SECURITIES AND EXCHANGE COMMISSION

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

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

                   For the quarterly period ended JULY 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
AUGUST 13, 1999.


                                       1

<PAGE>

                             SILICONIX INCORPORATED

                         TABLE OF CONTENTS TO FORM 10-Q


Part I.    Financial Information                                        Page No.

Item 1     Financial Statements

             Consolidated statements of operations for the three
             months and six months ended July 4, 1999 and
             June 28, 1998.                                                  3

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

             Consolidated statements of cash flows for the six months
             ended July 4, 1999 and June 28, 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

Item 4     Submission of Matters to a Vote of Security Holders               12

           Signature                                                         13


                                       2

<PAGE>

                             SILICONIX INCORPORATED
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

(In  thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                    Three months ended            Six months ended
                                                               July 4, 1999   June 28, 1998   July 4, 1999  June 28, 1998
<S>                                                            <C>             <C>             <C>          <C>
Net sales                                                     $    90,807     $    70,371     $ 171,848     $  135,621
Cost of sales                                                      54,782          49,280       105,849         89,419
                                                               ----------     ------------    ---------     -----------

Gross profit                                                       36,025          21,091        65,999         46,202

Operating expenses:
Research and development                                            3,987           3,831         8,007          8,860
Selling, marketing, and administration                             12,038          13,079        23,596         29,791
Goodwill amortization                                                 114             103           228            103
Restructuring                                                                          --                       19,751

Operating income (loss)                                            19,886           4,078        34,168        (12,303)
Interest expense                                                    (294)            (728)        (1029)        (1,282)
Other (income) expense - net                                        (937)            (553)         (711)        (1,082)
                                                               ----------     ------------    ---------     -----------

Income (loss) before taxes and minority interest                   18,655           2,797        32,428        (14,667)
Income taxes                                                      (5,394)            (959)       (9,367)         5,153
Minority interest in income of consolidated subsidiary               (55)             (58)         (129)           (58)
                                                               ----------     ------------    ---------     -----------

Net income (loss)                                              $  13,206      $     1,780     $  22,932     $   (9,572)
                                                               ==========     ============    =========     ===========

Net income (loss) per share (basic and diluted)                $    1.33      $       .18     $    2.30     $     (.96)
                                                               ==========     ============    ==========    ===========

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

</TABLE>

          See accompanying notes to consolidated financial statements.


                                       3

<PAGE>

                             SILICONIX INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

(In thousands, except share data)
<TABLE>
<CAPTION>
                                                                        July 4,      December 31,
                                                                         1999             1998
                                                                    -------------      -----------
Assets
Current assets:
<S>                                                                 <C>                <C>
     Cash and cash equivalents                                      $       8,210      $    37,694
     Accounts receivable, less allowances                                  47,400           35,559
     Accounts receivable from affiliates                                   78,056            9,917
     Inventories                                                           55,242           49,421
     Other current assets                                                   7,508            8,867
     Deferred income taxes                                                 15,182           15,182
                                                                     -------------     ------------

          Total current assets                                            211,598          156,640
                                                                     -------------     ------------

Property, plant, and equipment, at cost:
     Land                                                                   1,715            1,576
     Buildings and improvements                                            47,825           47,962
     Machinery and equipment                                              280,883          266,525
                                                                     -------------     ------------

                                                                          330,423          316,063
     Less accumulated depreciation                                        180,252          165,677
                                                                     -------------     ------------

          Net property, plant, and equipment                              150,171          150,386

Goodwill                                                                    8,590            8,820
Other assets                                                                  955            1,413
                                                                     -------------     ------------

Total assets                                                        $     371,314      $   317,259
                                                                     -------------     ------------

Liabilities and Shareholders' Equity Current liabilities:
     Accounts payable                                               $      18,484      $    23,947
     Accounts payable to affiliates                                        94,241           29,192
     Accrued payroll and related compensation                               9,975           11,694
     Accrued restructuring charge                                           3,469            5,352
     Accrued liabilities                                                   37,592           32,803
                                                                     -------------     ------------

          Total current liabilities                                       163,761          102,988
                                                                     -------------     ------------

Long-term related party debt                                               20,570           50,570
Long-term debt, less current portion                                        1,454            1,221
Deferred income taxes                                                       9,170            9,170
Minority interest                                                           3,280            3,170
                                                                     -------------     ------------

     Total liabilities                                                    198,235          167,119
                                                                     -------------     ------------
Commitment and contingencies
Shareholders' equity
     Common stock                                                             100              100
     Additional paid-in-capital                                            59,551           59,536
     Retained earnings                                                    114,216           91,285
     Accumulated other comprehensive  loss                                   (788)            (781)
                                                                     -------------     ------------

          Total shareholders' equity                                      173,079          150,140
                                                                     -------------     ------------

Total liabilities and shareholders' equity                          $     371,314      $   317,259
                                                                     =============     ============

</TABLE>

           See accompanying Notes to Consolidated Financial Statements


                                       4

<PAGE>

                             SILICONIX INCORPORATED
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                  Six Months Ended
                                                                              July 4,         June 28,
(In thousands)                                                                 1999             1998
                                                                          -------------    -------------

Cash flows from operating activities:
<S>                                                                     <C>               <C>
Net income (loss)                                                       $     22,932      $     (9,572)
Adjustments to reconcile net income (loss) to net cash provided
(used) by operating activities:
     Depreciation and amortization                                            14,805            13,479
     Deferred income taxes                                                         -            (5,681)
     Undistributed earnings from joint venture                                     -              (970)
     Payment of pension benefits                                                   -               (97)
     Restructuring                                                           (1,883)            12,788
     Other non-cash (income) and expenses                                       234                248
     Changes in operating assets and liabilities:
          Accounts receivable                                                (11,841)           21,606
          Accounts receivable from affiliates                                (68,139)           (9,769)
          Inventories                                                         (5,822)          (10,619)
          Other assets                                                         1,359              (189)
          Accounts payable                                                    (5,463)           (4,470)
          Accounts payable to affiliates                                      58,897             7,950
          Accrued liabilities                                                  2,946            (2,783)
                                                                         ------------     -------------

Net cash provided by operating activities                                      8,025            11,921
                                                                         ------------     -------------

Cash flows from investing activities:
     Purchase of property, plant, and equipment                             (14,360)          (14,726)
     Sale of Asia Subsidiaries                                                6,152                 -
     Cash acquired from purchase of business                                      -               977
     Short-term investment with affiliate                                         -             8,586
     Sale of other assets                                                       458                67
                                                                         ------------     -------------

Net cash used in investing activities                                        (7,750)           (5,096)
                                                                         ------------     -------------

Cash flows from financing activities:
     Repayment of long-term debt                                            (30,000)                -
     Proceeds from long-term debt                                               233
     Proceeds from related party debt                                             -            14,300
     Proceeds from restricted common stock                                       15                 -
                                                                         ------------     -------------

Net cash provided (used) in financing activities                            (29,752)           14,300
                                                                         ------------     -------------

Effect of exchange rate changes on cash and cash equivalents                     (7)              195
                                                                         ------------     -------------

Net increase (decrease) in cash and cash equivalents                        (29,484)           21,320
Cash and cash equivalents:
Beginning of period                                                          37,694            10,249
                                                                         ------------     -------------

End of period                                                           $     8,210       $    31,569
                                                                         ============     =============
</TABLE>

           See accompanying Notes to Consolidated Financial Statements


                                       5

<PAGE>


                             SILICONIX INCORPORATED

                   Notes to Consolidated Financial Statements
                                   (Unaudited)


Note 1.           Basis of Presentation

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

         In the  opinion of the  management  of the  Company,  the  consolidated
financial statements  appearing herein contain all adjustments  (consisting only
of normal recurring  accruals)  necessary for a fair presentation of the results
for,  and as of the end of, the  periods  indicated  therein.  These  statements
should be read in conjunction with the Company's  December 31, 1998 consolidated
financial  statements and notes thereto. The results of operations for the first
SIX 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:

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

         Finished goods             $   7,119            $   10,627
         Work-in-process               39,111                32,348
         Raw materials                  9,012                 6,446
                                    ---------            ----------
                                    $  55,242            $   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 July 4, 1999, 77 employees have been terminated and the Company
settled  $11.6  million  in costs,  of which,  $9.7  million  were paid and $1.9
million were written off. In addition, $4.7 million has been charged against the
restructuring liability for the write-down of certain assets and other expenses.
At July 4, 1999, restructuring charges of $3.5 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  Company  adopted  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.

Note 6.           Comprehensive Income

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

The following are the components of comprehensive income:
<TABLE>
<CAPTION>

(In thousands)                                 Three Months Ended               Six Months Ended
                                              July 4,        June 28,         July 4,        June 28,
                                              1999            1998            1999             1998

<S>                                          <C>             <C>              <C>            <C>
Net income(loss)                             $  13,206       $  1,780         $  22,932      $ (9,572)
Foreign currency translation adjustment            (70)           (36)               (7)           25

Comprehensive income(loss)                      13,136          1,744            22,925        (9,547)
The component of accumulated
Comprehensive income, is as follows:
Foreign currency translation adjustment      $    (788)      $   (554)        $    (788)     $   (554)
</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".

Note 8.           Sale of Asia Pacific Subsidiaries

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


                                       8

<PAGE>

Item 2.

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

Overview

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

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

Results of Operations

         Revenues for the second  quarter of 1999 were a record of $90.8 million
compared to $70.4 for the second quarter of 1998. Revenues for the first half of
1999 were $171.8 million,  compared to $135.6 million in the first half of 1998.
The increase in revenue is mainly due to strong sales in Asia Pacific as well as
increased  sales in all other  geographic  regions  for the  quarter.  Increased
demand from the telecommunication and computer markets for power Mosfet products
accounted for much of the revenue growth in the second quarter and first half of
1999. The Company has experienced a significant increase in bookings,  beginning
in the fourth  quarter of 1998 and expects  this trend to  continue  through the
third quarter of 1999. 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 half of 1999 was 38%, compared to 34% in the
first half of 1998.  Gross Profit for the second  quarter was 40% compared  with
30% for the same  quarter  of 1998.  The  increase  is mainly due to the sale of
higher margin products and economies of scale in manufacturing  operations.  The
Company's  manufacturing  capacities  are at full  utilization at the end of the
second quarter of 1999. Management expects continued pricing pressure throughout
the year, however, the level of price decline is expected to be slower than 1998
and also below the level of price  decline  experienced  in the first quarter of
1999 due to strong  demand for the Company's  higher margin  products as well as
capacity constraints  currently facing the Company. In an effort to preserve the
Company's operating results, the Company will continue to aggressively implement
its cost  reduction  programs as well as focus its  investments  in new products
which tend to have higher margins.

                                       9

<PAGE>

         Research and  development  expenses  decreased to $8.0 million or 5% of
sales in the first  half of 1999 from $8.9  million  or 7% of sales for the same
quarter of 1998. The decrease was the result of a $0.8 million  one-time  charge
in the  first  half  of 1998  from  Daimler-Benz  for  prior  joint  development
projects.  For the second  quarter of 1999,  research and  development  was $4.0
million  compared  to $3.8  million  for same  quarter  of 1998.  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 $23.6
million or 14% of sales in the first  half of 1999 from $29.8  million or 22% of
sales for the same quarter of 1998.  The $6.2 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 and continued into 1999 to reduce the Company's
overall  cost  structure  in response to current  business  conditions.  For the
second quarter of 1999,  selling,  marketing,  and administration  expenses were
$12.0  million  compared to $13.1  million for same  quarter of 1998.  While the
Company's selling,  marketing and  administration  expenses are expected to rise
over the  year to  support  the  Company's  increasing  revenue  base,  the 1999
expenses are expected to remain significantly below the 1998 level.

         The Company  incurred a pre-tax  restructuring  charge of $19.8 million
relating  to the  acquisition  on March 2,  1998 of the  80.4%  interest  in the
Company by Vishay. Of the total, approximately $12.6 million related to employee
termination  costs covering  seven key executives and 72 technical,  production,
and administrative  employees.  The remaining $7.2 million  restructuring charge
relates to provisions  for certain  assets,  contract  cancellations,  and other
expenses. As of April 4, 1999, 77 employees have been terminated and the Company
settled  $11.6  million  in costs,  of which,  $9.6  million  were paid and $1.9
million were written off. In addition, $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 $3.5  million  remain  accrued,
primarily relating to employee termination costs and contract cancellations. The
Company  anticipates  that it will  substantially  complete the remainder of its
restructuring by the end of 1999.

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

         Income  tax  expense  for the  first  half of 1999  increased  by $14.5
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 $29.5 million from December 31,
1998 due to large expenditures for capital, royalty payments,  commissions,  and
yearly  management and employee  bonuses in the first half of 1999. In an effort
to further reduce interest  expense and improve  income,  the Company has repaid
$30  million  toward  the  promissory  notes to Vishay at the end of June  1999.
Management  believes that the cash flow from  operations  and existing  lines of
credit with Vishay will be sufficient to meet its

                                       10

<PAGE>

normal operating requirements and to fund its research and development,  capital
and restructuring activities.

         Accounts receivable increased by $11.8 million or 33% from December 31,
1998  primarily due to the increase in revenues of 27%.  Revenues for the second
quarter of 1999 were $90.8  million,  compared with $76.6 million for the fourth
quarter of 1998.

         Net  affiliate  accounts  receivable/payable  decreased by $3.1 million
from  December  31,  1998  mainly  due to  the  timing  of  cash  received  from
unconsolidated  affiliates.  Intercompany  balances  for Asia were  reclassed to
Affiliate payables/receivables due to the sale of the Asia subsidiaries.

         Inventories  increased  by $5.8  million or 12% 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 for  faster  customer
responsiveness  as lead  times  are  shortened.  Furthermore,  the  Company  has
contractual  agreements  for certain key customers to carry a certain  amount of
safety stock.

         Capital  expenditures  were  $14.4  million  in the first half of 1999,
compared  to $14.7  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  half  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 increased by $60.8 million or 59% from December 31,
1998 mainly due to the sale of the Asia subsidiaries.  Intercompany balances for
Asia were  reclassed to  Affiliate  payables/receivables.  At July 4, 1999,  the
Company has $3.5 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 is Year 2000 ready at the end of the second  quarter of
1999. The Company has spent approximately $1.1 million to complete the project.

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.

                                       11

<PAGE>

PART II - OTHER INFORMATION

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

         (a) The registrant's Annual Meeting of Stockholders was held on June 2,
1999.

         (b)      Not applicable.

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

                  1.       Election of Directors


                           Nominee               For                 Abstain
                           -------               ---                 -------

                           Owyang                9,630,759           48,632
                           Arndt                 9,633,459           45,932
                           Lipcaman              9,633,444           45,947
                           Smith                 9,633,559           45,832


                  2.       Ratification  of the appointment of Ernst & Young LLP
                           as the  registrant's  auditors  for the  fiscal  year
                           ending December 31, 1999

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

                  9,672,861            4,538            1,992           -0-

         (d)      Not applicable.

                                       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: August 13, 1999                        By: /s/ King Owyang
                                                ------------------------------
                                                 King Owyang
                                                 President and Chief Executive
                                                 Officer



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

<PAGE>