SECURITIES AND EXCHANGE COMMISSION

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

                                    FORM 10-Q



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

                  For the quarterly period ended APRIL 4, 1999

                                       OR

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

             For the transition period from __________ to __________

                          Commission File Number 0-3698

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

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

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

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

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

                                   Yes X No _

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

         COMMON STOCK, $0.01 PAR VALUE -- 9,959,680 outstanding shares as OF MAY
17, 1999.


                                       1


<PAGE>

                             SILICONIX INCORPORATED

                         TABLE OF CONTENTS TO FORM 10-Q


Part I.    Financial Information                                        Page No.

Item 1     Financial Statements

             Consolidated statements of operations for the
             three months ended April 4, 1999 and March 29, 1998.           3

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

             Consolidated statements of cash flows for the three months
             ended April 4, 1999 and March 29, 1998                         5

             Notes to consolidated financial statements                     6

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


Part II. Other Information


           Signature                                                        13


                                       2


<PAGE>

                             SILICONIX INCORPORATED
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<TABLE>
<CAPTION>
(In  thousands, except per share amounts)                                        Three Months Ended
                                                                           April 4,            March 29,
                                                                             1999                1998
                                                                         --------------     ----------------

<S>                                                                   <C>               <C>                
Net sales                                                             $         81,041  $            65,250
Cost of sales                                                                   51,068               40,139
                                                                         --------------     ----------------

Gross profit                                                                    29,973               25,111

Operating expenses:
Research and development                                                         4,020                5,029
Selling, marketing, and administration                                          11,558               16,712
Goodwill amortization                                                              114                    -
Restructuring                                                                        -               19,751
                                                                         --------------     ----------------

Operating income (loss)                                                         14,281             (16,381)
Interest expense                                                                   266                  554
Other (income) expense - net                                                        92                  529
                                                                         --------------     ----------------

Income (loss) before taxes and minority interest                                13,923             (17,464)
Income taxes                                                                     3,973              (6,112)
Minority interest in income of consolidated subsidiary                             225                    -
                                                                         --------------     ----------------

Net income (loss)                                                     $          9,725  $          (11,352)
                                                                         ==============     ================

Net income (loss) per share (basic and diluted)                       $           0.98  $            (1.14)
                                                                         ==============     ================

Shares used to compute earnings per share                                        9,960                9,960
                                                                         ==============     ================

See accompanying notes to consolidated financial statements.
</TABLE>


                                       3



<PAGE>

                             SILICONIX INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                         (In thousands, except share data)                     
<TABLE>
<CAPTION>

                                                                             April 4,          December 31,
                                                                               1999                1998
                                                                           --------------     ----------------
<S>                                                                     <C>                <C>               
Assets
Current assets:
     Cash and cash equivalents                                          $         15,948   $           37,694
     Accounts receivable, less allowances                                         36,979               35,559
     Accounts receivable from affiliates                                          13,642                9,917
     Inventories                                                                  52,724               49,421
     Other current assets                                                          7,119                8,867
     Deferred income taxes                                                        15,182               15,182
                                                                           --------------     ----------------

          Total current assets                                                   141,594              156,640
                                                                           --------------     ----------------

Property, plant, and equipment, at cost:
     Land                                                                          1,715                1,576
     Buildings and improvements                                                   47,788               47,962
     Machinery and equipment                                                     271,197              266,525
                                                                           --------------     ----------------

                                                                                 320,700              316,063
     Less accumulated depreciation                                               173,292              165,677
                                                                           --------------     ----------------

          Net property, plant, and equipment                                     147,408              150,386

Goodwill                                                                           8,705                8,820
Other assets                                                                       1,393                1,413
                                                                           --------------     ----------------

Total assets                                                            $        299,100   $          317,259
                                                                           --------------     ----------------

Liabilities and Shareholders' Equity Current liabilities:
     Accounts payable                                                   $         16,743   $           23,947
     Accounts payable to affiliates                                               26,312               29,192
     Accrued payroll and related compensation                                      9,860               11,694
     Accrued restructuring charge                                                  3,560                5,352
     Accrued liabilities                                                          37,425               32,803
                                                                           --------------     ----------------

          Total current liabilities                                               93,900              102,988
                                                                           --------------     ----------------

Long-term related party debt                                                      31,570               50,570
Long-term debt, less current portion                                               1,302                1,221
Deferred income taxes                                                              9,170                9,170
Minority interest                                                                  3,225                3,170
                                                                           --------------     ----------------

     Total liabilities                                                           139,167              167,119
                                                                           --------------     ----------------
Commitment and contingencies
Shareholders' equity
     Common stock                                                                    100                  100
     Additional paid-in-capital                                                   59,541               59,536
     Retained earnings                                                           101,010               91,285
     Accumulated other comprehensive  loss                                         (718)                (781)
                                                                           --------------     ----------------

          Total shareholders' equity                                             159,933              150,140
                                                                           --------------     ----------------

Total liabilities and shareholders' equity                              $        299,100   $          317,259
                                                                           ==============     ================

           See accompanying Notes to Consolidated Financial Statements
</TABLE>


                                       4


<PAGE>


                             SILICONIX INCORPORATED
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                             April 4,            March 29,
(In thousands)                                                                 1999                1998
                                                                           --------------     ----------------

<S>                                                                     <C>                <C>               
Cash flows from operating activities:
Net income (loss)                                                       $          9,725   $         (11,352)
Adjustments to reconcile net income (loss) to net cash provided
(used) by operating activities:
     Depreciation and amortization                                                 7,730                6,392
     Deferred income taxes                                                             -              (5,681)
     Undistributed earnings from joint venture                                         -                (970)
     Payment of pension benefits                                                       -                 (81)
     Restructuring                                                               (1,792)               17,491
     Other non-cash (income) and expenses                                             81                  177
     Changes in operating assets and liabilities:
          Accounts receivable                                                    (1,420)               13,289
          Accounts receivable from affiliates                                    (3,725)              (7,760)
          Inventories                                                            (3,303)             (11,966)
          Other current assets                                                     1,748              (4,694)
          Accounts payable                                                       (7,204)                1,506
          Accounts payable to affiliates                                         (2,880)                4,293
          Accrued liabilities                                                      2,762              (4,223)
                                                                           --------------     ----------------

Net cash provided (used) by operating activities                                   1,722              (3,579)
                                                                           --------------     ----------------

Cash flows from investing activities:
     Purchase of property, plant, and equipment                                  (4,637)              (8,335)
     Short-term investment with affiliate                                              -                8,586
     Sale of other assets                                                             20                   64
                                                                           -------------- --- ----------------

Net cash provided (used) in investing activities                                 (4,617)                  315
                                                                           --------------     ----------------

Cash flows from financing activities:
     Repayment of long-term debt                                                (19,000)                    -
     Proceeds from long-term debt                                                     81                    -
     Proceeds from restricted common stock                                             5                    -
                                                                           --------------     ----------------

Net cash used in financing activities                                           (18,914)                    -
                                                                           --------------     ----------------

Effect of exchange rate changes on cash and cash equivalents                          63                  251
                                                                           --------------     ----------------

Net decrease in cash and cash equivalents                                       (21,746)              (3,013)
Cash and cash equivalents:
Beginning of period                                                               37,694               10,249
                                                                           --------------     ----------------

End of period                                                           $         15,948   $            7,236
                                                                           ==============     ================

           See accompanying Notes to Consolidated Financial Statements
</TABLE>


                                       5


<PAGE>

                             SILICONIX INCORPORATED

                   Notes to Consolidated Financial Statements
                                   (Unaudited)


Note 1.  Basis of Presentation

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

         In the  opinion of the  management  of the  Company,  the  consolidated
financial statements  appearing herein contain all adjustments  (consisting only
of normal recurring  accruals)  necessary for a fair presentation of the results
for,  and as of the end of, the  periods  indicated  therein.  These  statements
should be read in conjunction with the Company's  December 31, 1998 consolidated
financial  statements and notes thereto. The results of operations for the first
THREE  months  of 1999  are not  necessarily  indicative  of the  results  to be
expected for the full year.

Note 2.  Inventories

         The components of inventory consist of the following:

                                      April 4,                December 31,
                                         1999                        1998
                                         ----                        ----
                                                 (In thousands)

         Finished goods             $   7,595                  $   10,627
         Work-in-process               34,989                      32,348
         Raw materials                 10,140                       6,446
                                    ---------                  ----------
                                    $  52,724                  $   49,421
                                    ---------                  ----------

Note 3.  Restructuring Expense

         The Company  incurred a pre-tax  restructuring  charge of $19.8 million
relating  to the  acquisition  on March 2,  1998 of the  80.4%  interest  in the
Company by Vishay. Of the total, approximately $12.6 million related to employee
termination  costs covering  seven key executives and 72 technical,  production,
and administrative  employees.  The remaining $7.2 million  restructuring charge
relates to provisions  for certain  assets,  contract  cancellations,  and other
expenses. As of April 4, 1999, 77 employees have been terminated and the Company
settled  $11.5  million  in costs,  of which,  $9.6  million  were paid and $1.9
million were written off. In addition, $4.7 million has been charged against the
restructuring liability for the write-down of certain assets and other expenses.
At  April  4,  1999,  restructuring  charges  of $3.6  million  remain  accrued,
primarily relating to employee termination costs and contract cancellations. The
Company  anticipates  that it will  substantially  complete the remainder of its
restructuring by the end of 1999.


                                       6


<PAGE>

Note 4.  Contingencies

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

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

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

Note 5.  Recently Issued Accounting Pronouncements

         In  June  1998,  the  FASB  released  SFAS  No.  133,  "Accounting  for
Derivative  Instruments  and Hedging  Activities."  SFAS No. 133 establishes new
standards  accounting  and  reporting  for  derivative  instruments  and hedging
activities.  SFAS No. 133 requires that an entity  recognizes all derivatives as
either assets or liabilities in the statement of financial position and measures
those  instruments  at fair value.  The  statement is  effective  for all fiscal
quarters of fiscal years  beginning after June 15, 1999. The Company is still in
the process of assessing the impact that SFAS No. 133 will have on its financial
statements.

Note 6.  Comprehensive Income

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

The following are the components of comprehensive income:

<TABLE>
<CAPTION>
(In thousands)                                                             April 4,            March 29,
                                                                             1999                1998

<S>                                                                   <C>               <C>
Net income(loss)                                                      $          9,725  $          (11,352)
Foreign currency translation adjustment                                             63                  61

Comprehensive income(loss)                                                       9,788             (11,291)
The component of accumulated other comprehensive income,
is as follows:
Foreign currency translation adjustment                               $          (718)  $             (518)

</TABLE>

                                       7


<PAGE>

Note 7.  Segment Reporting

         The  Company is engaged  primarily  in the  designing,  marketing,  and
manufacturing  of power  and  analog  semiconductor  products.  The  Company  is
organized in three  operating  segments  which due to their  inter-dependencies,
similar long-term  economic  characteristics,  shared  production  processes and
distribution  channels have been aggregated to one reportable  operating segment
under the criteria of Statement of Financial  Accounting  Standards ("SFAS") No.
131, "Disclosures about Segments of an Enterprise and Related Information".


                                       8


<PAGE>

Item 2.

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

Overview

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

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

Results of Operations

         Revenues  for the first  quarter of 1999 were $81.0  million,  compared
with $65.3  million in the first  quarter of 1998.  The  increase in revenue was
primarily  the  result of  increased  sales in the Asia  Pacific  region for the
Company's  Power IC and Power Mosfet  products.  This increase was driven by the
recovery  of the  portable  communication  and  computer  markets as well as the
successful new product introductions into these markets. Beginning in the fourth
quarter of 1998, the Company has experienced a significant  increase in bookings
in all regions except for Europe where bookings remain flat to 1998 levels.  The
Company expects this trend to continue  through the second quarter as the global
semiconductor market continues to recover from the weakness experienced in 1998.
Additionally,  the  Company's new product  focus on portable  communication  and
computer  markets should serve to solidify the Company's  strategic  position in
these key markets and serve as  launching  pad from which to grow the  Company's
revenue base in the future.

         Gross profit for the first  quarter of 1999 was 37%,  compared with 39%
in the first quarter of 1998. The two  percentage  point decline in gross profit
was primarily the result of pricing pressure for Power Mosfet products offset by
material  cost  reductions  and  manufacturing  efficiencies  gained  from  full
utilization of the Company's existing  manufacturing capacity which began in the
fourth  quarter of 1998 and will  continue  through the second  quarter of 1999.
While the Company expects  continued  pricing pressure  throughout the year, the
level of price  decline is expected to be slower than 1998 due to strong  demand
for the Company's  higher  margin  products as well as the  short-term  capacity
constraints currently facing the Company. In an effort to preserve the Company's
operating results in light of continued downward pressure on prices, the Company
will continue to aggressively  implement its cost reduction  programs as well as
focus its investment in new products which tend to have higher margins.


                                       9


<PAGE>

         Research and  development  expenses  decreased to $4.0 million or 5% of
sales in the first quarter of 1999 from $5.0 million or 8% of sales for the same
quarter of 1998. The decrease was the result of a $0.8 million  one-time  charge
in the first  quarter  of 1998 from  Daimler-Benz  for prior  joint  development
projects. For the year, research and development expenses are expected to exceed
1998 levels as the Company continues to commit significant  resources in support
of its long-term growth  objectives and to further develop its PowerConnect (TM)
packaging  technology and LITTLE FOOT PLUS (TM) family.  The Company believes it
is  critical  to  continue  to make  significant  investments  in  research  and
development to ensure the  availability of innovative  technology that meets the
current  and future  requirements  of its  customers.  Accordingly,  the Company
expects in future years to continue to devote substantial  resources to research
and development programs.


         Selling,  marketing,  and  administration  expenses  decreased to $11.6
million or 14% of sales in the first  quarter of 1999 from $16.7  million or 26%
of sales for the same quarter of 1998.  The $5.1 million  decrease is the result
of the successful execution of the Company's restructuring plan that has reduced
the Company's  infrastructure and due to certain cost reduction initiatives that
began in the middle part of 1998 to reduce the Company's  overall cost structure
in  response  to  current  business  conditions.  While the  Company's  selling,
marketing  and  administration  expenses  are  expected to rise over the year to
support the Company's increasing revenue base, the 1999 expenses are expected to
remain significantly below the 1998 level.

         The Company  incurred a pre-tax  restructuring  charge of $19.8 million
relating  to the  acquisition  on March 2,  1998 of the  80.4%  interest  in the
Company by Vishay. Of the total, approximately $12.6 million related to employee
termination  costs covering  seven key executives and 72 technical,  production,
and administrative  employees.  The remaining $7.2 million  restructuring charge
relates to provisions  for certain  assets,  contract  cancellations,  and other
expenses. As of April 4, 1999, 77 employees have been terminated and the Company
settled  $11.5  million  in costs,  of which,  $9.6  million  were paid and $1.9
million were written off. In addition, $4.7 million has been charged against the
restructuring liability for the write-down of certain assets and other expenses.
At  April  4,  1999,  restructuring  charges  of $3.6  million  remain  accrued,
primarily relating to employee termination costs and contract cancellations. The
Company  anticipates  that it will  substantially  complete the remainder of its
restructuring by the end of 1999.

         Income tax expense  for the first  quarter of 1999  increased  by $10.1
million  from the same  quarter of 1998 due to the  increase in earnings  before
tax.


Liquidity and Capital Resources

         Cash and cash equivalents  decreased by $21.7 million from December 31,
1998  due to  large  expenditures  in the  first  quarter  of 1999  for  capital
expenditures,  royalty payments, commissions, and yearly management and employee
bonuses.  In the  first  quarter  of 1999,  the  Company  repaid  a $16  million
promissory  note for the purchase of an additional  40% interest in its Simconix
subsidiary as well as $3 million  relating to the $34.6 million  promissory note
to Vishay.  In an effort to further reduce interest  expense and improve income,
the Company repaid  another $5 million of the  promissory  note to Vishay at the
end of April 1999.  Management  believes that the cash flow from  operations and
existing  lines of credit  with  Vishay  will be  sufficient  to meet its normal
operating  requirements  and to fund its research and  development,  capital and
restructuring activities.

         Accounts  receivable  increased by $1.4 million or 4% from December 31,
1998  primarily  due to the  increase in revenues of 6%.  Revenues for the first
quarter of 1999 were $81.0  million,  compared with $76.6 million for the fourth
quarter of 1998.

         Net  affiliate  accounts  receivable/payable  decreased by $6.6 million
from  December  31,  1998  mainly  due to  the  timing  of  cash  received  from
unconsolidated affiliates.


                                       10


<PAGE>

         Inventories  increased  by $3.3  million or 7% from  December  31, 1998
primarily  as a result  of an  increase  in raw  materials  and  work-in-process
inventories  required to support the increased  capacities in production volumes
called for by the Company's  higher revenue levels and the  consolidation of the
Simconix inventory.

         Capital  expenditures  were $4.6 million in the first  quarter of 1999,
compared  to $8.3  million  in the first  quarter  of 1998.  These  expenditures
related  to the  continuation  of the  Company's  capacity  expansion  plan that
resumed  in the  fourth  quarter of 1998  after the  downturns  in the  previous
quarters as well as the  investment  in equipment to support the  Company's  new
technology products.  The new equipment has assisted in increased  manufacturing
capacities  that the  company  has  experienced  in the first  quarter  of 1999.
Management believes that these investments are essential to the future growth of
the Company and its ability to respond quickly to increases in customer demand.


         Current  liabilities  decreased by $9.1 million or 9% from December 31,
1998  mainly due to the  decrease in accounts  payable and  restructuring  costs
relating  to the Vishay  acquisition.  At April 4, 1999,  the  Company  has $3.6
million of accrued restructuring costs.

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

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

         The Company has  completed  the  assessment  of Year 2000 issues in all
areas,  including  testing  and  initial  contingency  planning.  The Company is
engaged in implementation work, while continuing to test each implementation and
is actively identifying contingency plans as necessary.  The Company's objective
is to  complete  Year  2000  readiness  by the  third  quarter  of  1999,  while
continuing to monitor and track the effectiveness of the preparation through all
critical date events.

         The Company currently  estimates total costs of the Year 2000 Readiness
Program  to be no more than $1.2  million.  At the end of the first  quarter  of
1999,  the Company has not spent any  material  amount and  expenses are covered
through normal operating budgets.

         The Company  believes that Year 2000 readiness will be largely achieved
by the third quarter of 1999, however, there can be no assurance that there will
be no delay or increased  cost  associated  with the programs  described in this
section or that there will be no adverse  effects on  operations  as a result of
Year 2000 readiness.


                                       11


<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 filings with the Securities and Exchange Commission.


                                       12


<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: May 18, 1999                         By: /s/King Owyang
                                               --------------
                                               King Owyang
                                               President and Chief Executive 
                                               Officer



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