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 June 29, 2002

                                       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 12, 2002.


                                       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 June 29, 2002 and June 30, 2001       3

                 Consolidated Balance Sheets as of June 29, 2002 and
                 December 31, 2001                                          4

                 Consolidated Statements of Cash Flows for the
                 six months ended June 29, 2002 and June 30, 2001           5

                 Notes to Consolidated Financial Statements                 6

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



Part II.       Other Information

Item 1         Legal Proceedings                                            11

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

Item 6         Exhibits and Reports on Form 8-K                             13

               Signatures


                                       2

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements.

<TABLE>
<CAPTION>

                             SILICONIX INCORPORATED
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

(In thousands, except per share amounts)                  Three Months Ended                 Six Months Ended
                                                        June 29,      June 30,           June 29,       June 30,
                                                          2002          2001              2002            2001
                                                       ----------     ---------         ---------       ---------

<S>                                                    <C>            <C>               <C>             <C>
Net sales                                              $  94,935      $  73,288         $ 178,537       $ 161,425
Cost of sales                                             65,661         54,042           124,855         113,853
                                                       ---------      ---------         ---------       ---------

Gross profit                                              29,274         19,246            53,682          47,572

Operating expenses:
Research and development                                   5,504          4,651            10,266           8,986
Selling, marketing, and administration                    11,073         10,279            20,698          21,626
Goodwill amortization                                       --              115              --               229
                                                       ---------      ---------         ---------       ---------

Operating income                                          12,697          4,201            22,718          16,731
Interest income                                              635          1,385             1,488           3,563
Other income (expense) - net                                 810          1,160               788             (11)
                                                       ---------      ---------         ---------       ---------

Income before taxes and minority interest                 14,142          6,746            24,994          20,283
Income taxes                                              (2,882)        (1,597)           (5,473)         (4,840)
Minority interest in income of
consolidated subsidiary                                      (60)           (59)             (118)           (118)
                                                       ---------      ---------         ---------       ---------
Net income                                             $  11,200      $   5,090         $  19,403       $  15,325
                                                       =========      =========         =========       =========

Net income per share (basic and diluted)               $    0.37      $    0.17         $    0.65       $    0.51
                                                       =========      =========         =========       =========

Shares used to compute earnings per share                 29,879         29,879            29,879          29,879
                                                       =========      =========         =========       =========
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.


                                       3
<PAGE>

<TABLE>
<CAPTION>

                             SILICONIX INCORPORATED
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

(In thousands)                                                      June 29,           December 31,
                                                                      2002                2001
                                                                   -----------        ------------
Assets
Current assets:
<S>                                                                 <C>                <C>
  Cash and cash equivalents                                         $ 180,499          $ 167,236
  Accounts receivable, less allowances                                 41,185             33,644
  Accounts receivable from affiliates                                  13,344             12,457
  Inventories                                                          64,577             61,302
  Other current assets                                                 22,621             17,801
  Deferred income taxes                                                 5,058              5,058
                                                                    ---------          ---------

    Total current assets                                              327,284            297,498
                                                                    ---------          ---------

Property, plant, and equipment, at cost:
  Land                                                                  1,715              1,715
  Buildings and improvements                                           55,356             53,946
  Machinery and equipment                                             354,927            352,196
                                                                    ---------          ---------

                                                                      411,998            407,857
  Less accumulated depreciation
                                                                      255,978            237,378
                                                                    ---------          ---------
    Net property, plant, and equipment
                                                                      156,020            170,479

Goodwill                                                                7,445              7,445
Other assets
                                                                          286                376
                                                                    ---------          ---------

    Total assets                                                    $ 491,035          $ 475,798
                                                                    =========          =========

Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable                                                  $  26,219          $  17,800
  Accounts payable to affiliates                                       12,922             36,692
  Accrued payroll and related compensation                              8,403              6,409
  Other accrued liabilities                                            27,208             18,274
                                                                    ---------          ---------

    Total current liabilities                                          74,752             79,175
                                                                    ---------          ---------

Long-term debt, less current portion                                    2,226              2,001
Deferred income taxes                                                  15,010             15,010
Other non-current liabilities                                          36,976             36,976
Minority interest                                                       3,725              3,666
                                                                    ---------          ---------

    Total liabilities                                                 132,689            136,828
                                                                    ---------          ---------

Commitments and contingencies
Stockholders' equity:
  Common stock                                                            299                299
  Additional paid-in-capital                                           59,370             59,370
  Retained earnings                                                   299,505            280,102
  Accumulated other comprehensive loss                                   (828)              (801)
                                                                    ---------          ---------

    Total stockholders' equity                                        358,346            338,970
                                                                    ---------          ---------

    Total liabilities and stockholders' equity                      $ 491,035          $ 475,798
                                                                    =========          =========
</TABLE>

          See accompanying Notes to Consolidated Financial Statements.

                                       4
<PAGE>

<TABLE>
<CAPTION>

                             SILICONIX INCORPORATED
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

(In thousands)                                                  Six Months Ended
                                                            June 29,           June 30,
                                                              2002               2001
                                                           ----------         ----------
Cash flows from operating activities:

<S>                                                       <C>                <C>
Net income                                                 $  19,403          $  15,325
Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and amortization                             20,292             20,675
    Deferred income taxes                                       --                1,880
    Other non-cash expenses                                      225                 64
    Changes in assets and liabilities, net of
      acquisitions:
      Accounts receivable                                     (7,541)            33,374
      Accounts receivable from affiliates                       (887)            14,308
      Inventories                                             (3,275)            (1,112)
      Other assets                                            (4,754)            (3,964)
      Accounts payable                                         8,419            (24,648)
      Accounts payable to affiliates                         (23,770)           (14,254)
      Accrued liabilities                                     10,987            (18,011)
                                                           ---------          ---------
Net cash provided by operating activities                     19,099             23,637
                                                           ---------          ---------

Cash flows from investing activities:
Purchase of property, plant, and equipment                    (5,865)           (15,651)
Proceeds from sale of property, plant, and
  equipment                                                       56                  5
                                                           ---------          ---------
Net cash used in investing activities                         (5,809)           (15,646)
                                                           ---------          ---------

Cash flows from financing activities:

Proceeds from restricted common stock                           --                    2
                                                           ---------          ---------
Net cash provided by financing activities
                                                                --                    2
                                                           ---------          ---------

Effect of exchange rate changes on
  cash and cash equivalents                                      (27)                20
                                                           ---------          ---------

Net increase in cash and cash equivalents                     13,263              8,013

Cash and cash equivalents:

Beginning of period                                          167,236            134,265
                                                           ---------          ---------

End of period                                              $ 180,499          $ 142,278
                                                           =========          =========
</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 adjustments) necessary for a fair presentation of the
results for, and as of the end of, the periods indicated. These statements
should be read in conjunction with the Company's December 31, 2001 consolidated
financial statements and notes thereto. The results of operations for the first
six months of 2002 are not necessarily indicative of the results to be expected
for the full year.

Note 2. Inventories

        The components of inventory are as follows:

                                                 June 29,        December 31,
         (In thousands)                            2002              2001
                                               -------------     --------------

         Finished goods                     $        19,011   $         20,985
         Work-in-process                             36,247             32,963
         Raw materials                                9,319              7,354
                                               -------------     --------------
                                            $        64,577   $         61,302
                                               =============     ==============

Note 3. Contingencies

        As of June 29, 2002, the Company remained a party to two environmental
proceedings. The first involves property that the Company vacated in 1972. In
July 1989, the California Regional Water Quality Control Board ("RWQCB") issued
Cleanup and Abatement Order No. 89-115 both to the Company and the 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 provided 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 has substantially complied with the
RWQCB's orders.

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

                                       6
<PAGE>

        In February and March 2001, several purported class action complaints
were filed in the Court of Chancery in and for New Castle County, Delaware and
the Superior Court of the State of California against Vishay, the Company, and
the Company's directors in connection with Vishay's announced proposal to
purchase all issued and outstanding shares of the Company not already owned by
Vishay. The class actions, filed on behalf of all non-Vishay Siliconix
shareholders, allege, among other things, that Vishay's proposed offer was
unfair and a breach of fiduciary duty. One of the Delaware class actions also
contains derivative claims against Vishay on behalf of the Company alleging
self-dealing and waste because Vishay purportedly usurped the Company's
inventory and patents, appropriated the Company's separate corporate identity,
and obtained a below-market loan from the Company.

        In May 2001, the Delaware Court of Chancery consolidated the several
class action complaints described above. On or about May 31, 2001, lead
plaintiff Fitzgerald served an amended complaint, an application for a
preliminary injunction against proceeding with or taking steps to give effect to
Vishay's proposed tender offer or the contemplated short-form merger, and a
motion to expedite proceedings and additional discovery requests. In addition to
his prior allegations, plaintiff claimed, among other things, that in connection
with the proposed offer and short-form merger, defendants allegedly violated (i)
their duty to deal fairly from a timing and process perspective with the
minority shareholders of Siliconix, (ii) their duties of loyalty and candor, and
(iii) Vishay's obligations to pay a fair price to the Siliconix minority
shareholders. Following expedited discovery and briefing, on June 19, 2001, the
Delaware Court of Chancery issued its order denying Fitzgerald's motion for a
preliminary injunction. The Court found that Fitzgerald had not succeeded in
demonstrating that he had a reasonable probability of success on the merits of
his claims. The Company and Vishay filed motions to dismiss the verified amended
complaint on June 6, 2001. Vishay filed a motion for summary judgment on June
25, 2001. The motions to dismiss and for summary judgment are pending.

        On July 3, 2001, the California Superior Court entered an order staying
the California state-court actions that had been filed against the Company and
Vishay in connection with Vishay's earlier proposal.

        On April 25, 2001, the Company initiated a lawsuit against General
Semiconductor, Inc. In its complaint, the Company asserted claims that General
Semiconductor is infringing United States Letters Patent Nos. 5,072,266 and
5,298,442 relating to certain power MOSFET products. General Semiconductor has
denied the material allegations in the Company's complaint and has asserted
various affirmative defenses. General Semiconductor also has asserted
counterclaims for patent misuse and unfair competition against the Company,
seeking a declaratory judgment of non-infringement, invalidity and/or
unenforceability and seeking injunctive relief, damages, attorneys' fees and
costs. The Company has not responded to those counterclaims. On November 2,
2001, General Semiconductor was acquired by Vishay, which owns 80.4% of the
Company. The Company and General Semiconductor have agreed to settle the
lawsuit. It is expected that the settlement agreement will be signed in the
third quarter of 2002.

        On November 2, 1999, the Company initiated a lawsuit against Fairchild
Semiconductor Corporation. In its complaint, the Company asserted claims that
Fairchild is infringing United States Letters Patent Nos. 5,072,266 and
5,298,442 relating to certain power MOSFET products. Fairchild denied the
material allegations in the Company's complaint and asserted various affirmative
defenses. On July 24, 2002, the Company and Fairchild Semiconductor
International, Inc. (NYSE: FCS), announced a settlement on mutually agreeable
terms. The settlement was reached due to the parties' desire to establish a
long-term cooperative business relationship and to avoid future litigation. As
part of the settlement, the Company granted Fairchild a license to the two
patents. The specific terms of the license and other details of the settlement
are confidential.

        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.


                                       7
<PAGE>

Note 4. Comprehensive Income

The following are the components of comprehensive income:

<TABLE>
<CAPTION>

(In thousands)                                 Three Months Ended                Six Months Ended
                                            June 29,        June 30,           June 29,       June 30,
                                              2002            2001               2002           2001
                                           ---------       ----------         ----------      --------

<S>                                        <C>             <C>                <C>             <C>
Net Income                                 $ 11,200        $  5,090           $ 19,403        $ 15,325

Other comprehensive income (loss):
Foreign currency translation
adjustment                                      (26)              6                (27)             20
                                           --------        --------           --------        --------

Total other comprehensive income
(loss)                                          (26)              6                (27)             20

Comprehensive income                       $ 11,174        $  5,096           $ 19,376        $ 15,345
                                           ========        ========           ========        ========
</TABLE>


Note 5. Segment Reporting

        The Company is engaged primarily in the design, marketing, and
manufacturing of 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 segment.


Note 6. Earnings Per Share

        Basic earnings per common share are computed by using 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 diluted. Due to the Company's simple capital structure, basic and
diluted earnings per share are the same.


Note 7. Change in Accounting

        Effective January 1, 2002, amortization of goodwill is no longer
permitted in accordance with Statement of Financial Accounting Standards No. 142
"Goodwill and Other Intangible Assets". The non-amortization of goodwill in the
second quarter of 2001 and the first half of 2001 would have resulted in an
increase in operating income of $115,000 and $229,000, respectively.


                                       8

<PAGE>

Item 2.

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

Results of Operations

        Net sales for the second quarter of 2002 were $94.9 million compared to
$73.3 million for the second quarter of 2001. Net sales for the first half of
2002 were $178.5 million compared to $161.4 million for the first half of 2001.
The improvement in the Company's business that began in the fourth quarter of
2001 has continued into the second quarter of 2002. The portable computer,
lithium ion battery pack, and game console markets have been the principal
drivers although there has been some uncertainty recently in the portable
computer market, which led to softer bookings in Asia Pacific late in the second
quarter and into the third quarter of 2002. The desktop computer market has been
slower than expected, consistent with recent announcements from some of the
Company's customers. At the same time, the Company has observed an increase in
cellular telephone production. However, the Company does not have a great deal
of visibility beyond the third quarter.

        Gross profit as a percentage of net sales in the second quarter of 2002
was 31% compared to 26% for the second quarter of 2001. Gross profit as a
percentage of net sales in the first half of 2002 was 30% compared to 29% for
the first half of 2001. The improvement in the Company's gross profit as a
percentage of net sales resulted from higher capacity utilization, cost
reduction programs and firming pricing.

        Research and development expenses were $5.5 million for the second
quarter of 2002 compared to $4.7 million for the second quarter of 2001, a 17%
increase. Research and development expenses were $10.3 million for the first
half of 2002 compared to $9.0 million for the first half of 2001, a 14%
increase. The Company continues its commitment to the development of new
products and technologies. During the first half of 2002, the Company introduced
61 new products and secured 461 new designs. Additional new technology platforms
have also been developed which will allow the Company's products to provide
significant performance improvements over competitive solutions. Newer
technologies are also being used to help reduce the Company's manufacturing
costs.

        Selling, marketing, and administration expenses were $11.1 million for
the second quarter of 2002 compared to $10.3 million for the second quarter of
2001. Selling, marketing, and administration expenses were $20.7 million for the
first half of 2002 compared to $21.6 million for the first half of 2001. The
sequential increase in the second quarter was mainly due to increased sales and
marketing spending, in line with higher revenues and new product introduction.
The Company's selling, marketing, and administration expenses as a percentage of
net sales were 12% and 14% for the second quarter of 2002 and 2001 respectively.
The Company's selling, marketing, and administration expenses as a percentage of
net sales were 12% and 13% for the first half of 2002 and 2001, respectively.

        Interest income for the second quarter of 2002 was $0.6 million compared
to $1.4 million for the second quarter of 2001. Interest income for the first
half of 2002 was $1.5 million compared to $3.6 million for the first half of
2001. The decrease in interest income in 2002 was due to lower interest rates as
compared to 2001. All excess cash not immediately needed to fund the Company's
operations is invested in money market funds.

        Other income was $0.8 million for the second quarter of 2002 compared to
$1.2 million for the second quarter of 2001. The higher income in 2001 was
mainly due to income received from the Chinese government as an incentive for
being a foreign partner in China.

        Income tax expense for the second quarter of 2002 was $2.9 million
compared to $1.6 million for the second quarter of 2001. Income tax expense for
the first half of 2002 was $5.5 million compared to $4.8 million for the first
half of 2001. The increase in income tax expense in 2002 was due to the increase
in earnings before tax.


                                       9
<PAGE>

Liquidity and Capital Resources

        At June 29, 2002, the Company had $180.5 million in cash and cash
equivalents, compared to $167.2 million in cash and cash equivalents at December
31, 2001. The increase of $13.3 million was due to a decrease in capital
expenditures and a sequential increase in profit in the first half of 2002 as
compared to the fourth quarter of 2001.

        Net cash provided by operating activities was $19.1 million in the first
half of 2002 compared to $23.6 million in the same period of 2001. The decrease
in net cash provided by operating activities for the first half of 2002 was
primarily due to an increase in inventories and payment of affiliate balances.
Net affiliate payables as of June 29, 2002 decreased by $24.6 million from
December 31, 2001, mainly due to the timing of cash payments made to
unconsolidated affiliates. Accounts payable as of June 29, 2002 increased by
$8.4 million from December 31, 2001, mainly due to the increase in business
volume. Accrued liabilities and contingencies as of June 29, 2002 increased by
$11.0 million from December 31, 2001, mainly due to the increase in accrued
income taxes and management incentive programs.

        Inventories as of June 29, 2002 increased by $3.3 million from December
31, 2001. Raw materials as of June 29, 2002 increased by $2.0 million from
December 31, 2001 as the Company increased its purchases of silicon, piece parts
and foundry wafers as a result of an increase in demand. Work-in-process as of
June 29, 2002 increased by $3.3 million from December 31, 2001 as a result of an
increase in raw materials and production. Finished goods inventory as of June
29, 2002 decreased by $2.0 million from December 31, 2001, mainly due to the
Company's inventory control efforts and higher sales.

        Net cash used by investing activities was $5.8 million in the first half
of 2002 compared to $15.6 million in the same period of 2001. The Company spent
$5.8 million in capital expenditures in the first half of 2002, primarily
related to machinery and equipment.

        For the next twelve months, management expects that cash flows from
operations will be sufficient to meet the Company's normal operating
requirements and to fund its research and development and capital expenditure
plans.


SAFE HARBOR STATEMENT

        Statements contained herein that relate to the Company's future
performance, including statements with respect to anticipated improvements in
the Company's business and business climate, future product innovation and
implementation of cost savings strategies, are forward-looking statements within
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Such statements are based on current expectations only, and are subject to
certain risks, uncertainties and assumptions. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated or
projected. Among the factors that could cause actual results to materially
differ include: general business and economic conditions, particularly in the
markets that the Company serves, cancellation of orders in the Company's
backlog, difficulties in new product development, and other factors affecting
the Company's operations, markets, products, services and prices that are set
forth in its December 31, 2001 Report on Form 10-K filed with the Securities and
Exchange Commission. You are urged to refer to the Company's Form 10-K for a
detailed discussion of these factors. The Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.


                                       10
<PAGE>


                           PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

        On April 25, 2001, the Company initiated a lawsuit against General
Semiconductor, Inc. In its complaint, the Company asserted claims that General
Semiconductor is infringing United States Letters Patent Nos. 5,072,266 and
5,298,442 relating to certain power MOSFET products. General Semiconductor has
denied the material allegations in the Company's complaint and has asserted
various affirmative defenses. General Semiconductor also has asserted
counterclaims for patent misuse and unfair competition against the Company,
seeking a declaratory judgment of non-infringement, invalidity and/or
unenforceability and seeking injunctive relief, damages, attorneys' fees and
costs. The Company has not responded to those counterclaims. On November 2,
2001, General Semiconductor was acquired by Vishay, which owns 80.4% of the
Company. The Company and General Semiconductor have agreed to settle the
lawsuit. It is expected that the settlement agreement will be signed in the
third quarter of 2002.

        On November 2, 1999, the Company initiated a lawsuit against Fairchild
Semiconductor Corporation. In its complaint, the Company asserted claims that
Fairchild is infringing United States Letters Patent Nos. 5,072,266 and
5,298,442 relating to certain power MOSFET products. Fairchild denied the
material allegations in the Company's complaint and asserted various affirmative
defenses. On July 24, 2002, the Company and Fairchild Semiconductor
International, Inc. (NYSE: FCS), announced a settlement on mutually agreeable
terms. The settlement was reached due to the parties' desire to establish a
long-term cooperative business relationship and to avoid future litigation. As
part of the settlement, the Company granted Fairchild a license to the two
patents. The specific terms of the license and other details of the settlement
are confidential.



                                       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 13,
          2002.

     (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

                                                                       Broker
                      Nominee           For            Abstain         Nonvotes
                      -------           ----------     -------         --------

                      Arndt             29,361,604     319,756            -0-
                      Heiss             29,586,061      95,299            -0-
                      Lipcaman          29,584,861      96,499            -0-
                      Owyang            29,597,030      84,330            -0-
                      Segall            29,586,161      95,199            -0-
                      Smith             29,584,961      96,399            -0-
                      Talbert           29,586,161      95,199            -0-

               2.   Ratification of the appointment of Ernst & Young LLP as the
                    registrant's auditors for the fiscal year ending December
                    31, 2002.

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

                      29,656,719        21,134            3,507           -0-

         (d)   Not applicable.



                                       12
<PAGE>


Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibit 3.3 - Bylaws

          (b)  Exhibit 99.1 - Certification pursuant to 18 U.S.C. Section 1350,
               as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
               2002 - President and Chief Executive Officer

          (c)  Exhibit 99.2 - Certification pursuant to 18 U.S.C. Section 1350,
               as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
               2002 - Principal Accounting Officer




                                       13
<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, 2002                          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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