Exhibit 3.3


                                     BYLAWS
                                       OF
                             SILICONIX INCORPORATED
                            (A DELAWARE CORPORATION)

                                   ARTICLE I.
                                     OFFICES

Section 1.  REGISTERED OFFICE.

   The registered office of the corporation in the State of Delaware shall be in
the City of Wilmington, County of New Castle.

Section 2.  OTHER OFFICES.

   The corporation shall also have offices at such other places, both within and
without the State of Delaware, as the Board of Directors may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II.
                                 CORPORATE SEAL

Section 3.  CORPORATE SEAL.

   The corporate seal shall consist of a die bearing the name of the corporation
and the inscription "Corporate Seal---Delaware."

                                  ARTICLE III.
                             STOCKHOLDERS' MEETINGS

Section 4.  PLACE OF MEETINGS.

   Meetings of the stockholders of the corporation shall be held at such place,
either within or without the State of Delaware, as may be designated from time
to time by the Board of Directors.

Section 5.  ANNUAL MEETINGS.

   The annual meeting of the stockholders of the corporation for the purpose of
election of Directors and for such other business as may lawfully come before it
shall be held on such date and at such time as may be designated from time to
time by the Board of Directors.

Section 6.  SPECIAL MEETINGS.

   Special meetings of the stockholders of the corporation may be called, for
any purpose or purposes at any time, by the President, the Board of Directors or
any holder or holders of shares entitled to cast no less than 10% of the votes
at such meeting.

Section 7.  NOTICE OF MEETINGS.

   Except as otherwise provided by law or the Certificate of Incorporation,
written notice of each meeting of stockholders shall be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting, such notice to specify the place,
date and hour and purpose or purposes of the meeting. Notice of the time, place
and purpose of any meeting of stockholders may be waived in writing, signed by
the person entitled to notice thereof, either before or after such meeting, and
will be waived by any stockholder by his attendance thereat in person or by
proxy, except when the stockholder attends a meeting for the

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express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Any stockholder so waiving notice of such meeting shall be bound by
the proceedings of any such meeting in all respects as if due notice thereof had
been given. However, notice shall not be required to be given to any stockholder
to whom (i) notice of two (2) consecutive annual meetings, and all notices of
meetings or of the taking of action by written consent without a meeting, sent
to the stockholder during the period between the two (2) consecutive annual
meetings, or (ii) at least two (2) payments of dividends or interest on
securities, sent by first class mail, during a twelve (12) month period, have
been mailed addressed to such person at his address as shown on the records of
the corporation and have been returned undeliverable. Any such stockholder shall
be bound by the proceedings of any such meeting in all respects as if due notice
thereof had been given. If any such stockholder shall deliver to the Secretary a
written notice stating his current address, the applicable notice requirements
shall be reinstated as to that stockholder.

Section 8.  QUORUM.

   At all meetings of stockholders, except where otherwise provided by statute,
the Certificate of Incorporation, or by these Bylaws, the presence, in person or
by proxy duly authorized, of the holders of a majority of the outstanding shares
of stock entitled to vote shall constitute a quorum for the transaction of
business. Any shares, the voting of which at such meeting has been enjoined, or
which for any reason cannot be lawfully voted at such meeting, shall not be
counted to determine a quorum at such meeting. In the absence of a quorum any
meeting of stockholders may be adjourned, from time to time, by vote of the
holders of a majority of the shares represented thereat, but no other business
shall be transacted at such meeting. Any meeting at which a quorum is present
may continue to transact business until adjournment notwithstanding the
withdrawal of enough stockholders to leave less than a quorum. Except as
otherwise provided by law, the Certificate of Incorporation or these Bylaws, all
action taken by the holders of a majority of the voting power represented at any
meeting at which a quorum is present shall be valid and binding upon the
corporation.

Section 9.  ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS.

   Any meeting of stockholders, whether annual or special, may be adjourned from
time to time by the vote of a majority of the shares, the holders of which are
present either in person or by proxy. When a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

Section 10.  VOTING.

   For the purpose of determining those stockholders entitled to vote at any
meeting of the stockholders, except as otherwise provided by law, only persons
in whose names shares stand on the stock records of the corporation on the
record date, as provided in Section 12 of these Bylaws, shall be entitled to
vote at any meeting of stockholders. Every person entitled to vote or execute
consents shall have the right to do so either in person or by an agent or agents
authorized by a written proxy executed by such person or his duly authorized
agent, which proxy shall be filed with the Secretary at or before the meeting at
which it is to be used. An agent so appointed need not be a stockholder. No
proxy shall be voted after three (3) years from its date of creation unless the
proxy provides for a longer period. All elections of Directors shall be by
written ballot, unless otherwise provided in the Certificate of Incorporation.

Section 11.  JOINT OWNERS OF STOCK.

   If shares or other securities having voting power stand of record in the
names of two (2) or more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, tenants by the entirety, or otherwise, or if
two (2) or more persons have the same fiduciary relationship respecting the same
shares, unless the Secretary is given written notice to the contrary and is
furnished with a copy of the instrument or order appointing them or creating the
relationship wherein it is so provided, their acts with respect to voting shall
have the following effect: (i) if only one (1) votes, his act binds all; (ii) if
more than one (1) vote, the act of the majority so voting binds all; or (iii) if
more than one (1) vote, but the vote is evenly split on any particular matter,
each faction may vote the securities in question proportionately, or may apply
to the Delaware Court of Chancery for relief as provided in the

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General Corporation Law of Delaware, Section 217(b)(3). If the instrument filed
with the Secretary shows that any such tenancy is held in unequal interests, a
majority or even-split for the purpose of this subsection (iii) shall be a
majority or even-split in interest.

Section 12.  LIST OF STOCKHOLDERS.

   The Secretary shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
such meeting, arranged in alphabetical order, showing the address of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten (10) days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not specified, at the place where the meeting is
to be held. The list shall be produced and kept at the time and place of meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

Section 13.  ACTION WITHOUT MEETING.

   Unless otherwise provided in the Certificate of Incorporation, any action
required by statute to be taken at any annual or special meeting of the
stockholders, or any action which may be taken at any annual or special meeting
of the stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.

Section 14.  ORGANIZATION.

   At every meeting of stockholders, the Chairman of the Board of Directors, or,
if a Chairman has not been appointed or is absent, the President, or, if the
President is absent, any Vice President, or in the absence of any such officer,
a chairman of the meeting chosen by a majority in interest of the stockholders
entitled to vote, present in person or by proxy, shall act as chairman. The
Secretary, or, in his absence, an Assistant Secretary directed to do so by the
President or the Secretary, shall act as secretary of the meeting.

                                   ARTICLE IV.
                                    DIRECTORS

Section 15.  NUMBER AND TERM OF OFFICE.

   The number of Directors which shall constitute the whole of the Board of
Directors shall be five (5). Except as provided in Section 17, the Directors
shall be elected by the stockholders at their annual meeting in each year and
shall hold office until the next annual meeting and until their successors shall
be duly elected and qualified. Directors need not be stockholders unless so
required by the Certificate of Incorporation. If for any cause the Directors
shall not have been elected at an annual meeting, they may be elected as soon
thereafter as convenient at a special meeting of the stockholders called for
that purpose in the manner provided in these Bylaws.

Section 16.  POWERS.

   The powers of the corporation shall be exercised, its business conducted and
its property controlled by the Board of Directors, except as may be otherwise
provided by statute or by the Certificate of Incorporation.

Section 17.  VACANCIES.

   Unless otherwise provided in the Certificate of Incorporation, vacancies and
newly created directorships resulting from any increase in the authorized number
of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, or by a sole remaining Director, and each Director
so elected shall hold office for the unexpired portion of the term of the
Director whose place shall be vacant and until his successor shall have been
duly elected and qualified. A vacancy in the Board of Directors shall be deemed
to exist under this section in the case of the death, removal or resignation of
any Director, or if the stockholders fail at any meeting of stockholders at
which

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Directors are to be elected (including any meeting referred to in Section 19
below) to elect the number of Directors then constituting the whole Board.

Section 18.  RESIGNATION.

   Any Director may resign at any time by delivering his written resignation to
the Secretary, such resignation to specify whether it will be effective at a
particular time, upon receipt by the Secretary or at the pleasure of the Board
of Directors. If no such specification is made, it shall be deemed effective at
the pleasure of the Board of Directors. When one or more Directors shall resign
from the Board, effective at a future date, a majority of the Directors then in
office, including those who have so resigned, shall have power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each Director so chosen shall hold
office for the unexpired portion of the term of the Director whose place shall
be vacated and until his successor shall have been duly elected and qualified.

Section 19.  REMOVAL.

   At a special meeting of stockholders called for the purpose and in the manner
hereinabove provided, the Board of Directors, or any individual Director, may be
removed from office, with or without cause, and a new Director or Directors
elected by a vote of stockholders holding a majority of the outstanding shares
entitled to vote at an election of Directors.

Section 20.  MEETINGS.

     (a)  ANNUAL MEETINGS. The annual meeting of the Board of Directors shall be
          held immediately after the annual meeting of stockholders and at the
          place where such meeting is held. No notice of annual meeting of the
          Board of Directors shall be necessary and such meeting shall be held
          for the purpose of electing officers and transacting such other
          business as may lawfully come before it.

     (b)  REGULAR MEETINGS. Unless otherwise restricted by the Certificate of
          Incorporation, regular meetings of the Board of Directors shall be
          held at any place within or without the State of Delaware which has
          been designated by resolution of the Board of Directors or the written
          consent of all Directors.

     (c)  SPECIAL MEETINGS. Unless otherwise restricted by the Certificate of
          Incorporation, special meetings of the Board of Directors may be held
          at any time and place within or without the State of Delaware whenever
          called by the President or a majority of the Directors.

     (d)  TELEPHONE MEETINGS. Any member of the Board of Directors, or of any
          committee thereof, may participate in a meeting by means of conference
          telephone or similar communications equipment by means of which all
          persons participating in the meeting can hear each other, and
          participation in a meeting by such means shall constitute presence in
          person at such meeting.

     (e)  NOTICE OF MEETINGS. Written notice of the time and place of all
          regular and special meetings of the Board of Directors shall be
          delivered personally to each Director, or sent to each Director by
          mail, or by other form of written communication, at least one (1) day
          before the date of the meeting. Notice of any meeting may be waived in
          writing at any time before or after the meeting and will be waived by
          any Director by attendance thereat, except when the Director attends
          the meeting for the express purpose of objecting, at the beginning of
          the meeting, to the transaction of any business because the meeting is
          not lawfully called or convened.

     (f)  WAIVER OF NOTICE. The transaction of all business at any meeting of
          the Board of Directors, or any committee thereof, however called or
          noticed, or wherever held, shall be as valid as though had at a
          meeting duly held after regular call and notice, if a quorum be
          present and if, either before or after the meeting, each of the
          Directors not present shall sign a written waiver of notice, or a
          consent to holding such meeting, or an approval of the minutes
          thereof. Neither the business to be transacted at, nor the purpose of
          any regular or special meeting of the Board of Directors, or any
          committee thereof, need be specified in any written waiver of notice.
          All such waivers, consents or approvals shall be filed with the
          corporate records or made a part of the minutes of the meeting.

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Section 21.  QUORUM; VOTING REQUIRED FOR ACTION: ADJOURNMENT.

   Except as otherwise required by law, the Certificate of Incorporation or
these Bylaws, a majority of the directors shall constitute a quorum for the
transaction of business at all meetings of the Board of Directors, and the
affirmative vote of a majority of the directors present shall be the act of the
Board of Directors. A meeting at which a quorum is initially present may
continue to transact business, notwithstanding the withdrawal of directors, if
any action taken is approved by at least a majority of the quorum required to
conduct that meeting. However, at any meeting, whether a quorum is present or
otherwise, the directors present may adjourn the meeting, from time to time,
without notice other than announcement at the meeting. At the adjourned meeting,
the Board of Directors may transact any business which might have been
transacted at the original meeting.

Section 22.  ACTION WITHOUT MEETING.

   Unless otherwise restricted by the Certificate of Incorporation or these
Bylaws, any action required or permitted to be taken at any meeting of the Board
of Directors or of any committee thereof may be taken without a meeting, if all
members of the Board or committee, as the case may be, consent thereto in
writing, and such writing or writings are filed with the minutes of proceedings
of the Board or committee.

Section 23.  FEES AND COMPENSATION.

   Unless otherwise restricted by the Certificate of Incorporation or these
Bylaws, the Board of Directors shall have the authority to fix the compensation
of directors. Nothing herein contained shall be construed to preclude any
Director from serving the corporation in any other capacity or as an officer
thereof.

Section 24.  COMMITTEES.

     (a)  EXECUTIVE COMMITTEE. The Board of Directors, may by resolution passed
          by a majority of the whole Board, appoint an Executive Committee to
          consist of one (1) or more members of the Board of Directors. The
          Executive Committee, to the extent permitted by law and specifically
          granted by the Board, shall have and may exercise all the powers and
          authority of the Board of Directors in the management of the business
          and affairs of the corporation, including without limitation, the
          power to cause the seal of the corporation to be affixed to all papers
          which may require it; to declare a dividend; to authorize the issuance
          of stock; and to adopt a certificate of ownership and merger pursuant
          to Section 253 of the Delaware General Corporation Law. In addition,
          to the extent provided by law and authorized by resolution of the
          Board providing for the issuance of shares of stock, the Executive
          Committee may fix the preferences or rights of such shares relating to
          dividends, redemption, dissolution, any distribution of assets of the
          corporation or the conversion into, or the exchange of such shares for
          shares of any other class or classes or any other series of the same
          or any other class or classes of stock of the corporation, or to fix
          the number of shares of any series of stock or authorize the increase
          or decrease of the shares of any series.

     (b)  OTHER COMMITTEES. The Board of Directors may, by resolution passed by
          a majority of the whole Board, from time to time appoint such other
          committees as may be permitted by law. Such other committees appointed
          by the Board of Directors shall consist of one (1) or more members of
          the Board of Directors, and shall have such powers and perform such
          duties as may be prescribed by the resolution or resolutions creating
          such committees, but in no event shall such committee have the powers
          denied to the Executive Committee in these Bylaws.

     (c)  TERM. The members of all committees of the Board of Directors shall
          serve a term coexistent with that of the Board of Directors which
          shall have appointed such committee. The Board, subject to the
          provisions of subsections (a) or (b) of this Section 24, may at any
          time increase or decrease the number of members of a committee or
          terminate the existence of a committee. The membership of a committee
          member shall terminate on the date of his death or voluntary
          resignation. The Board may at any time for any reason remove any
          individual committee member and the Board may fill any committee
          vacancy created by death, resignation, removal or increase in the
          number of members of the committee. The Board of Directors may
          designate one or more Directors as alternate members of any committee,
          who may replace any absent or disqualified member at any meeting of
          the committee, and, in addition, in the absence or disqualification of

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          any member of a committee, the member or members thereof present at
          any meeting and not disqualified from voting, whether or not he or
          they constitute a quorum, may unanimously appoint another member of
          the Board of Directors to act at the meeting in the place of any such
          absent or disqualified member.

     (d)  MEETINGS. Unless the Board of Directors shall otherwise provide,
          regular meetings of the Executive Committee or any other committee
          appointed pursuant to this Section 24 shall be held at such times and
          places as are determined by the Board of Directors, or by any such
          committee, and when notice thereof has been given to each member of
          such committee, no further notice of such regular meetings need be
          given thereafter. Special meetings of any such committee shall be held
          at any place which has been designated from time to time by resolution
          of such committee or by written consent of all members thereof, and
          may be called by any Director who is a member of such committee, upon
          written notice to the members of such committee of the time and place
          of such special meeting given in the manner provided for the giving of
          written notice to members of the Board of Directors of the time and
          place of special meetings of the Board of Directors. Notice of any
          special meeting of any committee may be waived in writing at any time
          before or after the meeting and will be waived by any Director by
          attendance thereat, except when the Director attends such special
          meeting for the express purpose of objecting, at the beginning of the
          meeting, to the transaction of any business because the meeting is not
          lawfully called or convened. A majority of the authorized number of
          members of any such committee shall constitute a quorum for the
          transaction of business, and the act of a majority of those present at
          any meeting at which a quorum is present shall be the act of such
          committee.

Section 25.  ORGANIZATION.

   At every meeting of the Directors, the Chairman of the Board of Directors,
or, if a Chairman has not been appointed or is absent, the President, or if the
President is absent, any Vice President, or, in the absence of any such officer,
a chairman of the meeting chosen by a majority of the Directors present, shall
preside over the meeting. The Secretary, or in his absence, an Assistant
Secretary directed to do so by the President or the Secretary, shall act as
secretary of the meeting.

                                   ARTICLE V.
                                    OFFICERS

Section 26.  OFFICERS DESIGNATED.

   The officers of the corporation shall be the Chairman of the Board of
Directors, the President, one or more Vice Presidents, the Secretary and the
Treasurer, all of whom shall be elected at the annual meeting of the Board of
Directors. The Board of Directors may also appoint one or more Assistant
Secretaries, Assistant Treasurers, and such other officers and agents with such
powers and duties as it shall deem necessary. The Board of Directors may assign
such additional titles to one or more of the officers as it shall deem
appropriate. Any one person may hold any number of offices of the corporation at
any one time unless specifically prohibited therefrom by the Certificate of
Incorporation or these Bylaws. The salaries and other compensation of the
officers of the corporation shall be fixed by or in the manner designated by the
Board of Directors.

Section 27.  TENURE AND DUTIES OF OFFICERS.

     (a)  GENERAL. All officers shall hold office at the pleasure of the Board
          of Directors and until their successors shall have been duly elected
          and qualified, unless sooner removed. Any officer elected or appointed
          by the Board of Directors may be removed at any time by the Board of
          Directors. If the office of any officer becomes vacant for any reason,
          the vacancy may be filled by the Board of Directors.

     (b)  DUTIES OF CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the
          Board of Directors shall perform such duties commonly incident to his
          office and shall perform such other duties and have such other powers
          as the Board of Directors shall designate from time to time.

     (c)  DUTIES OF PRESIDENT. The President shall be the chief executive
          officer of the corporation and shall, subject to the control of the
          Board of Directors, have general supervision, direction, and control
          of the business and officers of the corporation. The President shall
          perform such other duties commonly incident to

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          his office and shall perform such other duties and have such other
          powers as the Board of Directors shall designate from time to time.

     (d)  DUTIES OF VICE PRESIDENTS. The Vice Presidents may assume and perform
          the duties of the President in the absence or disability of the
          President or whenever the office of President is vacant. The Vice
          Presidents shall perform such other duties commonly incident to their
          office and shall perform such other duties and have such other powers
          as the Board of Directors or the President shall designate from time
          to time.

     (e)  DUTIES OF SECRETARY. The Secretary shall attend all meetings of the
          stockholders and of the Board of Directors, and shall record all acts
          and proceedings thereof in the minute book of the corporation. The
          Secretary shall give notice in conformity with these Bylaws of all
          meetings of the stockholders, and of all meetings of the Board of
          Directors and any committee thereof requiring notice. The Secretary
          shall keep the seal of the corporation in safe custody and see that
          the seal is affixed to all documents authorized to be executed on
          behalf of the corporation under its seal. The Secretary shall act as
          custodian of the records of the corporation. The Secretary shall keep
          a record of stock owned by the corporation in all subsidiaries and
          other companies. The Secretary shall perform all other duties given
          him in these Bylaws and shall perform such other duties commonly
          incident to his office and shall perform such other duties and have
          such other powers as the Board of Directors or the President or the
          Vice President-Finance shall designate from time to time. The
          President or the Vice President-Finance may direct any Assistant
          Secretary to assume and perform the duties of the Secretary in the
          absence or disability of the Secretary, and each Assistant Secretary
          shall perform such other duties commonly incident to his office and
          shall perform such other duties and have such other powers as the
          Board of Directors or the President or the Vice President-Finance or
          the Secretary shall designate from time to time.

     (f)  DUTIES OF TREASURER. The Treasurer, subject to the order of the Board
          of Directors, shall have the custody of all funds and securities of
          the corporation. The Treasurer shall perform all other duties commonly
          incident to his office and shall perform such other duties and have
          such other powers as the Board of Directors or the President or the
          Vice President-Finance shall designate from time to time. The
          President or the Vice President-Finance may direct any Assistant
          Treasurer to assume and perform the duties of the Treasurer in the
          absence or disability of the Treasurer, and each Assistant Treasurer
          shall perform such other duties commonly incident to his office and
          shall perform such other duties and have such other powers as the
          Board of Directors or the President or the Vice President-Finance or
          the Treasurer shall designate from time to time.

Section 28.  RESIGNATIONS.

   Any officer may resign at any time by giving written notice to the Board of
Directors or to the President or to the Secretary. Any such resignation shall be
effective when received by the person or persons to whom such notice is given,
unless a later time is specified therein, in which event the resignation shall
become effective at such later time. Unless otherwise specified in such notice,
the acceptance of any such resignation shall not be necessary to make it
effective.

Section 29.  INTENTIONALLY OMITTED.

                                   ARTICLE VI.
                     EXECUTION OF CORPORATE INSTRUMENTS AND
                  VOTING OF SECURITIES OWNED BY THE CORPORATION

Section 30.  EXECUTION OF CORPORATE INSTRUMENTS.

   The Board of Directors may, in its discretion, determine the method and
designate the signatory officer or officers, or other person or persons, to
execute on behalf of the corporation any corporate instrument or document, or to
sign on behalf of the corporation the corporate name without limitation, or to
enter into contracts on behalf of the corporation, except where otherwise
provided by law or these Bylaws, and such execution or signature shall be
binding upon the corporation.

<PAGE>

   Unless otherwise determined by the Board of Directors or otherwise permitted
or required by law, promissory notes, deeds of trust, mortgages and other
evidences of indebtedness of the corporation, and other corporate instruments or
documents requiring the corporate seal, and certificates of shares of stock
owned by the corporation, shall be executed, signed or endorsed by the Chairman
of the Board of Directors, or the President or any Vice President, and by the
Secretary or any Assistant Secretary. All other instruments and documents
requiring the corporate signature, but not requiring the corporate seal, may be
executed as aforesaid or in such other manner as may be directed by the Board of
Directors.

   All checks and drafts drawn on banks or other depositories on funds to the
credit of the corporation or in special accounts of the corporation shall be
signed by such person or persons as the Board of Directors shall authorize so to
do.

Section 31.  VOTING OF SECURITIES OWNED BY THE CORPORATION.

   All stock and other securities of other corporations owned or held by the
corporation for itself, or for other parties in any capacity, shall be voted,
and all proxies with respect thereto shall be executed, by the person authorized
so to do by resolution of the Board of Directors, or, in the absence of such
authorization, by the Chairman of the Board of Directors, the President, or any
Vice President.

                                  ARTICLE VII.
                                 SHARES OF STOCK

Section 32.  FORM AND EXECUTION OF CERTIFICATES.

   Certificates for the shares of stock of the corporation shall be in such form
as is consistent with the Certificate of Incorporation and applicable law. Every
holder of stock in the corporation shall be entitled to have a certificate
signed by or in the name of the corporation by the Chairman or Vice Chairman of
the Board of Directors, or the President or any Vice President and (i) the
Treasurer or Assistant Treasurer or (ii) the Secretary or any Assistant
Secretary, certifying the number of shares owned by him in the corporation. Any
or all of the signatures on the certificate may be a facsimile. Where such
certificate is countersigned by a transfer agent other than the corporation or
its employee, or by a registrar other than the corporation or its employee, any
other signature on the certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued with the
same effect as if he were such officer, transfer agent, or registrar at the date
of issue. Each certificate shall state upon the face or back thereof, in full or
in summary, all of the designations, preferences, limitations, restrictions on
transfer and relative rights of the shares authorized to be issued.

Section 33.  LOST CERTIFICATES.

   The corporation may issue a new certificate in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen, or destroyed. The
corporation may require, as a condition precedent to the issuance of a new
certificate or certificates, the owner of such lost, stolen, or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require or to give the corporation a surety bond in
such form and amount as it may direct to indemnify it against any claim that may
be made against the corporation (including any expense or liability) with
respect to the certificate alleged to have been lost, stolen, or destroyed.

Section 34.  TRANSFERS.

   Stock of the corporation shall be transferable in the manner prescribed by
law and in these Bylaws or in any agreement with the shareholder making the
transfer. Transfers of stock shall be made on the books only by the person named
in the certificate or by attorney duly authorized, and upon the surrender of a
properly endorsed certificate or certificates, which shall be canceled before a
new certificate shall be issued.

Section 35.  FIXING RECORD DATES.

<PAGE>

   In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a record date, which shall not be
more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action. If no record
date is fixed: (i) the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; (ii) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is necessary, shall be the day on
which the first written consent is expressed; and (iii) the record date for
determining stockholders for any other purpose shall be at the close of business
on the date on which the Board of Directors adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

Section 36.  REGISTERED STOCKHOLDERS.

   The corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends, and
to vote as such owner, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.

                                  ARTICLE VIII.
                       OTHER SECURITIES OF THE CORPORATION

Section 37.  EXECUTION OF OTHER SECURITIES.

   All bonds, debentures and other corporate securities of the corporation,
other than stock certificates, may be signed by the Chairman of the Board of
Directors, the President or any Vice President, or such other person as may be
authorized by the Board of Directors, and the corporate seal impressed thereon
or a facsimile of such seal imprinted thereon and attested by the signature of
the Secretary or an Assistant Secretary; provided, however, that where any such
bond, debenture or other corporate security shall be authenticated by the manual
signature of a trustee under an indenture pursuant to which such bond, debenture
or other corporate security shall be issued, the signatures of the persons
signing and attesting the corporate seal on such bond, debenture or other
corporate security may be the imprinted facsimile of the signatures of such
persons. Interest coupons appertaining to any such bond, debenture or other
corporate security, authenticated by a trustee as aforesaid, shall be signed by
the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary or such other person as may be authorized by the Board of Directors,
or bear imprinted thereon the facsimile signature of such person. In case any
officer who shall have signed or attested any bond, debenture or other corporate
security, or whose facsimile signature shall appear thereon or on any such
interest coupon, shall have ceased to be such officer before the bond, debenture
or other corporate security so signed or attested shall have been delivered,
such bond, debenture or other corporate security nevertheless may be adopted by
the corporation and issued and delivered as though the person who signed the
same or whose facsimile signature shall have been used thereon had not ceased to
be such officer of the corporation.

                                   ARTICLE IX.
                                    DIVIDENDS

Section 38.  DECLARATION OF DIVIDENDS.

   Dividends upon the capital stock of the corporation, subject to the
provisions of the Certificate of Incorporation, may be declared by the Board of
Directors pursuant to law at any regular or special meeting. Dividends may be
paid in cash, in property, or in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation.

                                   ARTICLE X.
                                   FISCAL YEAR

Section 39.  FISCAL YEAR.

<PAGE>

   The fiscal year of the corporation shall end on December 31 of every year.

                                   ARTICLE XI.
                          INDEMNIFICATION OF OFFICERS,
                             DIRECTORS AND EMPLOYEES

Section 40.  ACTION OTHER THAN BY OR IN THE RIGHT OF THE CORPORATION.

   Subject to Section 42 of this Article XI, the corporation shall indemnify any
Director, to the full extent authorized by Section 145 of the Delaware General
Corporation Law, as the same is now in effect and attached to these Bylaws, and
shall indemnify all other persons, to the full extent of said Section 145, as it
may be amended from time to time, with respect to any civil, criminal,
administrative or investigative action or proceeding, instituted or threatened
by reason of the fact that such person (hereinafter referred to as "Agent") (i)
is or was a director, officer or employee of the corporation or any predecessor
corporation merged into the corporation; or (ii) is or was serving at the
request of the corporation or any such predecessor corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. Such Agent shall be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.

Section 41.  DERIVATIVE ACTIONS.

   To the full extent authorized by law, the corporation shall indemnify any
person who was or is a party to any threatened, pending or completed judicial
action or suit brought by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was an Agent, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation. However, no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or other such court shall deem proper.

Section 42.  DETERMINATION OF RIGHT OF INDEMNIFICATION.

   Any indemnification under Sections 40 or 41 (unless ordered by a court) shall
be made by the corporation unless a determination is reasonably and promptly
made (i) by the Board by a majority vote of a quorum of disinterested directors
or (ii) if such a quorum is not obtainable, or, even if obtainable, if a quorum
of disinterested directors so directs, by independent legal counsel in a written
opinion, or (iii) by the stockholders, that such person acted in bad faith and
in a manner that such person did not believe to be in or not opposed to the best
interests of the corporation, or, with respect to any criminal proceeding, that
such person believed or had reasonable cause to believe that his conduct was
unlawful.

Section 43.  INDEMNIFICATION AGAINST EXPENSES OF SUCCESSFUL PARTY.

   Notwithstanding the other provisions of this Article, to the extent that an
Agent has been successful on the merits or otherwise, including the dismissal of
an action without prejudice or the settlement of an action without admission of
liability, in defense of any proceeding or in defense of any claim, issue or
matter therein, such Agent shall be indemnified against all expenses incurred in
connection therewith.

Section 44.  ADVANCES OF EXPENSES.

   Except as limited by Section 45 of this Article XI, expenses incurred in
defending or investigating any action, suit, proceeding or investigation shall
be paid by the corporation in advance of the final disposition of such matter,
if the Agent shall undertake to repay such amount in the event that it is
ultimately determined, as provided herein, that

<PAGE>

such person is not entitled to indemnification. However, no advance shall be
made by the corporation if a determination is reasonably and promptly made by
the Board of Directors by (i) a majority vote of a quorum of disinterested
directors, or (ii) if such a quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs by independent legal counsel in a
written opinion that, based upon the facts known to the Board or counsel at the
time such determination is made, such person acted in bad faith and in a manner
that such person did not believe to be in or not opposed to the best interests
of the corporation, or, with respect to any criminal proceeding, that such
person believed or had reasonable cause to believe his conduct was unlawful. In
no event shall any advance be made in instances where the Board or independent
legal counsel reasonably determines that such person deliberately breached his
duty to the corporation or its stockholders.

Section 45. RIGHT OF AGENT TO INDEMNIFICATION UPON APPLICATION; PROCEDURE UPON
APPLICATION.

   Any indemnification under Sections 41, 42 or 43 or advance under Section 44
of this Article XI shall be made promptly, and in any event within ninety days,
upon the written request of the Agent, unless with respect to applications under
Sections 41, 42 or 44, a determination is reasonably and promptly made that such
Agent acted in a manner set forth in such Sections as to justify the
corporation's not indemnifying or making an advance to the Agent. Such a
determination shall be made by (i) the Board of Directors by a majority vote of
a quorum of disinterested directors; or (ii) if no quorum of disinterested
directors is obtainable or, even if obtainable, a quorum of disinterested
directors so directs by independent legal counsel in a written opinion. The
right to indemnification or advances as granted by this Article XI shall be
enforceable by the Agent in any court of competent jurisdiction if the Board or
independent legal counsel denies the claim, in whole or in part, or if no
disposition of such claim is made within ninety days. The Agent's expenses
incurred in connection with successfully establishing his right to
indemnification, in whole or in part, in any such proceeding shall also be
indemnified by the corporation.

Section 46.  OTHER RIGHTS AND REMEDIES.

   The indemnification and advancement of expenses provided by this Article
shall not be deemed exclusive of any other rights to which an Agent seeking
indemnification or advancement of expenses may be entitled under any Bylaw,
agreement, vote of stockholders or disinterested directors, court order or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, since it is the policy of the
corporation that indemnification of Agents shall be made to the fullest extent
permitted by law. The indemnification provided by this Article shall continue as
to a person who has ceased to be an Agent and shall inure to the benefit of the
heirs, executors and administrators of such a person. In the event of any
changes, after the date of these Bylaws, in any applicable law, statute or rule
which expand the right of a Delaware corporation to indemnify an Agent, other
than a Director, such changes shall be, ipso facto, within the provisions of
this Article. In the event of any changes in any applicable law, statute or rule
which narrow the right of a Delaware corporation to indemnify an Agent, such
changes, to the extent not otherwise required by such law, statute or rule to be
applied to this Article, shall have no effect on this Article or the rights and
obligations of the corporation or its Agents hereunder.

Section 47.  INSURANCE.

   Upon resolution passed by the Board, the corporation may purchase and
maintain insurance on behalf of any person who is or was an Agent against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of this
Article.

Section 48.  INDEMNITY FUND.

   Upon resolution passed by the Board, the corporation may establish a trust or
other designated account, grant a security interest or use other means
(including, without limitation, a letter of credit), to ensure the payment of
certain of its obligations arising under this Article and/or agreements which
may be entered into between the corporation and its officers and directors from
time to time.

Section 49.  PREDECESSOR CORPORATION.

<PAGE>

   For the purposes of this Article, references to "the corporation" include all
predecessor corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation, so that any person who is or was a director
or officer of such a predecessor corporation or is or was serving at the request
of such predecessor corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as he would had he served the resulting or surviving
corporation in the same capacity.

Section 50. OTHER ENTERPRISES, FINES, AND SERVING AT CORPORATION'S REQUEST.

   For purposes of this Article, references to "other enterprise" in Section 40
and 49 shall include employee benefit plans; references to "fines" shall include
any excise taxes assessed against a person with respect to any employee benefit
plan; and references to "serving at the request of the corporation" shall
include any service as a director or officer of the corporation which imposes
duties on, or involves services by, such director or officer with respect to any
employee benefit plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this Article.

Section 51.  INDEMNIFICATION OF OTHER PERSONS.

   The provisions of this Article XI shall not be deemed to preclude the
indemnification of any person who is not an Agent (as defined in Section 40),
but whom the corporation has the power or obligation to indemnify under the
provisions of the General Corporation Law of the State of Delaware or otherwise.
The corporation may, in its sole discretion, indemnify an employee, trustee or
other agent as permitted by the General Corporation Law of the State of
Delaware. The corporation shall indemnify an employee, trustee or other agent
where required by law.

Section 52.  SAVINGS CLAUSE.

   If this Article or any portion thereof shall be invalidated on any ground by
any court of competent jurisdiction, then the corporation shall nevertheless
indemnify each Agent against expenses (including attorneys' fees), judgments,
fines and amounts paid in each settlement with respect to any action, suit,
proceeding or investigation, whether civil, criminal or administrative, and
whether internal or external, including a grand jury proceeding and an action or
suit brought by or in the right of the corporation, to the full extent permitted
by any applicable portion of this Article that shall not have been invalidated,
or by any other applicable law.

                                  ARTICLE XII.
                                     NOTICES

Section 53.  NOTICES.

     (a)  NOTICE TO STOCKHOLDERS. Whenever, under any provisions of these
          Bylaws, notice is required to be given to any stockholder, it shall be
          given in writing, timely and duly deposited in the United States mail,
          postage prepaid, and addressed to his last known post office address
          as shown by the stock record of the corporation or its transfer agent.

     (b)  NOTICE TO DIRECTORS. Any notice required to be given to any Director
          may be given by the method stated in subsection (a), or by telegram,
          except that such notice other than one which is delivered personally
          shall be sent to such address as such Director shall have filed in
          writing with the Secretary, or, in the absence of such filing to the
          last known post office address of such Director.

     (c)  ADDRESS UNKNOWN. If no address of a stockholder or Director be known,
          notice may be sent to such place as the Board of Directors shall
          determine.

     (d)  AFFIDAVIT OF MAILING. An affidavit of mailing, executed by the
          Secretary or Assistant Secretary of the corporation or its transfer
          agent appointed with respect to the class of stock affected,
          specifying the name and address or the names and addresses of the
          stockholder or stockholders, or Director or Directors, to whom any
          notice or notices was or were given, and the time and method of giving
          the same, shall be conclusive evidence of the statements therein
          contained.

<PAGE>

     (e)  TIME NOTICES DEEMED GIVEN. All notices given by mail, as above
          provided, shall be deemed to have been given as at the time of mailing
          and all notices given by telegram shall be deemed to have been given
          as at the sending time recorded by the telegraph company transmitting
          the notices.

     (f)  METHODS OF NOTICE. It shall not be necessary that the same method of
          giving notice be employed in respect of all Directors, but one
          permissible method may be employed in respect of any one or more, and
          any other permissible method or methods may be employed in respect of
          any other or others.

                                  ARTICLE XIII.
                                   AMENDMENTS

Section 54.  AMENDMENTS.

   These Bylaws may be repealed, altered or amended or new Bylaws adopted by the
stockholders. The Board of Directors shall also have the authority, if such
authority is conferred upon the Board of Directors by the Certificate of
Incorporation, to repeal, alter or amend these Bylaws or adopt new Bylaws,
subject to the power of the stockholders to change or repeal such Bylaws.








                                  CERTIFICATION

   This is to certify that the foregoing, consisting of 18 pages, including this
one, is a true and correct copy of the Bylaws of Siliconix incorporated, a
Delaware corporation, as in effect on this 12th day of June, 2003.




                                       /s/ David Achterkirchen
                                       -------------------------------
                                       David Achterkirchen, Secretary