Exhibit
3.2


CERTIFICATE
OF AMENDMENT


TO
THE


CERTIFICATE
OF INCORPORATION


OF


INTERNATIONAL
RECTIFIER CORPORATION










International
Rectifier Corporation (the “Corporation”), a corporation duly organized and
existing under the General Corporation Law of the State of Delaware (the
“DGCL”), does hereby certify as follows:




1.  The Board
of Directors of the Corporation, acting in accordance with the provisions of
Section 242 of the DGCL, adopted resolutions to amend the Certificate of
Incorporation of the Corporation by deleting Article 7 in its entirety and
inserting the following in lieu thereof:





“7.




(a)           The
Board of Directors alone shall have the right, in its sole discretion, to
increase or decrease the number of directors constituting the Board of Directors
at any time, and, prior to the election of directors at the 2012 annual meeting
of stockholders (the “2012 Annual Meeting”), shall be authorized to classify any
director or directors so added to the Board into any class of directors as it
sees fit, provided that (x) the Board shall not be entitled to increase the
number of directors constituting the entire Board by more than one in any twelve
month period ending prior to the election of directors at the 2012 Annual
Meeting without the affirmative vote of at least two-thirds of all of the issued
and outstanding capital stock of the Corporation or at least two-thirds of the
directors of each class of directors and (y) the Board shall not be
entitled to increase the number of directors constituting the entire Board by
more than one in any twelve month period ending as of or after the election of
directors at the 2012 Annual Meeting without the affirmative vote of at least
two thirds of all of the issued and outstanding capital stock of the Corporation
or at least two-thirds of all directors.




(b)           Vacancies
and newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in office,
though less than a quorum, or by a sole remaining director.




(c)           Each
director elected or appointed prior to the election of directors at the 2012
Annual Meeting shall hold office until the next election of the class to which
such director shall have been assigned and until such director’s successor shall
have been duly elected and qualified or until such director’s earlier death,
resignation or removal.  Commencing with the election of directors at
the 2012 Annual Meeting, the Board of Directors shall cease to be classified in
accordance with Section 141(d) of the General Corporation Law of the State
of Delaware (“Section 141(d)”), and all directors shall stand for election by
the stockholders annually.  Each director elected at the 2012 Annual
Meeting and each director elected at any annual meeting of stockholders or
appointed thereafter shall hold office until the next annual meeting of
stockholders and until such director’s successor shall have been duly elected
and qualified or until such director’s earlier death, resignation or
removal.




(d)           Prior
to the election of directors at the 2010 annual meeting of stockholders (the
“2010 Annual Meeting”) the Board of Directors shall be divided into three
classes of directors in accordance with Section 141(d) (such classes, “Class I”,
“Class II” and “Class III”, respectively), with the directors in Class I having
a term that expires at the 2010 Annual Meeting, the directors in Class II having
a term that expires at the 2011 annual meeting of stockholders (the “2011 Annual
Meeting”), and the directors in Class III having a term that expires at the 2012
Annual Meeting.




(e)           Commencing
with the election of directors at the 2010 Annual Meeting, pursuant to
Section 141(d), the Board of Directors shall be divided into two classes of
directors (such classes, “Class A” and “Class B”, respectively), with the
directors in Class A having a term that expires at the 2011 Annual Meeting
and the directors in Class B having a term that expires at the 2012 Annual
Meeting.  The persons elected by the stockholders at the 2010 Annual
Meeting as the successors of the directors who, immediately prior to the
election of directors at the 2010 Annual Meeting, were members of Class I shall
be elected to Class B; the directors who, immediately prior to the election of
directors at the 2010 Annual Meeting, were members of Class II shall be assigned
by the Board to Class A; and the directors who, immediately prior to the
election of directors at the 2010 Annual Meeting, were members of Class III
shall be assigned by the Board to Class B.  Notwithstanding the
foregoing provisions of this subsection (e), the Board of Directors is
authorized, but not required, to assign a director or directors already in
office to Class A or Class B at the time such classification becomes
effective to apportion as nearly equal as possible the number of directors in
each such class.




(f)           Commencing
with the election of directors at the 2011 Annual Meeting, pursuant to
Section 141(d), the Board of Directors shall be divided into one class of
directors (such class, the “2012 Class”), with the directors in the 2012 Class
having a term that expires at the 2012 Annual Meeting.  The persons
elected by the stockholders at the 2011 Annual Meeting as the successors of the
directors who, immediately prior to the election of directors at the 2011 Annual
Meeting, were members of Class A shall be elected to the 2012 Class, and
the directors who, immediately prior to the election of directors at the 2011
Annual Meeting, were members of Class B shall be assigned by the Board of
Directors to the 2012 Class.




(g)           Subject
to the rights of the holders of shares of any series of Preferred Stock, until
immediately prior to the election of directors at the 2012 Annual Meeting, a
director may be removed, only for cause, by the holders of a majority of shares
entitled to vote at an election of directors.




(h)           Subject
to the rights of the holders of shares of any series of Preferred Stock, (x)
stockholders shall not be permitted to act by written consent in lieu of a
meeting to remove directors without cause, and (y) no special meeting of the
stockholders may be called by or on behalf of stockholders for a purpose of
voting to remove directors without cause.”




2.           That,
pursuant to a resolution of the Board of Directors, the Corporation’s 2009
annual meeting of stockholders (the “Annual Meeting”) was duly called and held
on November 9, 2009, upon notice given in accordance with Section 222 of the
DGCL, at which Annual Meeting the number of shares of capital stock as required
by the DGCL and the Certificate of Incorporation were voted in favor of the
proposed amendment.




3.           That
the proposed amendment was duly adopted in accordance with the provisions of
Section 242 of the DGCL.












IN
WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by an
authorized officer of the Corporation this 13th day of November,
2009.









By:           ________________________________


Name:
Timothy E. Bixler


Title:  Secretary