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 2, 2000

                                       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 -- 29,879,040 outstanding shares as of
August 15, 2000.


                                       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 and six months ended July 2, 2000 and
              July 4, 1999                                                 3

              Consolidated balance sheets as
              of July 2, 2000 and December 31, 1999                        4

              Consolidated statements of cash flows for the six
              months ended July 2, 2000 and July 4, 1999                   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                                              12

            Signature                                                      13


                                       2

<PAGE>
<TABLE>
<CAPTION>

                             SILICONIX INCORPORATED
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

(In  thousands, except per share amounts)                              Three Months Ended                Six Months Ended
                                                                    July 2,          July 4,         July 2,          July 4,
                                                                     2000             1999            2000             1999
                                                                 -----------      -----------      -----------    ------------

<S>                                                             <C>               <C>                   <C>             <C>
Net sales                                                        $ 120,337        $  90,807        $ 234,802        $ 171,848
Cost of sales                                                       65,571           54,782          126,452          105,849
                                                                 ---------        ---------        ---------        ---------

Gross profit                                                        54,766           36,025          108,350           65,999

Operating expenses:
Research and development                                             5,477            3,987           10,729            8,007
Selling, marketing, and administration                              14,387           12,038           27,581           23,596
Goodwill amortization                                                  115              114              229              228
                                                                 ---------        ---------        ---------        ---------

Operating income                                                    34,787           19,886           69,811           34,168
Interest income (expense)                                            1,183             (294)           1,977           (1,029)
Other income (expense) - net                                           135             (937)            (893)            (711)
                                                                 ---------        ---------        ---------        ---------

Income before taxes and minority interest                           36,105           18,655           70,895           32,428
Income taxes                                                        (8,254)          (5,394)         (16,242)          (9,367)
Minority interest income of consolidated subsidiary                    (59)             (55)            (118)            (129)
                                                                 ---------        ---------        ---------        ---------

Net income                                                       $  27,792        $  13,206        $  54,535        $  22,932
                                                                 =========        =========        =========        =========

Net income per share (basic and diluted)                         $    0.93        $    0.44        $    1.83        $    0.77
                                                                 =========        =========        =========        =========

Shares used to compute earnings per share                           29,879           29,879           29,879           29,879
                                                                 =========        =========        =========        =========

          See accompanying Notes to Consolidated Financial Statements.

</TABLE>


                                       3

<PAGE>
<TABLE>
<CAPTION>

                             SILICONIX INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

(In thousands)                                                     July 2,           December 31,
                                                                    2000                1999
                                                                --------------     ----------------
<S>                                                          <C>                <C>
Assets
Current assets:
     Cash and cash equivalents                               $         61,899   $           26,876
     Note receivable from affiliate                                    37,000               31,000
     Accounts receivable, less allowances                              69,939               49,631
     Accounts receivable from affiliates                               27,236               16,128
     Inventories                                                       51,775               48,339
     Other current assets                                               9,912                6,023
     Deferred income taxes                                             10,286               10,286
                                                                --------------     ----------------

          Total current assets                                        268,047              188,283
                                                                --------------     ----------------
Property, plant, and equipment, at cost:
     Land                                                               1,715                1,715
     Buildings and improvements                                        48,472               48,027
     Machinery and equipment                                          304,731              284,496
                                                                --------------     ----------------

                                                                      354,918              334,238
     Less accumulated depreciation                                    197,847              184,812
                                                                --------------     ----------------

          Net property, plant, and equipment                          157,071              149,426

Goodwill                                                                8,132                8,361
Other assets                                                              649                  608
                                                                --------------     ----------------

Total assets                                                 $        433,899   $          346,678
                                                                --------------     ----------------
Liabilities and Stockholders' Equity
Current liabilities:
     Accounts payable                                        $         34,668   $           27,524
     Accounts payable to affiliates                                    41,315               26,244
     Accrued payroll and related compensation                           8,403                9,998
     Accrued restructuring charge                                       1,206                2,746
     Other accrued liabilities                                         60,925               47,442
                                                                --------------     ----------------

          Total current liabilities                                   146,517              113,954
                                                                --------------     ----------------

Long-term debt, less current portion                                    1,879                1,700
Deferred income taxes                                                  11,399               11,399
Minority interest                                                       3,370                3,324
                                                                --------------     ----------------

Total liabilities                                                     163,165              130,377
                                                                --------------     ----------------
Commitments and contingencies
Stockholders' equity
     Common stock                                                         299                  299
     Additional paid-in-capital                                        59,360               59,354
     Retained earnings                                                211,937              157,402
     Accumulated other comprehensive  loss                              (862)                (754)
                                                                --------------     ----------------

          Total stockholders' equity                                  270,734              216,301
                                                                --------------     ----------------

Total liabilities and stockholders' equity                   $        433,899   $          346,678
                                                                ==============     ================

          See accompanying Notes to Consolidated Financial Statements.
</TABLE>

                                       4

<PAGE>
<TABLE>
<CAPTION>

                             SILICONIX INCORPORATED
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                                    Six Months Ended
                                                                              July 2,             July 4,
(In thousands)                                                                 2000                1999
                                                                           --------------     ----------------
<S>                                                                     <C>                <C>
Cash flows from operating activities:
      Net income                                                        $         54,535   $           22,932
Adjustments to reconcile net income to net cash provided by
operating activities:
     Depreciation and amortization                                                13,446               14,805
     Payment of pension benefits                                                    (126)                   -
     Restructuring                                                                (1,540)              (1,883)
     Other non-cash (income) and expenses                                            305                  234
     Changes in operating assets and liabilities:
          Accounts receivable                                                    (20,308)             (11,841)
          Accounts receivable from affiliates                                    (11,108)             (68,139)
          Inventories                                                             (3,436)              (5,822)
          Other current assets                                                    (4,112)               1,359
          Accounts payable                                                         7,144               (5,463)
          Accounts payable to affiliates                                          15,071               58,897
          Accrued liabilities                                                     11,934                2,946
                                                                           --------------     ----------------

Net cash provided by operating activities                                         61,805                8,025
                                                                           --------------     ----------------
Cash flows from investing activities:
     Purchase of property, plant, and equipment                                  (20,680)             (14,360)
     Sales of Asia subsidiaries                                                        -                6,152
     Short-term investment with affiliate                                         (6,000)                   -
     Sale of other assets                                                              -                  458
                                                                           -------------- --- ----------------

Net cash used by investing activities                                            (26,680)              (7,750)
                                                                           --------------     ----------------
Cash flows from financing activities:
     Repayment of long-term debt                                                       -              (30,000)
     Proceeds from long-term debt                                                      -                  233
     Proceeds from restricted common stock                                             6                   15
                                                                           --------------     ----------------

Net cash used by financing activities                                                  6              (29,752)
                                                                           --------------     ----------------

Effect of exchange rate changes on cash and cash equivalents                        (108)                  (7)
                                                                           --------------     ----------------

Net increase (decrease) in cash and cash equivalents                              35,023              (29,484)
Cash and cash equivalents:
     Beginning of period                                                          26,876               37,694
                                                                           --------------     ----------------

     End of period                                                      $         61,899                8,210
                                                                           ==============     ================

          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, 1999 consolidated
financial statements and notes thereto. The results of operations for the first
six months of 2000 are not necessarily indicative of the results to be expected
for the full year.

         In February 2000, the Company's stockholders approved an increase in
authorized shares of Common Stock from 10,000,000 to 100,000,000. In addition,
the Company's stockholders approved an amendment to the Company's Restated
Certificate of Incorporation to effect a three-for-one stock split of the
Company's outstanding Common Stock. All share and per share information have
been restated, as appropriate, to reflect the split.

Note 2.           Inventories

         The components of inventory consist of the following:

                                       July 2,       December 31,
                                        2000            1999
                                        ----            -----
                                             (In thousands)

         Finished goods             $  13,294          $   8,976
         Work-in-process               30,608             34,015
         Raw materials                  7,873              5,348
                                    ---------          ---------
                                    $  51,775          $  48,339
                                    ---------          ---------


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 an 80.4% interest in the Company
by Vishay Intertechnology, Inc. ("Vishay"). In February of 1998, the Company
began an across-the-board assessment of its cost structure. In connection with
this assessment and in response to the downturn of the semiconductor market
experienced in 1998, actions were taken to streamline operations and leverage
synergies with the parent company; a restructuring charge of $19.8 million was
recorded. 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
related to the closure of a manufacturing facility, termination of certain
distributors, write down of certain assets and other expenses. At July 2, 2000,
79 employees had been terminated and the Company had charged $18.6 million in
costs to restructuring, of which $12.3 million represented liabilities settled
in cash and $6.3 million represented assets written off. At July 2, 2000, a
restructuring charge of $1.2 million remained accrued, primarily relating to
ongoing

                                       6

<PAGE>

scheduled severance payments and pending contract cancellations being executed
under the restructuring plan. The Company anticipates that it will complete its
restructuring by the end of 2000.


Note 4.           Contingencies

         In 1996, the Company was a party to two environmental proceedings. The
first involved property that the Company vacated in 1972. In July 1989, the
California Regional Water Quality Control Board ("RWQCB") issued Cleanup and
Abatement Order No. 89-115 both to the Company and the current owner of the
property. The Order alleged that the Company contaminated both the soil and the
groundwater on the property by the improper disposal of certain chemical
solvents. The RWQCB considered both parties to be liable for the contamination
and sought to have them decontaminate the site to acceptable levels. The Company
subsequently reached a settlement of this matter with the current owner of the
property. The settlement provides that the current owner will indemnify the
Company and its employees, officers, and directors against any liability that
may arise out of any governmental agency actions brought for environmental
cleanup of the subject site, including liability arising out of RWQCB Order No.
89-115, to which the Company remains nominally subject.

         The second proceeding involves the Company's Santa Clara, California
facility, which the Company has owned and occupied since 1969. In February 1989,
the RWQCB issued Cleanup and Abatement Order No. 89-27 to the Company. The Order
was based on the discovery of contamination of both the soil and the groundwater
on the property by certain chemical solvents. The Order called for the Company
to specify and implement interim remedial actions and to evaluate final remedial
alternatives. The RWQCB issued a subsequent order requiring the Company to
complete the decontamination. The Company is complying with the RWQCB's orders.

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

         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 1999, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 137 , "Accounting for
Derivative Instruments and Hedging Activities -- Deferral of the Effective Date
of FASB Statement No. 133." This statement defers the effective date of the
implementation of SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," dealing with the accounting and reporting standards for
derivative instruments and hedging activities, to all fiscal quarters of fiscal
years beginning after June 15, 2000. The Company continues its process of
assessing the impact of SFAS No. 133 on its financial statements.

         In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), Revenue Recognition, which
provides guidance on the recognition, presentation and disclosure of revenue in
financial statements filed with the SEC. SAB 101 outlines the basic criteria
that must be met to recognize revenue and provides guidance for disclosures
related to revenue recognition policies. Any changes to the Company's revenue
recognition policy resulting from the implementation of SAB 101 would not
involve any restatement of prior periods, but would be reported as a change in
accounting principle in the quarter ending December 31, 2000. To the extent that
SAB 101 is relevant to the recognition of revenue on the Company's future
shipments, the Company would adopt the new accounting principle effective
January 1, 2001. Accordingly, any shipments previously reported as revenue that
do not meet SAB 101 revenue recognition guidance would be recorded as revenue in
future periods. The Company is still in the process of assessing the impact of
SAB 101 on its financial statements. Management believes that SAB 101 will not
affect the underlying strength of the Company's operations as measured by the
dollar value of its products shipped and cash flows from operations.

                                       7

<PAGE>

Note 6.               Comprehensive Income

         As of January 1, 1998, the Company adopted SFAS 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 stockholders' 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 stockholders' equity.

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

                                                 Three Months Ended           Six Months Ended
                                               July 2,      July 4,         July 2,       July 4,
                                                2000          1999           2000          2000
                                                ----          ----           ----          ----

<S>                                       <C>              <C>               <C>             <C>
Net Income                                   $   27,792    $  13,206      $  54,535    $   22,932

Other comprehensive income (loss):
Foreign currency translation adjustment            (49)         (70)          (108)           (7)
                                              ----------    ---------      ---------    ----------

Total other comprehensive income (loss)            (49)         (70)          (108)           (7)

Comprehensive income                         $   27,743    $  13,136      $  54,427    $   22,925
                                              ==========    =========      =========    ==========
</TABLE>


Note 7.               Segment Reporting

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


Note 8.           Earnings Per Share

         In accordance with SFAS No. 128, "Earnings per Share," basic earnings
per common share are computed using the weighted average common shares
outstanding during the period. Diluted earnings per common share incorporates
the incremental shares issuable upon the assumed exercise of stock options when
dilutive. Due to the Company's simple capital structure, basic and diluted EPS
are the same.


                                       8

<PAGE>


Item 2.

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

Overview

         Siliconix incorporated (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, cellular phones, fixed communication networks,
automobiles and other electronic systems. Power MOSFET is the producer of
low-voltage, surface-mount Power MOSFET products primarily used in 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 1999
worldwide sales of $383.3 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. The Company is also in the process of
transferring its power product technology to a subcontractor in Japan in order
to leverage the lower manufacturing costs overseas as well as to insure an
adequate supply of wafers in the future. Analog switches and multiplexer
products were formerly fabricated in the Company's four-inch wafer fab in Santa
Clara, California. However, as previously announced, the Company closed this
facility on December 31, 1999, due to the age of the facility and its lack of
cost competitiveness. The manufacturing of wafers for analog switches and
multiplexers is now being done by a foundry in Dresden, Germany. Small signal
transistors are manufactured by a subcontractor in Beijing, China. Assembly and
test facilities include Company owned facilities in Kaohsiung, Taiwan and
Shanghai, China, as well as subcontractors in the Philippines, Taiwan, and
China. The Company's combination of internal and external manufacturing capacity
gives it a global manufacturing presence, allowing the Company to respond
quickly to changes in customer demand as well as allowing the Company added
flexibility in any given business cycle. The Company will continue to rely
heavily on subcontractors in its manufacturing strategy as this allows the
Company to take advantage of incremental capacity without the burden of a
significant increase in the fixed cost infrastructure.

         Vishay Intertechnology, Inc. ("Vishay"), a Fortune 1000 Company, owns
an 80.4% interest in the Company. Vishay is the largest U.S. and European
manufacturer of passive electronic components (resistors, capacitors, and
inductors) and a leading producer of discrete semiconductor components (diodes,
transistors and optoelectronic products). All of these components are vital to
the operation of electronic circuits and can be found in computers, telephones,
TVs, automobiles, household appliances, medical equipment, satellites, military
and aerospace equipment. With headquarters in Malvern, Pennsylvania, Vishay
employs over 20,000 people in over 60 facilities in the U.S., Mexico, Germany,
Austria, the United Kingdom, France, Portugal, the Czech Republic, Israel,
Japan, Taiwan (R.O.C.), China, and the Philippines.


Results of Operations

         Revenues for the second quarter of 2000 were a record $120.3 million
compared with $90.8 million for the second quarter of 1999. Revenues for the
first half of 2000 were $234.8 million compared with $171.8 million for the
first half of 1999. The increase of 33% from the second quarter of 1999 was due
to strong demand for the Company's products from the communication and computer
market segments. The Asia Pacific and Europe regions experienced the greatest
revenue increases over the second quarter of the prior year due to increased
demand from our regional distributors and especially high demand in the fixed
telecommunication market segment. The Company continued to experience strong
demand for its Power MOSFET and Signal Processing products. However, the revenue
growth generated by these products was offset by a decline in demand for the
Company's Power Integrated Circuit products, due to the cancellation of certain
customer programs. The backlog for the third quarter of 2000 remains strong as
the Company's focus on and strategic position in the portable communication and
computer markets has positioned it well in these fast growing market segments.
While the demand for the Company's products remains strong, further revenue
growth will be highly dependent upon the ramp up of wafer production at the
Company's

                                       9

<PAGE>

new Japanese foundry partner as well as customer qualification and acceptance of
the products manufactured at this new location.

         Gross profit for the first half of 2000 was 46% compared to 38% in the
first half of 1999. Gross profit for the second quarter of 2000 was 46%,
compared to 40% in the second quarter of 1999. The increase in margins was
mainly due to economies of scale in manufacturing operations and further
productivity improvements, as well as further advances in technologies. The
Company's manufacturing capacities were at full utilization at the end of the
second quarter of 2000. Management expects continued pricing pressure throughout
the second half of 2000; however, the level of price decline experienced is
expected to be slower than in previous years due to strong demand for the
Company's 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 reductions programs as well as focus
its investments in new products, which tend to have higher margins.

         Research and development expenses increased to $10.7 million or 4.6% of
sales in the first half of 2000 from $8.0 million or $4.7% of sales in the first
half of 1999. The increase in research and development expenses reflected the
Company's continued commitment to the development of new products and
technologies and should allow the Company to release a record number of new
products during 2000. For the second quarter of 2000, research and development
expenses were $5.5 million compared to $4.0 million for the same quarter of
1999. 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 the Company's
customers. Accordingly, the Company expects to continue to devote substantial
resources to research and development programs.

         Selling, marketing, and administration expenses increased to $27.6
million in the first half of 2000 compared with $23.6 million in the first half
of 1999. The increase was primarily due to increased sales and marketing
spending, consistent with higher revenues and increased new product
introductions. For the second quarter of 2000, selling, marketing, and
administration expenses were $14.4 million compared with $12.0 million for the
same period of 1999. Selling, marketing, and administration expenses as a
percentage of net sales for the second quarter and first half of 2000 decreased
to 11.9% and 11.7% respectively, compared with 13.2% for the second quarter of
1999 and 13.7% for the first half of 1999.

         Interest income for the first half of 2000 was $2.0 million compared
with interest expense of $1.0 million in the first half of 1999. For the second
quarter of 2000, interest income was $1.2 million compared with interest expense
of $0.3 million in the second quarter of 1999. The Company repaid all of its
outstanding loans as of December 31, 1999 and invested $37.0 million of its
excess cash with Vishay, the Company's parent, to provide the Company with
short-term interest income on its excess cash balances. The investment with
Vishay bears an interest rate of 7.5% and is callable by the Company at any
time. This rate compares favorable to other investment vehicles that offer
similar terms and conditions. All other excess cash not immediately needed to
fund the Company's operations is invested in overnight investment accounts as
well as money market funds.

         Other expense was $0.9 million for the first half of 2000 compared with
$0.7 million in the first half of 1999. The increase was mainly due to
unrecognized currency losses for the Company's assets denominated in European
currencies.

         Income tax expense for the first half of 2000 increased by $6.9 million
to $16.2 million as compared to the first half of 1999 due to the increase in
earnings before tax.


Liquidity and Capital Resources

         Cash and cash equivalents as of July 2, 2000 increased by $35 million
from December 31, 1999 due to the Company's strong operating cash flows driven
by its increasing revenues mainly for the Company's Power MOSFET and Signal
Processing products.

         Net cash provided by operating activities was $61.8 million in the
first six months of 2000 compared with $8.0 million in the same period of 1999.
Accounts receivable as of July 2, 2000 increased by $20.3 million from December
31, 1999 primarily due to the increase in revenues as well as longer payment
terms granted to customers in the Asia Pacific and Europe regions. Net affiliate
accounts

                                       10

<PAGE>

receivable/payable as of July 2, 2000 increased by $3.9 million from December
31, 1999 mainly due to the timing of cash payments due to unconsolidated
affiliates.

         Inventories increased by $3.4 million in the first half of 2000 from
December 31, 1999. Raw materials as of July 2, 2000 increased by $2.5 million
from December 31, 1999 as the Company began to increase its purchases of
silicon, piece parts and foundry wafers to support higher production
requirements and to avoid bottlenecks in its supply chain. Work-in-process as of
July 2, 2000 decreased by $3.4 million from December 31, 1999 due to the closure
of the Company's 4-inch wafer fab in Santa Clara on December 31,1999 and due to
a significant decrease in the Company's die bank as a result of the increased
sales volume. The Company made the strategic decision to convert die bank
inventory to finished good products in order to maximize backend-manufacturing
capacities as a result of the ongoing strong demand for its products. Therefore,
finished good inventory as of July 2, 2000 increased by $4.3 million from
December 31, 1999.

         Accounts payable as of July 2, 2000 increased by $7.1 million from
December 31, 1999 mainly due to the increased business volume required to
support higher revenue levels. Accrued liabilities as of July 2, 2000 increased
by $13.5 million from December 31, 1999 mainly due to the increase in accrued
income taxes.

         Net cash used by investing activities was $26.7 million in the first
half of 2000 compared with $7.8 million in the same period of 1999. Capital
expenditures increased to $20.7 million in the first half of 2000 compared with
$14.4 million in the first half of 1999, primarily related to plant capacity
expansion, new technology, and regulatory compliance. Capital spending in 2000
is expected to substantially exceed the 1999 level as the Company continues its
capacity expansion plans and invests significantly in its next generation
products and technologies.

         The Company invested an additional $6.0 million in the first quarter of
2000 with Vishay. This investment was made to provide the Company with
short-term interest income on its excess cash balances. The investment with
Vishay is in the form of a note receivable bearing an interest rate of 7.5% and
is callable by the Company at any time. This rate compares favorable to other
investment vehicles that offer similar terms and conditions. As of July 2, 2000
the Company had $37.0 million of outstanding notes receivable from Vishay.

         Management expects that future cash flows from operations will be
sufficient to meet the Company's normal operating requirements and to fund its
research and development and capital expenditure plans.




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.
These risks could cause actual results to differ materially from those stated or
implied. Siliconix incorporated assumes no obligation to update this
information.


                                       11

<PAGE>


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


         (a)      The registrant's Annual Meeting of Stockholders was held on
                  June 15, 2000.

         (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              25,591,524            302,126
                           Arndt               25,586,024            307,626
                           Lipcaman            25,586,024            307,626
                           Rosenberg           25,753,445            140,205
                           Segall              25,754,645            139,005
                           Smith               25,586,024            307,626


                  2.       Ratification of the appointment of Ernst & Young LLP
                           as the registrant's auditors for the fiscal year
                           ending December 31, 2000

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

                  25,891,727             1,200          723               -0-

         (d)      Not applicable.



Item 5. Other Information

                  Not applicable


Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits

                  27 - Financial Data Schedule

         (b)      Not applicable


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<PAGE>


                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                               SILICONIX INCORPORATED



Date: August 15, 2000                          By: /s/ King Owyang
                                                   ----------------------------
                                                   King Owyang
                                                   President and Chief Executive
                                                   Officer



                                               By:  /s/ William M. Clancy
                                                  -----------------------------
                                                   William M. Clancy
                                                   Principal Accounting Officer


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