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<SEC-DOCUMENT>0001275287-06-003996.txt : 20060801
<SEC-HEADER>0001275287-06-003996.hdr.sgml : 20060801
<ACCEPTANCE-DATETIME>20060801084357
ACCESSION NUMBER:		0001275287-06-003996
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060801
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060801
DATE AS OF CHANGE:		20060801

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			VISHAY INTERTECHNOLOGY INC
		CENTRAL INDEX KEY:			0000103730
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC COMPONENTS & ACCESSORIES [3670]
		IRS NUMBER:				381686453
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07416
		FILM NUMBER:		06992654

	BUSINESS ADDRESS:	
		STREET 1:		63 LINCOLN HWY
		CITY:			MALVERN
		STATE:			PA
		ZIP:			19355
		BUSINESS PHONE:		6106441300

	MAIL ADDRESS:	
		STREET 1:		63 LINCOLN HIGHWAY
		CITY:			MALVERN
		STATE:			PA
		ZIP:			19355
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>vi6607.txt
<DESCRIPTION>FORM 8-K
<TEXT>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

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

        Date of Report (Date of earliest event reported) August 1, 2006

                          VISHAY INTERTECHNOLOGY, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                     1-7416                38-1686453
  ----------------------------        ------------         -------------------
  (State or other jurisdiction        (Commission           (I.R.S. Employer
       of incorporation)              File Number)         Identification No.)

                  63 Lincoln Highway
                  Malvern, PA 19355                           19355-2143
       ----------------------------------------               ----------
       (Address of principal executive offices)               (Zip Code)

         Registrant's telephone number, including area code 610-644-1300


         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

================================================================================

<PAGE>

ITEM 2.02 - RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 1, 2006, Vishay Intertechnology, Inc. issued a press release
announcing its financial results for the fiscal quarter and six fiscal months
ended July 1, 2006. A copy of the press release is furnished as Exhibit 99 to
this report.

ITEM 7.01 - REGULATION FD DISCLOSURE

Computational Guidance on Earnings Per Share Estimates

The Company frequently receives questions from analysts and shareholders
regarding its diluted earnings per share ("EPS") computation. The information
furnished in this Form 8-K provides additional information on the impact of key
variables on the EPS computation, particularly as they relate to the third
quarter of 2006.

Accounting principles require that EPS be computed based on the weighted average
shares outstanding ("basic"), and also assuming the issuance of potentially
issuable shares (such as those subject to stock options, warrants, convertible
notes, etc.) if those potentially issuable shares would reduce EPS ("diluted").

The number of shares related to options, warrants, and similar instruments
included in diluted EPS is based on the "Treasury Stock Method" prescribed in
Statement of Financial Accounting Standards ("SFAS") No. 128. This method
assumes a theoretical repurchase of shares using the proceeds of the respective
stock option or warrant exercise at a price equal to the issuer's average stock
price during the related earnings period. Accordingly, the number of shares
includable in the calculation of diluted EPS in respect of stock options,
warrants and similar instruments is dependent on this average stock price and
will increase as the average stock price increases.

The number of shares includable in the calculation of diluted EPS in respect of
convertible or exchangeable securities is based on the "If Converted" method
prescribed in SFAS No. 128. This method assumes the conversion or exchange of
these securities for shares of common stock. In determining if convertible or
exchangeable securities are dilutive, the interest savings (net of tax)
subsequent to an assumed conversion are added back to net earnings. The shares
related to a convertible or exchangeable security are included in diluted EPS
only if EPS as otherwise calculated is greater than the interest savings, net of
tax, divided by the shares issuable upon exercise or conversion of the
instrument ("incremental earnings per share"). Accordingly, the calculation of
diluted EPS for these instruments is dependent on the level of net earnings.
Each series of convertible or exchangeable securities is considered individually
and in sequence, starting with the series having the lowest incremental earnings
per share, to determine if its effect is dilutive or anti-dilutive. Changes in
the variable interest rate on the Company's Exchangeable Notes due 2102 could
change the order in which the convertible or exchangeable securities are
evaluated for dilution.

The following estimates of shares consider the number of the Company's shares
currently outstanding and the Company's stock options, warrants and convertible
or exchangeable securities currently outstanding and their exercise and
conversion features currently in effect. Changes in these parameters could have
a material impact on the calculation of diluted EPS.

<PAGE>

The following estimates of shares should be read in conjunction with the
information on earnings per share in the Company's filings on Form 10-Q and Form
10-K. These estimates are unaudited and are not indicative of the shares used in
the diluted EPS computation for any prior period. The estimates below are not
necessarily indicative of the shares to be used in the quarterly diluted EPS
computation for any period subsequent to the third quarter of 2006. The Company
assumes no duty to revise these estimates as a result of changes in the
parameters on which they are based or any changes in accounting principles.
Also, the presentation is not intended as a forecast of EPS values or share
prices of the Company's common stock for any period.

For the third quarter of 2006:

     o    The Company has approximately 185 million shares issued and
          outstanding, including shares of common stock and class B common
          stock.

     o    The number of shares included in diluted EPS related to options,
          warrants, and similar instruments does not vary significantly and is
          generally less than 2 million incremental shares.

     o    The Company's Convertible Subordinated Notes due 2023 are dilutive at
          quarterly earnings levels in excess of approximately $20 million. The
          Convertible Subordinated Notes are convertible into approximately 23
          million shares. Quarterly interest, net of tax, is approximately $3.1
          million. Accordingly, the weighted average shares used for earnings
          per share computations at quarterly earnings levels greater than
          approximately $20 million and less than approximately $35 million (see
          below) is approximately 210 million shares, with an "if converted" net
          interest savings of approximately $3.1 million.

     o    The Company's Exchangeable unsecured notes due 2102 are dilutive at
          quarterly earnings levels in excess of approximately $35 million. The
          Exchangeable unsecured notes are exchangeable for approximately 6
          million shares. Quarterly interest, net of tax, is approximately $1.1
          million. Accordingly, the weighted average shares used for the
          earnings per share computation for the third quarter of 2006, at
          quarterly earnings levels greater than approximately $35 million, is
          approximately 216 million shares, with an aggregate "if converted" net
          interest savings of approximately $4.2 million.

<PAGE>

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.    Description
- -----------    ----------------------------------
99             Press release dated August 1, 2006

<PAGE>

                                    SIGNATURE

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 hereunto duly authorized.

Date: August 1, 2006

                                             VISHAY INTERTECHNOLOGY, INC.


                                             By:    /s/ Richard N. Grubb
                                                    ----------------------------
                                             Name:  Richard N. Grubb
                                             Title: Executive Vice President and
                                                    Chief Financial Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>vi6607ex99.txt
<DESCRIPTION>EXHIBIT 99
<TEXT>
                                                                      Exhibit 99

                 VISHAY REPORTS RESULTS FOR SECOND QUARTER 2006

     -  Sales for second quarter 2006 increased by $78.1 million or 13.4%
        compared to second quarter 2005 and by $29.4 million or 4.7% compared
        to first quarter 2006

     -  Net earnings of $0.22 per diluted share for the second quarter 2006
        have been negatively affected by the after tax impact of certain items
        (enumerated below) of $0.06 per share for adjusted earnings per share
        of $0.28, as compared to second quarter 2005 net earnings of $0.05 per
        diluted share, which were negatively affected by the after tax impact
        of certain items of $0.07 per share for adjusted earnings per share of
        $0.12

     -  Positive cash generated from operations was $77 million for second
        quarter 2006

     -  Expect full year 2006 revenues and earnings to be best year since 2000

    MALVERN, Pa., Aug. 1 /PRNewswire-FirstCall/ -- Dr. Felix Zandman, Chairman
of the Board, and Dr. Gerald Paul, President and Chief Executive Officer of
Vishay Intertechnology, Inc. (NYSE: VSH), announced today that net revenues
for the fiscal quarter ended July 1, 2006 were $660,523,000, compared to
$582,388,000 for the fiscal quarter ended July 2, 2005, an increase of $78.1
million or 13.4%. Net earnings for the fiscal quarter ended July 1, 2006 were
$42,842,000, or $0.22 per diluted share, compared with net earnings for the
fiscal quarter ended July 2, 2005 of $9,716,000, or $0.05 per diluted share.

    Net earnings of $42,842,000, or $0.22, per diluted share, for the second
quarter of 2006 were impacted by pre-tax charges for restructuring and
severance costs of $8,227,000, related asset write-downs of $3,794,000, losses
resulting from adjustments to previously existing purchase commitments of
$794,000 for tantalum powder and wire, a loss on early extinguishment of debt
of $2,854,000 associated with the repurchase of the Company's Liquid Yield
Option Notes, and an adjustment to increase the estimated cost of
environmental remediation obligations associated with the 2001 General
Semiconductor acquisition of $3,600,000.  These items and their tax-related
consequences had a negative $0.06 effect on earnings per share.

    Net earnings of $9,716,000, or $0.05 per diluted share, for the second
quarter of 2005 were impacted by pre-tax charges for restructuring and
severance costs and related asset write-downs of $9,358,000, purchased
in-process research and development of $9,201,000, Siliconix
transaction-related expenses of $3,751,000, and losses resulting from
adjustments to previously existing purchase commitments of $1,323,000 for
tantalum powder and wire, partially offset by a gain on sale of land of
$2,120,000. In addition, tax expense included a $3,698,000 favorable benefit,
primarily due to a foreign tax ruling. These items and their tax related
consequences had a negative $0.07 effect on earnings per share.

    Net revenues for the six fiscal months ended July 1, 2006 were
$1,291,609,000, compared to $1,136,754,000 for the six fiscal months ended
July 2, 2005, an increase of $154.9 million or 14%. Net earnings for the six
fiscal months ended July 1, 2006 were $81,002,000, or $0.41 per diluted share,
compared with net earnings for the six fiscal months ended July 2, 2005 of
$15,428,000, or $0.09 per diluted share.

    Net earnings of $81,002,000, or $0.41 per diluted share, for the six
fiscal months ended July 1, 2006 were impacted by pre-tax charges for
restructuring and severance costs of $8,925,000, related asset write-downs of
$3,874,000, write-downs of tantalum inventories to current market value of
$8,228,000, losses resulting from adjustments to previously existing purchase
commitments of $4,097,000, a loss on early extinguishment of debt of
$2,854,000, and an adjustment to increase the estimated cost of environmental
remediation obligations associated with the 2001 General Semiconductor
acquisition of $3,600,000.   These items and their tax-related consequences
had a negative $0.12 effect on earnings per share.

<PAGE>

    Net earnings for the six fiscal months ended July 2, 2005 were impacted by
pretax charges for restructuring and severance costs and related asset write-
downs of $14,385,000, purchased in-process research and development of
$9,201,000, Siliconix transaction-related expenses of $3,751,000, and losses
resulting from adjustments to previously existing purchase commitments of
$3,600,000, partially offset by a gain on sale of land of $2,120,000. In
addition, tax expense is net of a $3,698,000 benefit, primarily due to a
foreign tax ruling. These items and their tax related consequences had a
negative $0.10 effect on earnings per share.

    Commenting on the results for the second quarter of 2006, Dr. Paul stated,
"After a very good first quarter, Vishay was able to improve its results
further. Due to continued high end demand and our efforts to expand critical
capacities, we increased sales in the second quarter 2006 sequentially by
4.7%, resulting in a significant improvement in our adjusted operating income.
We achieved an adjusted operating margin in line with our business model at
the current revenue level. We continued to generate free cash-cash flows from
operations for the quarter were $77 million and capital expenditures were $34
million."

    Commenting on the outlook for the third quarter 2006, Dr. Paul continued,
"Strong orders from OEMs and EMS support our current business. Inventories in
the supply chain are at a reasonable level to sustain the overall business
activity. Customers remain optimistic for the second half of this year. We
expect a continued friendly business environment, which will lead us to our
best year since 2000. For the third quarter we expect sales in the range of
$650 million to $670 million and are confident to maintain our good
performance."

    Commenting on the Company's performance, Dr. Felix Zandman, Chairman of
the Board and Chief Technical and Business Development Officer, stated, "Sales
and adjusted operating results for Vishay have reached a level we have not
attained since 2000/2001. Our strategy of focus on cost reduction, R&D, and
acquisitions is on target."

    A conference call to discuss second quarter financial results is scheduled
for Tuesday, August 1, 2006 at 11:00 AM (EDT). The dial-in number for the
conference call is 877-589-6174 (+1 706-643-1406 if calling from outside the
United States or Canada) and the conference ID is #2585530.

    There will be a replay of the conference call from 12:30 PM (EDT) on
Tuesday, August 1, 2006 through 11:59 PM (EDT) on Sunday, August 6, 2006. The
telephone number for the replay is 800-642-1687 (+1 706-645-9291 if calling
from outside the United States or Canada) and the access code is #2585530.

    There will also be a live audio webcast of the conference call. This can
be accessed directly from the Investor Relations section of the Vishay website
at http://ir.vishay.com.

    Vishay Intertechnology, Inc., a Fortune 1,000 Company listed on the NYSE
(VSH), is one of the world's largest manufacturers of discrete semiconductors
(diodes, rectifiers, transistors, and optoelectronics and selected ICs) and
passive electronic components (resistors, capacitors, inductors, sensors, and
transducers). Vishay's components can be found in products manufactured in a
very broad range of industries worldwide. Vishay is headquartered in Malvern,
Pennsylvania, and has operations in 17 countries employing over 27,000 people.
Vishay can be found on the Internet at http://www.vishay.com.

<PAGE>

    Statements contained herein that relate to the Company's future
performance, including statements with respect to trends in revenues,
bookings, and margins and the anticipated future benefits of the Company's
product, acquisition, research and development and cost reduction 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 we serve,
the availability of appropriate acquisition opportunities on terms that the
Company considers attractive, difficulties in integrating acquired companies,
difficulties in implementing our cost reduction strategies such as labor
unrest or legal challenges to our lay-off or termination plans, under-
utilization of production facilities in lower-labor-cost countries, operation
of redundant facilities due to difficulties in transferring production to
lower-labor-cost countries, difficulties in new product development, an
inability to attract and retain highly qualified personnel, the current
hostilities in Israel where the Company conducts certain of its businesses,
and other factors affecting the Company's operations, markets, products,
services, and prices that are set forth in its Annual Report on Form 10-K for
the year ended December 31, 2005 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.

    Management believes that stating the impact on net earnings of items such
as restructuring and severance, asset write-downs, charges for in-process
research and development, gains or losses on purchase commitments, losses on
early extinguishment of debt, special tax items and other items not reflecting
on-going operating activities is meaningful to investors because it provides
insight with respect to intrinsic operating results of the Company and,
management believes, is a common measure of performance in the industries in
which the Company competes. Investors should be aware, however, that this is a
non-GAAP measure of performance and should not be considered as a substitute
for the comparable GAAP measure.

<PAGE>

VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands except earnings per share)

                                               Fiscal quarter ended
                                           ---------------------------
                                              July 1,        July 2,
                                               2006           2005
                                           ------------   ------------
Net revenues                               $    660,523   $    582,388
Cost of products sold                           479,808        449,018
Loss on purchase commitments                        794          1,323
Gross profit                                    179,921        132,047
  Gross margin                                     27.2%          22.7%

Selling, general and administrative
 expenses*                                      104,317         95,838
Purchased in-process research and
 development                                          -          9,201
Siliconix transaction-related
 expenses                                             -          3,751
Restructuring and severance costs                 8,227          9,227
Asset write-offs                                  3,794            131
Operating income                                 63,583         13,899
                                                    9.6%           2.4%
Other income (expense):
  Interest expense                               (8,407)        (8,462)
  Loss on early extinguishment of debt           (2,854)             -
  Minority interest                                (381)        (1,112)
  Other                                           3,723          6,593
   Total other income (expense) - net            (7,919)        (2,981)

Earnings before taxes                            55,664         10,918

Income taxes                                     12,822          1,202

Net earnings                               $     42,842   $      9,716

Basic earnings per share                   $       0.23   $       0.06

Diluted earnings per share                 $       0.22   $       0.05

Weighted average shares outstanding -
 basic                                          184,419        176,198

Weighted average shares outstanding -
 diluted                                        217,803        177,133

* The fiscal quarter ended July 1, 2006 includes $3,600 of expenses within
selling, general and administrative expenses to increase the estimated cost of
environmental obligations associated with the 2001 General Semiconductor
acquisition.

<PAGE>

VISHAY INTERTECHNOLOGY, INC.
Summary of Operations
(Unaudited - In thousands except earnings per share)

                                             Six fiscal months ended
                                           ---------------------------
                                              July 1,        July 2,
                                               2006           2005
                                           ------------   ------------
Net revenues                               $  1,291,609   $  1,136,754
Cost of products sold*                          951,094        884,288
Loss on purchase commitments                      4,097          3,600
Gross profit                                    336,418        248,866
  Gross margin                                     26.0%          21.9%

Selling, general and administrative
 expenses**                                     200,169        192,178
Purchased in-process research and
 development                                          -          9,201
Siliconix transaction-related
 expenses                                             -          3,751
Restructuring and severance costs                 8,925         14,254
Asset write-offs                                  3,874            131
Operating income                                123,450         29,351
                                                    9.6%           2.6%
Other income (expense):
  Interest expense                              (17,064)       (16,515)
  Loss on early extinguishment of debt           (2,854)             -
  Minority interest                                (567)        (3,764)
  Other                                           8,004         10,246
   Total other income (expense) - net           (12,481)       (10,033)

Earnings before taxes                           110,969         19,318

Income taxes                                     29,967          3,890

Net earnings                               $     81,002   $     15,428

Basic earnings per share                   $       0.44   $       0.09

Diluted earnings per share                 $       0.41   $       0.09

Weighted average shares outstanding -
 basic                                          184,345        171,125

Weighted average shares outstanding -
 diluted                                        218,204        172,115


* The six fiscal months ended July 1, 2006 includes write-downs of tantalum
inventories of $8,228 within costs of products sold.

** The six fiscal months ended July 1, 2006 includes $3,600 of expenses within
selling, general and administrative expenses to increase the estimated cost of
environmental obligations associated with the 2001 General Semiconductor
acquisition.

<PAGE>

VISHAY INTERTECHNOLOGY, INC.
Consolidated Condensed Balance Sheets
(In thousands)

                                              July 1,     December 31,
                                               2006           2005
                                           ------------   ------------
Assets                                     (Unaudited)
Current assets:
  Cash and cash equivalents                $    575,047   $    622,577
  Short-term investments                              -          9,925
  Accounts receivable - net                     390,124        350,850
  Inventories:
    Finished goods                              155,713        149,709
    Work in process                             195,087        181,125
    Raw materials                               176,343        157,036
  Deferred income taxes                          41,229         39,115
  Prepaid expenses and other current
   assets                                        91,616         96,295
Total current assets                          1,625,159      1,606,632

Property and equipment, at cost:
  Land                                           93,825         92,650
  Buildings and improvements                    418,918        406,798
  Machinery and equipment                     1,748,537      1,684,736
  Construction in progress                       64,305         67,229
  Allowance for depreciation                 (1,240,118)    (1,160,821)
   Total property and equipment, net          1,085,467      1,090,592

Goodwill                                      1,443,239      1,434,901

Other intangible assets, net                    169,548        174,220

Other assets                                    204,732        221,246
     Total assets                          $  4,528,145   $  4,527,591

Liabilities and stockholders' equity
Current liabilities:
  Notes payable to banks                   $      6,626   $      3,473
  Trade accounts payable                        132,472        142,709
  Payroll and related expenses                  121,542        118,814
  Other accrued expenses                        165,210        173,982
  Income taxes                                   29,550         29,655
  Current portion of long-term debt               1,794          1,533
Total current liabilities                       457,194        470,166

Long-term debt less current portion             613,438        751,553

Deferred income taxes                            27,607         27,091

Deferred grant income                             8,967         11,896

Other liabilities                               160,153        149,938

Accrued pension and other
 postretirement costs                           272,686        256,986

Minority interest                                 4,376          4,109

Stockholders' equity:
  Common stock                                   17,007         16,946
  Class B common stock                            1,438          1,468
  Capital in excess of par value              2,229,262      2,225,966
  Retained earnings                             738,168        657,166
  Unearned compensation                               -            (95)
  Accumulated other comprehensive
   income                                        (2,151)       (45,599)
     Total stockholders' equity               2,983,724      2,855,852
       Total liabilities and
        stockholders' equity               $  4,528,145   $  4,527,591

<PAGE>

VISHAY INTERTECHNOLOGY, INC.
Reconciliation of Earnings Per Share
(Unaudited - In thousands except earnings per share)

<TABLE>
<CAPTION>
                                                Fiscal quarter          Six fiscal months
                                                    ended                     ended
                                           -----------------------   -----------------------
                                             July 1,      July 2,      July 1,     July 2,
                                              2006         2005         2006         2005
                                           ----------   ----------   ----------   ----------
<S>                                        <C>          <C>          <C>          <C>
Numerator:

Numerator for basic earnings
 per share - net earnings                  $   42,842   $    9,716   $   81,002   $   15,428
Interest savings assuming conversion
 of dilutive convertible and
 exchangeable notes, net of tax                 4,678            -        9,476            -
Numerator for diluted earnings per
 share - adjusted net earnings             $   47,520   $    9,716   $   90,478   $   15,428

Denominator:
Denominator for basic earnings per
 share - weighted average shares              184,419      176,198      184,345      171,125

Effect of dilutive securities
     Convertible and exchangeable
      notes**                                  32,351            -       32,916            -
     Employee stock options                       947          859          858          914
     Other                                         86           76           85           76
     Dilutive potential common shares          33,384          935       33,859          990

Denominator for diluted earnings per
 share - adjusted weighted average
 shares                                       217,803      177,133      218,204      172,115

Basic earnings per share                   $     0.23   $     0.06   $     0.44   $     0.09

Diluted earnings per share                 $     0.22   $     0.05   $     0.41   $     0.09
</TABLE>

Diluted earnings per share for the periods presented do not reflect the
following weighted-average potential common shares, as the effect would be
antidilutive:

<TABLE>
<CAPTION>
                                                Fiscal quarter          Six fiscal months
                                                    ended                     ended
                                           -----------------------   -----------------------
                                             July 1,      July 2,      July 1,     July 2,
                                              2006         2005         2006         2005
                                           ----------   ----------   ----------   ----------
<S>                                             <C>         <C>           <C>         <C>
Convertible and exchangeable notes:
  Convertible Subordinated Notes,
   due 2023                                         -       23,496            -       23,496
  LYONs, due 2021**                                 -       11,137            -       10,697
  Exchangeable Unsecured Notes,
   due 2102                                         -        6,176            -        6,176
Weighted average employee stock
 options                                        4,112        6,614        4,697        6,339
Weighted average warrants                       8,824        8,824        8,824        8,824
</TABLE>

** The Company made a cash repurchase of all outstanding LYONs pursuant to the
option of the holders to require the Company to repurchase the LYONs on June 4,
2006. In 2005, based on its action to settle the holders' purchase option on the
June 4, 2004 purchase date in common stock, the Company assumed for purposes of
the earnings per share computation that all future purchase options for the
LYONs would be settled in stock based on the settlement formula set forth in the
indenture governing the LYONs. Due to the decision to utilize cash to repurchase
the notes on the June 4, 2006, purchase date, the earnings per share computation
for the 2006 periods are based on the 3,809 shares that would have been issued
in a normal conversion, weighted for the period they were outstanding.

Contact:  Richard N. Grubb,
          Executive Vice President and
          Chief Financial Officer or
          Peter G. Henrici, Senior Vice
          President Corporate Communications

          610-644-1300

SOURCE  Vishay Intertechnology, Inc.
    -0-                             08/01/2006
    /CONTACT:  Richard N. Grubb, Executive Vice President and Chief Financial
Officer, or Peter G. Henrici, Senior Vice President Corporate Communications,
both of Vishay Intertechnology, Inc., +1-610-644-1300/
    /Web site:  http://www.vishay.com /
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