal of Long-Lived
Assets" (Statement 144). This statement supersedes SFAS No. 121, "Accounting for
the  Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed
Of," and provides a single accounting model for long-lived assets to be disposed
of.  Statement 144 is effective for fiscal years  beginning  after  December 15,
2001,  and interim  periods  within those fiscal years,  with early  application
encouraged. The Company will adopt this statement beginning January 1, 2002.





                                       8
<PAGE>


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

Results of Operations

         Net sales for the third quarter of 2001 were $67.5 million  compared to
$126.7  million  for the third  quarter  of 2000.  Net sales for the first  nine
months of 2001 were $228.9 million compared to $361.5 million for the first nine
months of 2000. The decrease in net sales in 2001 was due to the downturn in the
computer and cellular phone handset markets which resulted in reduced demand for
the Company's  products.  However,  sequentially  in the last two quarters,  the
Company's  book-to-bill  ratio  continued to improve and  bookings  increased in
absolute dollars as well. Much of the improvement in the Company's  bookings was
due to the recent Pentium 4 rollout and demand  increases for components in cell
phones.  Order rates also improved and cancellations  and reschedules  decreased
for the second consecutive  quarter.  In addition,  the Company's turns business
(that is,  orders  that are  shippable  within the same  quarter)  grew from the
second quarter to the third quarter of 2001.

         Gross profit as a percentage  of net sales in the third quarter of 2001
was 20%  compared  to 46% for the  third  quarter  of 2000.  Gross  profit  as a
percentage of net sales in the first nine months of 2001 was 27% compared to 46%
for the first nine  months of 2000.  Margins  remained  under  pressure  despite
significant  overhead  reductions.  Pricing  pressures caused by excess industry
capacity and reduced market demand also affected margins.  The Company continues
to take  substantial  measures to address the challenges of the current business
environment. The Company reduced headcount in North America in manufacturing and
administrative  areas by an additional  5% in the third  quarter of 2001.  These
activities  are  expected  to  have  a  minimal  effect  on the  Company's  core
competencies and are expected to result in additional annualized cost savings of
approximately $3 million. In addition,  the Company has new operational plans in
place to reduce its net  inventory by over 10% from December 31, 2000 and reduce
capital  expenditures  by 50% as compared  to 2000.  All of these  measures  are
designed to  minimize  the  negative  impact of the  continuing  downturn on the
Company's financial performance.

         Research  and  development  expenses  were $4.1  million  for the third
quarter of 2001  compared to $5.4  million for the third  quarter of 2000, a 24%
decrease.  Research and  development  expenses  were $13.1 million for the first
nine months of 2001 compared to $16.2 million for the first nine months of 2000,
a 19% decrease.  The reduction in research and development  expenditures was due
to reduced  personnel and other associated costs resulting from lower headcount.
The Company's research and development expenditures as a percentage of net sales
were 6% and 4% for the third quarter of 2001 and 2000, respectively. The Company
struck a balance between its plans for new product introductions and the need to
reduce overhead in the current challenging business environment.  The Company is
focused on assuring  that efforts to control  expenses will not  compromise  its
ability to develop new products and  technologies.  During the third  quarter of
2001, the Company  introduced 30 new products,  resulting in 89 new products for
the year. The Company measures the success of its product introduction  strategy
by monitoring  its design wins. The Company closed on 208 new design wins during
the third  quarter of 2001.  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 $11.8 million for
the third  quarter of 2001  compared to $14.4  million for the third  quarter of
2000. Selling, marketing, and administration expenses were $33.3 million for the
first nine months of 2001 compared to $42.0 million for the first nine months of
2000. The decrease in selling,  marketing, and administration expenses reflected
the Company's efforts to control costs in the current environment. The Company's
selling,  marketing,  and  administration  expenses as a percentage of net sales
were 17% and 11% for the  third  quarter  of 2001 and  2000,  respectively.  The
Company's selling, marketing, and administration expenses as a percentage of net
sales were 15% and 12% for the first nine months of 2001 and 2000, respectively.
The increase in selling,  marketing, and administration expenses as a percentage
of net sales in 2001 was due to lower net  sales for the third  quarter  and the
first nine months of the year.

         Interest income for the third quarter of 2001 was $1.3 million compared
to $1.6  million for the third  quarter of 2000.  Interest  income for the first
nine months of 2001 was $4.9 million compared to $3.6 million for the first nine
months of 2000.  The decrease in interest  income for the third  quarter of 2001
compared  to the same  period in 2000 was due to a lower  interest  rate  earned
during the third quarter of 2001. All excess cash not immediately needed to fund
the Company's operations is invested in money market funds.


                                       9
<PAGE>


         Income tax expense  for the first nine months of 2001 was $4.5  million
compared to $24.8  million for the first nine  months of 2000.  The  decrease in
income tax expense in 2001 was due to the decrease in earnings before tax.


Liquidity and Capital Resources

         At September 29, 2001,  the Company had $160.8 million in cash and cash
equivalents, compared to $134.3 million in cash and cash equivalents at December
31, 2000.  The increase of $26.5  million was  primarily due to the reduction in
accounts receivable and capital expenditures.

         Net cash  provided by  operating  activities  was $53.6  million in the
first nine months of 2001  compared to $83.4 million in the same period of 2000.
The  decrease in net cash  provided by operating  activities  for the first nine
months  of  2001  was  primarily  due to a  reduction  in net  income.  Accounts
receivable as of September 29, 2001 decreased by $29.8 million from December 31,
2000 due to the  decrease  in revenues  as well as shorter  collection  periods.
Effective from January 2001,  Vishay Americas Inc., a wholly owned subsidiary of
Vishay  Intertechnology,  Inc.,  is  responsible  for  collecting  the Company's
accounts receivable for the North America region.  Accounts receivable ownership
is  transferred  to Vishay  Americas  Inc. at the gross  amount as soon as sales
invoices are generated.  Affiliate accounts receivable from Vishay Americas Inc.
in relation to this  arrangement are settled on a monthly basis,  which shortens
the Company's  overall  accounts  receivable  collection  period.  Net affiliate
receivables  and payables as of September  29, 2001  increased by $18.7  million
from December 31, 2000.  Accounts  payable as of September 29, 2001 decreased by
$27.0  million from  December  31, 2000,  mainly due to the decrease in business
volume. Accrued liabilities and contingencies as of September 29, 2001 decreased
by $15.0 million from  December 31, 2000,  mainly due to the decrease in accrued
income taxes and management incentive programs.

         Inventories  decreased by $1.3 million in the first nine months of 2001
from December 31, 2000. Raw materials as of September 29, 2001 decreased by $3.9
million  from  December  31,  2000 as the Company  decreased  its  purchases  of
silicon,  piece parts and foundry  wafers as a result of the business  slowdown.
Work-in-process  as of  September  29,  2001  increased  by $10.5  million  from
December 31, 2000 mainly due to the inventories in the pipeline.  Finished goods
inventory as of September  29, 2001  decreased by $7.9 million from December 31,
2000.

         Net cash used in investing  activities  was $27.1  million in the first
nine months of 2001  compared to $41.7  million in the same period of 2000.  The
Company spent $27.1 million in capital  expenditures in the first nine months of
2001,  primarily  related to new technology and regulatory  compliance.  Capital
spending in 2001 is expected to be lower than the 2000 level due to the slowdown
in the industry.

         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.




                                       10
<PAGE>


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 the Company's  filings with the Securities and Exchange
Commission.  These risks and uncertainties  could cause actual results to differ
materially  from those  stated or  implied.  Siliconix  incorporated  assumes no
obligation to update this information.







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<PAGE>


                         PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

         On April 25,  2001,  the Company  filed a patent  infringement  lawsuit
against General  Semiconductor,  Inc.  ("General  Semiconductor").  The suit was
filed  in the  United  States  District  Court  for  the  Northern  District  of
California and alleged that certain General Semiconductor  products infringe two
patents held by the Company.  On July 2, 2001, General  Semiconductor  filed and
served its answer to the Company's complaint and asserted  counterclaims against
the Company.  On August 3, 2001,  Siliconix  filed a motion to dismiss or strike
certain affirmative defenses alleged by General  Semiconductor in its answer and
to dismiss or strike  down all of General  Semiconductor's  counterclaims.  This
motion is scheduled to be heard on January 11, 2002. On November 2, 2001, Vishay
acquired General Semiconductor in a stock-for-stock transaction.


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

         Not applicable.





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<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: November 13, 2001                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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