SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a party other than the Registrant

Check the appropriate box:

[ ] Preliminary proxy statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-ll(c) or Rule 14a-12

Supertex, Inc.
--------------
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction.

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-1 l(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

August 16, 2002

To the Shareholders of Supertex, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Supertex, Inc., a California corporation (the "Company"), will be held on
Friday, August 16, 2002 at 10:00 a.m., local time, at the principal offices
of the Company located at 1235 Bordeaux Drive, Sunnyvale, California 94089,
for the following purposes, as more fully described in the Proxy Statement
accompanying this Notice:

1. Election of Directors. To elect directors to serve for the ensuing
year and until their successors are elected.

2. Ratification and Approval of the Appointment of Independent Auditors.
To ratify the appointment of PricewaterhouseCoopers LLP as independent
accountants of the Company for fiscal year 2003.

3. Other Business. To transact such other business as may properly come
before the meeting or any adjournment thereof.

Only shareholders of record at the close of business on June 21, 2002
are entitled to vote at the meeting.

All shareholders are cordially invited to attend the meeting in person.
However, to ensure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy card as promptly as possible in the
enclosed postage-prepaid envelope. Any shareholder attending the meeting may
vote in person even if such shareholder returned a proxy. Please note,
however, that if your shares are held on record by a broker, bank or other
nominee, and you wish to vote at the meeting, you must obtain from the record
holder a proxy in your name.

By Order of the Board of Directors

/s/ Benedict C. K. Choy
Benedict C.K. Choy
Corporate Secretary

Sunnyvale, California
July 5, 2002

PROXY STATEMENT

SOLICITATION OF PROXY, REVOCABILITY AND VOTING

General

The enclosed Proxy is solicited on behalf of the Board of Directors
(the "Board" or "Board of Directors") of Supertex, Inc., a California
corporation (the "Company"), for use at the 2002 Annual Meeting of
Shareholders to be held on August 16, 2002 at 10:00 a.m., local time (the
Annual Meeting), or at any adjournment thereof, for the purposes set forth
herein and in the accompanying Notice of Annual Meeting of Shareholders.

Only shareholders of record at the close of business on June 21, 2002
(the "Record Date") are entitled to notice of and to vote at the meeting. At
the Record Date 12,593,276 shares of the Company's Common Stock, no par
value, were issued and outstanding.

The Annual Meeting will be held at the principal offices of the
Company located at 1235 Bordeaux Drive, Sunnyvale, California 94089. The
Company's telephone number at that address is (408) 744-0100.

The Company is mailing this proxy statement and an accompanying proxy
card on or about July 15, 2002 to all shareholders entitled to vote at the
Annual Meeting.

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use (i) by delivering to the Secretary
of the Company at the Company's principal executive offices, 1235 Bordeaux
Drive, Sunnyvale, California 94089 a written notice of revocation or a duly
executed proxy bearing a later date or (ii) by attending the meeting and
voting in person. Attendance at the meeting will not, by itself, revoke a
proxy.

Voting and Solicitation

Every shareholder voting at the election of directors may cumulate
such shareholder's votes and give one candidate a number of votes equal to the
number of directors to be elected multiplied by the number of votes to which
the shareholder's shares are entitled, or distribute the shareholder's votes
on the same principle among as many candidates as the shareholder thinks fit,
provided that votes cannot be cast for a greater number of candidates than the
number of directors to be elected. However, no shareholder shall be entitled
to cumulate votes unless the candidate's name has been placed in nomination
prior to the voting and the shareholder, or any other shareholder, has given
notice at the meeting prior to the voting of the intention to cumulate the
shareholder's votes. On all other matters, each share has one vote. The
director candidates who receive the most votes will be elected to fill the
seats on the Board. Approval of all of the proposals requires the favorable
vote of a majority of the votes "represented and voting" at the Annual Meeting
(the "Votes Cast"). An automated system administered by the Company's
transfer agent, Registrar and Transfer Company, tabulates the votes.

Quorum; Abstentions; Broker Non-Votes

The required quorum for the transaction of business at the Annual
Meeting is a majority of the shares of Common Stock issued and outstanding on
the Record Date. Shares that are voted "FOR", "AGAINST" or "WITHHELD FROM" a
matter are treated as being present at the meeting for purposes of
establishing a quorum and are also treated as shares "represented and voting"
at the Annual Meeting (the "Votes Cast") with respect to such matter.

While there is no definitive statutory or case law authority in
California as to the proper treatment of abstentions, the Company believes
that, in the absented contrary controlling authority, abstentions should be
counted for purposes of determining the presence or absence of a quorum for
the transaction of business, but should not be counted as Votes Cast with
respect to a proposal, since the shareholder has expressly declined to vote
on such proposal. Similarly, broker non-votes will be counted for purposes
of determining the presence or absence of a quorum for the transaction of
business, but will not be counted for purposes of determining the number of
Votes Cast with respect to the proposal on which the broker has expressly not
voted. A broker "Non-Vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee
does not have discretionary power with respect to that item and has received
no instruction from the beneficial owner.

Accordingly, in general abstentions and broker "non-votes" will not
affect the outcome of the voting on a proposal that requires a majority of
the Votes Cast. However, the number of shares voting favor of any matter
must constitute at least a majority of the require quorum for the Annual
Meeting. The Company will bear the entire cost of preparing, assembling,
printing, and mailing this Proxy Statement. In addition, the Company may
reimburse brokerage firms and other persons representing beneficial owners of
shares for their expenses in forwarding solicitation materials to such
beneficial owners. Proxies may also be solicited personally or by telephone
or by fax by certain of the Company's directors, officers, and regular
employees. Such persons will not receive additional compensation for such
solicitation.

Deadline for Receipt of Shareholder Proposals

Proposals of security holders of the Company which are intended to be
presented by such shareholders at the Company's Annual Meeting for fiscal 2003
must be received by the Company no later than February 21, 2003 in order to be
considered by the Company's management to be included in the proxy statement
and form of proxy relating to that meeting. The proposal must be mailed to
our principal offices, 1235 Bordeaux Drive, Sunnyvale, California 94089.
Such proposals may be in next year's proxy statement if they comply with the
certain rules and regulations promulgated by the Securities and Exchange
Commission.

PROPOSAL 1: ELECTION OF DIRECTORS

Nominees

A board of six directors is to be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by
them for the Company's six nominees named below. The six nominees receiving
the highest number of affirmative votes of the shares entitled to be voted
will be elected as directors of the Company. In the event that any nominee
of the Company declines or is unable to serve as a director at the time of
the Annual Meeting, the proxies will be voted for any nominee who shall be
designated by the present Board of Directors to fill the vacancy. It is not
expected that any nominee will decline or will be unable to serve as a
director. In the event that additional persons are nominated for election as
directors and/or votes are cumulated, the proxy holders intend to vote all
proxies received by them in such a manner as will ensure the election of as
many of the nominees listed below as possible, and, in such event, the
specific nominees to be voted for will be determined by the proxy holders.
The term of office of each person elected as a director will continue until
the next Annual Meeting of Shareholders or until such person's successor has
been elected and qualified. The names of the nominees and certain information
about them are set forth below:

<s> <c> <c> <c>
Director
Name of Nominee Age Principal Occupation Since
- --------------------------------------------------------------------------------------
Henry C. Pao (2) (4) (5) 64 President/Principal Executive and 1976
Financial Officer of the Company

Benedict C.K. Choy (2) 56 Senior Vice President-Technology 1986
Development of the Company

Richard E. Siegel (5) 56 Executive Vice President of 1988
the Company

W. Mark Loveless (1) (2) (3) (4) (5) 50 Partner, Burr, Pilger and Mayer 2000

Elliott Schlam (1) (3) 61 President, Elliott Schlam Associates 2000

Milton Feng (1) (3) 52 Chair Professor of Electrical and 2001
Computer Engineering
University of Illinois, Champaign-Urbana

(1) Member of the Board's Audit Committee.
(2) Member of the Board's Compensation Committee.
(3) Member of the Board's Executive Compensation Committee.
(4) Member of the Board's Employee Stock Purchase Plan Committee
(5) Member of the Board's Deferred Compensation Plan Committee

There is no family relationship between any director, nominee or executive
officer of the Company, except that Henry C. Pao and former director Frank C.
Pao are brothers and are the sons of former director Yunni Pao.

Henry C. Pao is a founder of Supertex and has served as President, Principal
Financial and Executive Officer, and as a Director since the Company's
formation in fiscal 1976. Previously, he worked at Fairchild Semiconductor,
Raytheon, Sperry Rand, and IBM. He received B.S., M.S., and Ph.D. degrees in
Electrical Engineering from the University of Illinois at Champaign-Urbana.

Benedict C. K. Choy, a founder of the Company, joined in 1976 as Vice
President, Device Technology and Process Development, and has served as
Senior Vice President since 1988. He has been a Director since 1986.
Previously, he worked at Fairchild Semiconductor, National Semiconductor, and
Raytheon. He received a B.S. degree in Electrical Engineering from the
University of California, Berkeley.

Richard E. Siegel joined the Company in 1981 as National Sales Manager, was
appointed Vice President of Sales and Marketing in April 1982, Senior Vice
President in February 1988, and has served as Executive Vice President since
November 1988. He has been a Director since 1988. Previously, he worked at
Signetics Corporation, Fairchild Semiconductor, Ford Instrument, and Grumman
Aircraft Corporation. Mr. Siegel is also a member of the Board of Directors
for All American Semiconductor (Nasdaq: SEMI). All American Semiconductor,
headquartered in Florida, is a national distributor of electronic components
manufactured by others and is a major distributor for Supertex. Mr. Siegel
received a B.S. degree in Mechanical Engineering from the City College of
New York, augmented with Electrical Engineering courses from Brooklyn
Polytechnic Institute, New York.

W. Mark Loveless is a partner of Burr, Pilger & Mayer, an accounting and
consulting firm headquartered in San Francisco, CA, since May 2002. From
February 2001 to May 2002, Mr. Loveless was an independent financial
consultant. From November 1999 to February 2001, Mr. Loveless served as the
Chief Financial Officer of NPoint Inc., an embedded software company located
in Los Gatos, CA. Prior to joining NPoint, Inc. in November 1999, Mr. Loveless
had been with PricewaterhouseCoopers LLP, since 1978. Mr. Loveless was a
Business Assurance Partner from 1990 to 1999 with PricewaterhouseCoopers LLP,
in San Jose, CA in their Technology Sector where he spent considerable time
working with mergers and acquisitions, public offerings, and accounting
systems and controls. Mr. Loveless is a Certified Public Accountant and holds
a B.S. degree in Business Administration and an MBA degree in Finance.

Elliott Schlam is an internationally recognized authority on the flat panel
display industry. His consulting practice includes technology development,
management and market strategies, R&D and equity fund raising and securities
analysis. He has consulted for numerous successful Fortune 100 and start-up
companies and was previously VP of Sales and Marketing for a flat panel
display company as well as director of display R&D, manufacturing methods and
technology insertion for the U.S. Army. Dr. Schlam is a Fellow of the Society
for Information Display.

Milton Feng is a leading authority in III-V compound semiconductor and
opto-electronic devices. He is currently the Dr. Nick Holonyak Jr. Chair
Professor of Electrical and Computer Engineering and of the Center for
Compound Semiconductor Microelectronics at the University of Illinois,
Champaign-Urbana. He is a Fellow of IEEE and received the prestigious IEEE
David Sarnoff Award in 1997. He was also awarded the Dr. Pan Wen Yuan Award
in 2000 for his outstanding contribution in Noise in Microelectronics. He has
published 120 journal papers, 105 conference papers, and holder of 6 patents
in microelectronics and opto-electronics area. He received a Ph.D. in
Electrical Engineering from the University of Illinois. Dr. Feng worked as a
Section Head at the Torrance Research Center, Hughes Aircraft, and at the Ford
Microelectronics in Colorado Springs before returning to the University of
Illinois as a faculty member.

Board Recommendation on Proposal 1: Vote Required

The six (6) nominees for director receiving the highest number of affirmative
votes of the shares entitled to be voted for them shall be elected as
directors. Votes withheld from any director are counted for purposes of
determining the presence or absence of a quorum, but have no other legal
effect under California law.

THE BOARD OF THE DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR ELECTION
OF THE ABOVE-NAMED PERSONS TO THE BOARD OF DIRECTORS OF THE COMPANY.

Board Meetings and Committees

The Board of Directors of the Company held a total of two meetings during the
fiscal year ended March 31, 2002. All directors attended each meeting during
such fiscal year. The Board of Directors has an Audit Committee, a
Compensation Committee, an Executive Compensation Committee, an Employee
Stock Purchase Plan (the "ESPP") Committee, and a Deferred Compensation Plan
Committee. The Board has no special nominating committee or any committee
performing similar functions of such committee. Any member of the Board can
make nominations.

Audit Committee

The Audit Committee consists of three non-employee directors, W. Mark
Loveless, Elliott Schlam, and Milton Feng. The principal functions of the
Audit Committee are (1) to monitor corporate financial reporting and the
internal and external audits of the Corporation (2) to review and evaluate
the Company's internal control structure, and (3) to nominate independent
public accountants and approve the services performed by such auditors. The
responsibilities of the Audit Committee are more fully described in the Audit
Committee's written charter, which was approved by the Board of Directors in
fiscal year 2001 and included as Appendix A to the Proxy Statement for the
Company's 2001 annual meeting of shareholders.

All members of the Audit Committee are independent as defined under the
listing standards of the National Association of Securities Dealers, Inc.
In fiscal year 2002, the Audit Committee held five meetings and acted on
one resolution by unanimous written consent. All members of the Audit
Committee attended all five meetings.

Employee Stock Purchase Plan Committee

The Employee Stock Purchase Plan committee, consists of Henry C. Pao and
W. Mark Loveless, is responsible for the general administration and
interpretation of the ESPP and for carrying out its provisions.

Deferred Compensation Plan Committee

The Deferred Compensation Plan Committee, consisting of Henry C. Pao, Richard
Siegel, and W. Mark Loveless, is responsible for interpretation of the
Supplemental Employee Retirement Plan (the "SERP") and making all other policy
decisions concerning the SERP's administration. The Deferred Compensation
Plan Committee met once in fiscal year 2002.

Executive Compensation Committee

The Executive Compensation Committee consists of non-employee directors W.
Mark Loveless, Elliott Schlam, and Milton Feng, and is responsible for making
recommendations to the Board of Directors with respect to all cash-based and
all stock compensation of executive officers.

Compensation Committee

The Compensation Committee consists of W. Mark Loveless, Henry C. Pao, and
Benedict Choy. The Compensation Committee is responsible for making
recommendations to the Board of Directors with respect to all cash-based
compensation and all stock compensation of employees and consultants, other
than employee directors. The Compensation Committee acted on five resolutions
by unanimous written consent in fiscal year 2002.

Compensation Committee Interlocks and Insider Participation

Benedict Choy and Henry C. Pao serve on the Compensation Committee. Henry C.
Pao and Richard Siegel serve on the Deferred Compensation Plan Committee. All
three of them are also officers of the Company.

Compensation of Directors

Cash Compensation. The Company currently pays cash compensation to its
outside Directors for serving on the Board or committees of the Board in an
amount of $1,000 for each Board meeting attended. The Chairman of the Audit
Committee receives a $1,000 fee per Audit Committee meeting, while the Audit
Committee members receive $500 per such meeting. The Company also reimburses
all outside Directors for travel and other necessary out-of-pocket expenses
incurred in the performance of their services as directors.

Stock Option Grant. The Company granted stock options to its outside
directors during fiscal 2002. W. Mark Loveless and Elliot Schlam each
received stock options to purchase 8,000 shares of the Company's Common Stock
vested over a five-year period. Upon joining the Board, Mr. Milton Feng
was granted on September 4, 2001 stock options to purchase 10,000 shares of
the Company's Common Stock vested over a five-year period.

Certain Relationship and Related Transactions

The Company currently leases a portion of a building, consisting of
approximately 5,600 sq. ft at 1225 Bordeaux Drive, Sunnyvale, California under
an operating lease from Fortuna Realty Co, a corporation owned by a former
Supertex Director, Yunni Pao, expiring March 31, 2003, with options to renew.
The space is in turn subleased to our epitaxial deposition service provider at
essentially the same cost. Previously we leased the entire building,
consisting of approximately 20,000 sq.ft. The total rental expenses paid to
Fortuna Realty Co. were $457,000, $408,000 and $388,000 in fiscal years 2002,
2001 and 2000, respectively. We believe that the lease with Fortuna Realty
Co. was and is at prevailing market rates.

Mr. Richard Siegel, the Executive Vice President of the Company, is a member
of the Board of Directors for All American Semiconductor. All American
Semiconductor is a national distributor of electronic components manufactured
by others and is a major distributor for Supertex. Sales to this distributor
for fiscal years 2002, 2001, and 2000 were $2,109,000, $3,969,000, and
$4,114,000, respectively. Supertex has no long-term production agreement with
All American Semiconductor.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the beneficial ownership of Common Stock of the
Company as of June 21, 2002 (i) by each person who is known by the Company to
own beneficially more than 5% of the Company's Common Stock, (ii) by each of
the Company's directors, (iii) by each of the Company's five most highly
compensated executive officers, and (iv) by all directors and executive
officers as a group:

Directors, Officers and 5% Stockholders Shares Beneficially Owned (1)

Number of Shares Percentage of Total
- ------------------------------------------------------------------------------
Account Management Corp. 951,100 (2) 7.55%
2 Newberry Street
Boston, MA 02116

Wasatch Advisors, Inc. 1,698,641 (3) 13.49%
150 Social Hall Avenue
Salt Lake City, UT 84111

Yunni Pao 1,615,552 (4) 12.83%
2 Oxford Road
Kowloon, HongKong

Henry C. Pao 936,037 (5) 7.27%
Supertex, Inc.
1235 Bordeaux Dr.
Sunnyvale, California 94089

Frank C. Pao 803,521 6.38%
Business Systems Technology Corp.
330 Manchester Rd.
Poughkeepsie, New York

Benedict C.K. Choy 257,251 (6) 2.00%
Richard Siegel 33,339 (7) (10)
Michael Lee 31,252 (8) (10)
David Schie 24,835 (9) (10)
W. Mark Loveless 5,600 (10)
Elliott Schlam 5,600 (10)
Milton Feng 0 (10)

All Directors and Executive
Officers as a group (13 persons) 1,414,749 (11) 10.99%

- ---------------------------------
(1) Except as indicated in the footnotes to this table, and pursuant to
applicable community property laws, the persons named in the table have
sole voting and investment power with respect to all shares of common
stock shown as beneficially owned by them.

(2) Based on a filing dated February 14, 2002, pursuant to Section 13(f) of
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
the Company believes that Account Management Corp., a registered
investment advisor has beneficial ownership of 951,100 shares of the
Company's Common Stock as of March 31, 2002.

(3) Based on a filing dated February 14, 2002, pursuant to Section 13(g) of
the Exchange Act, the Company believes that Wasatch Advisors, Inc., a
registered investment advisor, has beneficial ownership of 1,698,641
shares of the Company's Common Stock as of March 31, 2002.

(4) Based on a filing dated February 14, 1997, pursuant to Section 13(d) of
the Exchange Act, the Company believes that Push, Inc., a British Virgin
Islands corporation owned 100% by Yunni Pao, has beneficial ownership of
1,615,552 shares of the Company's Common Stock as of December 31, 2000.

(5) Includes options held by Mr. Pao to purchase 65,300 shares of Common Stock
exercisable within 60 days of June 21, 2002.

(6) Includes options held by Mr. Choy to purchase 41,000 shares of Common
Stock exercisable within 60 days of June 21, 2002.

(7) Includes options held by Mr. Siegel to purchase 22,800 shares of Common
Stock exercisable within 60 days of June 21, 2002.

(8) Includes options held by Mr. Lee to purchase 21,900 shares of Common
Stock exercisable within 60 days of June 21, 2002.

(9) Includes options held by Mr. David Schie to purchase 24,000 shares of
Common Stock exercisable within 60 days of June 21, 2002.

(10) Indicates less than 1% in beneficial ownership.

(11) Includes options held by the Company's executive officers and directors
(13 persons) to purchase an aggregate 276,800 shares exercisable within
60 days of June 21, 2002.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of the Company's Common Stock to
file with the Securities and Exchange Commission ("SEC") and the National
Association of Securities Dealers ("NASD") initial reports of ownership on
Form 3 and changes in ownership on Form 4 or 5. Such officers, directors
and 10% stockholders are also required by SEC rules to furnish the Company
with copies of all Section 16(a) forms they file. Specific due dates for
these reports have been established, and the Company is required to disclose
in this Proxy Statement any failure to file these reports on a timely basis.

Based solely on our review of the copies of such forms we have received, or
written representations from certain Reporting Person, we believe that, during
fiscal year 2002, all Reporting Persons complied with all applicable filing
requirements, except as described below:

David Schie for his promotion to Vice President of Telecom and Broadband
Products in August 2001, William Petersen for his promotion to Vice President
of Sales on April 2001 and Milton Feng for his election to the Board of
Directors in August 2001, failed to timely file Form 3, an Initial Statement
of Beneficial Ownership of Securities.

Form 4 to report options exercised and/or subsequent dispositions of shares
acquired by Benedict C.K. Choy, Henry Pao, William Ingram, Dilip Kapur, David
Schie and Richard Siegel each filed a late Form 4 for fiscal 2002 that
disclosed five transactions, one transaction, three transactions, three
transactions, three transactions, and six transactions, respectively.

Options granted, one transaction each, to Henry Pao, Benedict C. K. Choy,
Richard Siegel, W. Mark Loveless, Elliott Schlam and Milton Feng in fiscal
2002 and options granted to W. Mark Loveless and Elliott Schlam, two
transactions each, in fiscal 2001 were not reported on Form 4 but were
subsequently filed late on Form 5.

Executive Officers of the Registrant

The names, ages and positions of the Company's executive officers as of
June 21, 2002 are as follows:

Name Position with the Company Age Officer Since
- -----------------------------------------------------------------------------
Henry C. Pao President, Principal Executive 64 1976
and Financial Officer
Richard E. Siegel Executive Vice President 56 1982
Benedict C. K. Choy Senior Vice President, 56 1976
Technology Development,
and Secretary
Dennis E. Kramer Vice President, Materials 60 1996
William P. Ingram Vice President, 55 1999
Wafer Fab Operations
Franklin Gonzalez Vice President, 51 1999
Process Technology
Michael Lee Vice President, I.C. Design 48 1999
Dilip Kapur Vice President, 53 2000
Standard Products
William Petersen Vice President, Worldwide Sales 49 2001
David Schie Vice President, Telecom and 30 2001
Broadband Products

Officers are appointed by the Board of Directors and serve at the discretion
of the Board. There is no family relationship between any directors or
executive officers of the Company.

Henry C. Pao is a founder of Supertex and has served as President, Principal
Financial and Executive Officer, and as a Director since the Company's
formation in fiscal 1976. Previously, he worked at Fairchild Semiconductor,
Raytheon, Sperry Rand and IBM. He received B.S., M.S., and Ph.D. degrees in
Electrical Engineering from University of Illinois at Champaign-Urbana.

Richard E. Siegel joined the Company in 1981 as National Sales Manager, was
appointed Vice President of Sales and Marketing in April 1982, Senior Vice
President in February 1988, and has served as Executive Vice President since
November 1988. He has been a Director since 1988. Previously, he worked at
Signetics Corporation, Fairchild Semiconductor, Ford Instrument and Grumman
Aircraft Corporation. Mr. Siegel is also a member of the Board of Director
for All American Semiconductor (NASD: SEMI). All American Semiconductor,
headquartered in Florida, is a national distributor of electronic components
manufactured by others and is a major distributor for Supertex. Mr. Siegel
received a B.S. degree in Mechanical Engineering from City College of New
York, augmented with Electrical Engineering courses from Brooklyn Polytechnic
Institute, New York.

Benedict C. K. Choy, a founder of the Company, joined Supertex in fiscal 1976
as Vice President, Device Technology and Process Development, and has served
as Senior Vice President since February 1988. He has been a Director since
1986. Previously, he worked at Fairchild Semiconductor, National
Semiconductor, and Raytheon. He received a B.S. degree in Electrical
Engineering from the University of California, Berkeley.

Dennis E. Kramer joined Supertex in September 1981 as Wafer Fab II Production
Manager. Over his tenure, he has managed many facets of the wafer fabrication
process as well as all the back-end manufacturing operations. He was promoted
to Vice President of Materials in 1996. Previously, he worked at Siemens and
Signetics Corporation. He received a B.S. degree in Chemistry from University
of California, Los Angeles and an MBA from Santa Clara University.

William Ingram joined Supertex five years ago as its Director of Wafer Fab
Operations. Prior to joining Supertex, he was Vice President of Technology
Development at Crosspoint Solutions, before which he held management
positions at Fairchild and National Semiconductor. He began his career at
National after receiving his B.S. degree in Electrical Engineering with
honors from the North Carolina State University.

Franklin Gonzalez joined Supertex in November 1990 as a Process Development
Manager. In 1994, he was promoted to Director of Process Technology. Prior
to joining Supertex, he held various R& D management positions spanning over
seventeen years with such companies as ECI Semiconductor, Telmos and Harris
Semiconductor where he began his career. He received a Ph.D. in Electrical
Engineering from the University of Florida and a M.S. degree in Electrical
Engineering from Stanford University.

Michael Lee re-joined Supertex in October 1993 as Director of I.C. Design.
Before that, he had a combined total of fifteen years of industry experience
in I.C. Design. Mr. Lee began his career at Supertex after receiving his M.S.
degree in Electrical Engineering from the University of California Berkeley
in 1978.

Dilip Kapur joined Supertex in March 1984 and has managed Marketing,
Applications, Marketing Communications and Product Engineering Departments.
He has previously held Application Engineering and Marketing positions at
Computer Power Inc. and Advani Oerlikon Ltd. He has a B.S. degree in
Electrical Engineering from MACT, Bhopal and a Diploma in International Trade
from Indian Institute of Foreign Trade, New Delhi.

William Petersen first joined Supertex in 1984 as Sales Manager for the
Central Region of the United States. From 1990 through 1994, he was the
Company's National Sales Manager, overseeing sales operations throughout the
United States. Mr. Petersen re-joined Supertex in September 1999 as Director
as Sales. He was promoted to Vice President of Worldwide Sales in April 2001.
Prior to working at Supertex, he worked at Siemens as Central Area Manager
from 1980-1984. Mr. Petersen attended the University of Iowa.

David C. Schie joined Supertex in 2000 and was promoted to Vice President
Telecom & Broadband Products in August 2001. He was a founder of various
companies including the ESG group of companies and Linear Dimensions
Semiconductor. Mr. Schie holds various patents or patents pending in areas
including PWM, supervisory & biasing ICs and power management ICs. He was
trained at the University of Toronto in Analog IC Design.

Compensation of Executive Officers

The following table shows compensation paid to the Company's Chief Executive
Officer and each of the four other most highly compensated executive officers
for the three fiscal years ended March 31, 2002.

SUMMARY COMPENSATION TABLE

<Caption> Long-Term
Annual Compensation Compensation(1)
- ----------------------------------------------------------------------------------------------------------------------------------
<s> <c> <c> <c> <c> <c> <c> <c>
Securities
Underlying
Name and Deferred Deferred Options All other
Principal Position Year Salary(2) Salary Bonus(3) Bonus (No. of Shares) Compensation(4)
- ----------------------------------------------------------------------------------------------------------------------------------
Henry C. Pao 2002 $186,042 $ 59,813 $ 196 $ 13,304 25,000 $ 1,295
President, CEO, Director 2001 175,810 210,504 1,276 85,724 0 1,295
2000 139,576 44,326 435 29,565 25,000 1,355

Richard Siegel 2002 204,168 104,373 5,850 5,850 22,000 1,295
Executive Vice President 2001 231,151 41,796 37,700 37,700 0 1,295
2000 231,436 39,677 13,000 13,000 22,000 1,355

Benedict C. K. Choy 2002 190,703 20,456 4,950 4,950 20,000 1,295
Senior Vice President, 2001 190,703 20,456 57,420 6,380 0 1,295
Technology Development 2000 194,345 12,897 20,900 1,100 20,000 1,355

Michael Lee (5) 2002 189,200 0 4,000 0 0 1,295
Vice President, 2001 184,239 0 24,000 0 5,000 1,295
I.C. Design 2000 162,976 0 8,000 0 20,000 1,355

David Schie (5) 2002 183,858 0 4,000 0 24,000 1,295
Vice President, 2001 N/A N/A N/A N/A N/A N/A
Telecom and Broadband 2000 N/A N/A N/A N/A N/A N/A
Products

- -------------------------------
(1) The Company has not issued stock appreciation rights or restricted stock
awards. The Company has no "long-term incentive plan," "defined benefit
plan, " or "pension plan" as such terms are defined in the applicable
rules.

(2) Compensation deferred at the election of executive is included in the
category and in the year earned.

(3) The amounts shown in this column reflect payments under the Company's
semi-annual profit-sharing plan under which all eligible employees
participate. Bonus deferred at the election of the executive is included
in the category and in the year earned.

(4) The amounts disclosed in this column include:

(a) Company contributions of $8,320, $9,360, and $9,360 in fiscal 2000,
2001, and 2002 respectively under the Supertex, Inc. Savings and
Retirement Plan, a defined contribution 401(k) plan on behalf of each
named executive officers.
(b) Payment by the Company of premiums amounting to $2,512, $2,453, and
$2,295 for fiscal 2000, 2001, and 2002 respectively, for term life
insurance on behalf of each named executive officer. All full-time
employees of the Company are covered by such term life insurance
benefits.

(5) David Schie became an officer of the Company in fiscal 2002.

The following table shows, as to the named executive officers, information
concerning options granted during fiscal year 2002 and the potential
realizable value of those options, assuming 5% and 10% appreciation at the
end of the option term.

OPTION GRANTS IN LAST FISCAL YEAR

Percent of Total Potential Realizeable Value
Options Granted at Assumed Annual Rates
to Employees of Stock Price
Name Options Granted (1) in Fiscal Year (2) Exercise Price Expiration Date Appreciation for Option Term
($/Share) 5%(3) 10%(3)
- ----------------------------------------------------------------------------------------------------------------------------
<s> <c> <c> <c> <c> <c> <c>
Henry Pao 25,000 7.8% $12.53 06/01/08 $127,524 $297,186
Benedict Choy 20,000 6.3% $12.53 06/01/08 $102,019 $237,749
Richard Siegel 22,000 6.9% $12.53 06/01/08 $112,221 $261,523
William Petersen 10,000 3.1% $12.53 06/01/08 $ 51,010 $118,874
David Schie 24,000 7.5% $12.53 06/01/08(4) $ 78,675 $178,648

- -------------------------------------
(1) Options granted under the Company's 1991 Stock Option Plan typically have
a 7-year term, vest over a 5-year period of employment and have an
exercise price equal to the market value of the Company's Common Stock on
the date of grant.
(2) In fiscal year 2002, the Company granted options representing 318,590
shares to employees.
(3) Potential realizable value is based on Black - Scholes Multiple Option
model. These values are calculated based on requirements promulgated by
the Securities and Exchange Commission and do not reflect the Company's
estimate of future stock price appreciation.
(4) Options granted to David Schie include an option to purchase 12,000 that
will expire on September 1, 2003.

In March 1998, Franklin Gonzalez, the Company's Vice President, Process
Technology, and William Ingram, the Company's Vice President, Wafer Fab
Operation, were given the opportunity to exchange their older higher priced
incentive stock options for new incentive stock options at the then current
market price of $10.625 per share in return for changing the vesting start
date of the option to one year after the original vesting date for the
surrendered option. The Board believed that it was in the best interest of
the Company and the shareholders of the Company to highly motivate the two
officers at the time and to make a special exchange offer that was not
available to the rest of the officers of the Company.

The following table provides the specified information concerning repricing of
options to purchase the Company's Common stock held by any executive officer
of the Company in the last 10 years.

OPTION REPRICING WITHIN LAST 10 YEARS

Number of Securities Market Price of Exercise Price Length of Original
Underlying Options Stock at at Time of New Option Term Remaining
Name Date Repriced Time of Repricing Repricing Exercise at Date of Repricing
Price (months)
- -------------------------------------------------------------------------------------------------------------------------------
<s> <c> <c> <c> <c> <c> <c>
Franklin Gonzalez 03/02/98 6,000(1) $10.625 $16.750 $10.625 78
William Ingram 03/02/98 5,000(2) $10.625 $12.000 $10.625 72

(1) 8-year term, vest 3 years after original grant date over a 5-year period.
(2) 7-year term, vest 2 years after original grant date over a 5-year period.

The following table summarizes the information concerning stock option
exercises during the last fiscal year for each named executive officer.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

Number of Securities Value of
Underlying Unexercised Unexercised In-the-Money
Shares Acquired Value Options at Fiscal Year-End Options at Fiscal Year-End(*)
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<s> <c> <c> <c> <c> <c> <c>
- ----------------------------------------------------------------------------------------------------
Richard Siegel 23,300 $ 216,431 20,800 82,200 $ 161,808 $ 762,062
Benedict Choy 17,500 176,838 39,000 79,000 339,390 737,690
Dilip Kapur 13,700 149,517 1,000 20,300 1,698 151,722
William Ingram 2,300 25,829 25,100 13,300 266,364 103,333
Dennis Kramer 10,000 55,500 16,000 9,000 146,348 58,590
David Schie 12,000 87,071 12,000 60,000 0 104,760

(*) Closing market price of the Company's Common Stock on Friday,
March 28, 2002 was $21 1/4.

Report of the Executive Compensation Committee
of the Board of Directors

Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 as amended, or the
Securities Exchange Act of 1934, as amended that might incorporate future
filings, including this Proxy Statement, in whole of report, the following
report shall not be deemed to be incorporated by reference in to any such
filings.

The Executive Compensation Committee of the Board of Directors is generally
responsible for reviewing compensation and benefits, including stock options,
of executive officers of the Company. All the members of the Board of
Directors review the stock compensation of outside directors.

The Company applies a consistent philosophy of compensation for all employees,
including its executive officers. This philosophy is based on the premise
that the achievements of the Company result from the coordinated efforts of
all individuals working toward common objectives. The Company strives to
achieve those objectives through teamwork that is focused on meeting the
defined expectations of customers and shareholders.

Compensation Philosophy. The goals of the committee are to align executive
compensation with business objectives and performance, and to enable the
Company to attract, retain and reward executive officers who contribute to
the long-term success of the Company. The Company's compensation program
for the chief executive officer and other executive officers is based on the
same four principles applicable to compensation decisions for all employees
of the Company:

* The Company pays competitively. The Company is committed to providing
a compensation program that helps attract and retain the best people
in the industry. To ensure that pay is competitive, the Company
reviews the compensation practices of other companies of similar size
and sales volume within the semiconductor industry, most of which are
included in the Nasdaq Electronic Component Index.

* The Company pays for relative sustained performance. Officers are
rewarded based upon corporate performance, product line performance
and individual performance. Corporate performance and product line
performance are evaluated by reviewing the extent to which strategic
and business plan goals are met, including such factors as operating
profit, performance relative to competitors and timely new product
introductions. Individual performance is evaluated by measuring
organization progress against set objectives.

* The Company strives for fairness in the administration of
compensation. The Company strives to achieve a balance with respect
to compensation paid to the executives within the Company and in
comparable companies. The Company also believes that the
contributions of each member of the executive staff are vital to the
success of the Company. As such, the Executive Compensation
Committee's current policy is that the CEO's base compensation does
not have any bearing on the base compensation of the other officers.
Similarly, any employee may receive a base compensation higher than
his/her supervisor due to the particular higher technical skills
required in the subordinate position.

* The Company believes that employees should understand the performance
evaluation and compensation administration process. At the beginning
of each focal review period in July, annual objectives for the
Company are set for each officer. The CEO gives ongoing feedback on
performance to each officer. Within 90 days after the end of the
fiscal year, the committees evaluate the accomplishments of the key
objectives, which affects decisions on merit increases and stock
option grants.

Compensation Components. The Company's compensation program, which
consists of cash and equity based compensation, allows the Company to attract
and retain highly skilled officers, provide useful products and services to
customers, enhance shareholder value, motivate technological innovation and
adequately reward its executive officers and other employees. These
components are:

Cash-Based Compensation:

Salary. The Executive Compensation Committee sets base salary for the
chief executive officer and all other officers by reviewing the
compensation levels for competitive positions in the market. Based on
comparative data, the chief executive and all other officers were
compensated within the low-to-middle salary range levels during fiscal
2002. The chief executive and all other executive officers of the
Company largely met their individual goals and the Company's overall
performance set for them in fiscal year 2002.

Profit-Sharing Bonus. The Company has a semiannual profit-sharing
plan under which it distributes to all employees, including the chief
executive officer and all other officers, ten percent of its operating
profits before taxes and other adjustments. The Company believes that
all employees share the responsibility of achieving profits.
Accordingly, it awards a bonus to all employees based on a formula,
which includes employment grade level, seniority with the Company, and
employee performance including attendance. As of June 21, 2002, the
Company has made twenty-six semiannual profit-sharing
distributions.

Equity-Based Compensation:

Stock Option Grants. Stock options provide additional incentives to
the chief executive officer and all other officers, directors, and
certain management and technical employees to work to maximize
stockholder value. The options vest over a defined period to
encourage such employees to continue in the employ of the Company.
In line with its compensation philosophy, the Company grants stock
options commensurate with the employee's potential contribution to
the Company, measured by his qualifications and previous work
performance. Stock options were granted to various officers,
management or technical employees in fiscal year 2002 for performance
and promotions of existing employees, and as a part of the employment
compensation package for new employees.

-Respectfully submitted by the members of the Executive
Compensation Committee

W. Mark Loveless
Elliot Schlam
Milton Feng

Report of the Audit Committee
of the Board of Directors

Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement, in whole or in part, the following
Audit Committee Report shall not be incorporated by reference into any such
filings, nor shall it be deemed to be soliciting material or deemed filed
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, or under the Securities Exchange Act of 1934, as amended.

In accordance with its written charter adopted by the Board of Directors of
the Company (the "Board"), the Audit Committee of the Board (the "Committee")
assists the Board in fulfilling its responsibility for oversight of the
quality and integrity of the accounting, auditing and financial reporting
practices of the Company. During the fiscal year ended March 31, 2002, the
Committee met five times, and discussed the interim financial information
contained in each quarterly earnings announcement with the chief financial
officer, controller and PricewaterhouseCoopers LLP, our independent auditors,
prior to public release.

In discharging its oversight responsibility as to the audit process, the
Committee obtained from PricewaterhouseCoopers LLP a formal written statement
relating to relationships between PricewaterhouseCoopers LLP and the Company
that might bear on the auditors' independence, consistent with the
Independence Standards Board Standard No. 1, "Independence Discussions with
Audit Committees," discussed with the PricewaterhouseCoopers LLP any
relationships that may impact their independence and satisfied itself as to
the auditors' independence. The Committee also discussed with management,
and PricewaterhouseCoopers LLP the quality and adequacy of the Company's
internal controls. The Committee reviewed with PricewaterhouseCoopers LLP
their audit plans, audit scope and identification of audit risks.

The Committee discussed with PricewaterhouseCoopers LLP all matters required
to be discussed as described in Statement on Auditing Standards No. 61, as
amended, "Communication with Audit Committees" and, with and without
management present, discussed and reviewed the results of the independent
auditors' examination of the financial statements.

The Committee reviewed the audited financial statements of the Company as of
and for the fiscal year ended March 31, 2002, with management and
PricewaterhouseCoopers LLP. Management has the responsibility for the
preparation of the Company's financial statements and PricewaterhouseCoopers
LLP have the responsibility for the examination of those statements.

Based on the above-mentioned review and discussions with management and
PricewaterhouseCoopers LLP, the Committee recommended to the Board that the
Company's audited financial statements be included in its Annual Report on
Form 10-K for the fiscal year ended March 31, 2002, for filing with the
Securities and Exchange Commission.

Each of the members of the Audit Committee is independent as defined in
Rule 4200(a)(14) of the National Association of Securities Dealers'
Marketplace Rules.

- - Respectfully submitted by the members of the Audit Committee
W. Mark Loveless
Elliot Schlam
Milton Feng

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

On recommendation of the Audit Committee, the Board of Directors has selected
PricewaterhouseCoopers LLP, as independent public accountants to audit the
financial statements of the Company for the fiscal year ending March 29, 2003.
PricewaterhouseCoopers LLP, was the Company's independent public accountants
for the fiscal year ending March 31, 2002. Representatives of
PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting
to make a statement if they desire to do so and are expected to be available
to respond to appropriate questions.

Accountants Fees. The following table sets forth the aggregate fees billed
or to be billed by PricewaterhouseCoopers LLP for the following services
during fiscal 2002:

Description of Services Fees
-------------------------------------------------------------
Audit fees (1) $ 169,700
Financial system design and implementation fees --
All other fees (2) 129,400
----------
Total $ 299,100

The Audit Committee did consider whether the provision of financial
information systems design and implementation services and all other
non-audit services is compatible with the accountants' independence and
concluded that provision of financial information systems design and
implementation services and other non-audit services are compatible with
maintaining the independence of the Company's external auditors.

==================================
(1) Audit Fees represents the aggregate fees billed or to be billed for
professional services rendered for the audit of our 2002 annual financial
statements and for the review of the financial statements included in our
quarterly reports during such period.

(2) All Other Fees represents the aggregate fees billed in fiscal 2002 for
services other than audit and other than financial information system design
and implementation including, for example, fees for tax compliance of
$67,000, tax consulting of $41,400, and assistance with Form S-8 filing and
required foreign statutory audits of $21,000.

Board Recommendation on Proposal 2; Vote Required

The ratification of the appointment of PricewaterhouseCoopers LLP as the
Company's independent auditors for the fiscal year ending March 29, 2003,
will be approved upon the favorable vote of the majority of the Votes Cast
on the Proposal, provided that such favorable vote constitutes at least a
majority of the required quorum for the Annual Meeting.

THE BOARD OF THE DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR RATIFICATION
OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC
ACCOUNTS OF THE COMPANY FOR THE YEAR ENDING MARCH 29, 2003. THE VOTE
REQUIRED TO APPROVE THIS PROPOSAL IS A MAJORITY OF THE SHARES PRESENT AND
VOTING AT THE MEETING.

STOCK PERFORMANCE GRAPH

The following graph shows a five-year comparison of cumulative total return
for the Company's Common Stock, the Nasdaq Composite Total Return Index
(U.S.), and the Nasdaq Electronic Components Total Return Index. The stock
price performance shown on the graph below is not necessarily indicative of
future price performance.

Comparison of Five Year Cumulative Total Return*

03/97 03/98 03/99 03/00 03/01 03/02
----- ----- ----- ----- ----- -----
Nasdaq Composite $100 $152 $205 $380 $152 $153
Total Return Index
(US Only)

Nasdaq Electronic $100 $114 $165 $479 $150 $159
Components Stocks

Supertex, Inc, $100 $ 96 $ 89 $254 $107 $181

*Assumes investment of $100 on April 1, 1997.

OTHER MATTERS

The Company knows of no other matters to be submitted to the Meeting. If any
matters properly come before the Meeting, it is the intention of the persons
named in the enclosed proxy card to vote the shares they represent as the
Board of Directors may recommend.

It is important that your stock be represented at the meeting, regardless of
the number of shares which you hold. You are, therefore, urged to mark, sign,
date, and return the accompanying Proxy as promptly as possible in the
postage-paid envelope enclosed for that purpose.

Any person who was a beneficial owner of common stock on the record date for
the 2002 Annual Meeting may obtain a copy of the Company's Annual Report on
Form 10-k for the fiscal year ended March 31, 2002 filed with the Securities
and Exchange Commission without charge (except for exhibits to such annual
report, which will be furnished upon payment of the Company's reasonable
expenses in furnishing such exhibits). The request for such materials should
identify the person making the request as be directed to Supertex, Inc.,
Attention:Investor Relations, 1235 Bordeaux Drive, Sunnyvale, California 94089

BY ORDER OF THE BOARD OF DIRECTORS OF
SUPERTEX, INC.

/s/ Benedict C. K. Choy
Benedict C. K. Choy
Corporate Secretary
July 5, 2002
Sunnyvale, California

SUPERTEX, INC.
ANNUAL MEETING OF SHAREHOLDERS, AUGUST 16, 2002

THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS

The undersigned shareholder of SUPERTEX, INC., a California corporation,
hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders
and Proxy Statement, each dated July 5, 2002, and hereby appoints Henry C. Pao
as proxy and attorney-in-fact, with full power of substitution, on behalf and
in the name of the undersigned, to represent the undersigned at the Annual
Meeting of Shareholders of SUPERTEX, INC., to be held on August 16, 2002, at
10:00 a.m., local time, at the principal offices of the Company, located at
1235 Bordeaux Drive, Sunnyvale, California, 94089 and at any adjournments
thereof, and to vote all shares of Common Stock which the undersigned would
be entitled to vote if then and there personally present, on the matters set
forth on the opposite side.

THE PROXY WILL BE VOTED AS DIRECTED, OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE ELECTION OF THE NOMINATED DIRECTORS, FOR THE
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
ACCOUNTANTS FOR THE FISCAL YEAR ENDING MARCH 29, 2003, AND AS SUCH PROXY
DEEMS ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING.

SUCH PROXY AND ATTORNEY, OR SUBSTITUTE, SHALL BE PRESENT AND SHALL ACT AT THE
MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF AND MAY EXERCISE ALL OF
THE POWERS OF SUCH PROXY AND ATTORNEY-IN-FACT HEREUNDER.

(CONTINUED AND TO BE MARKED, DATED AND SIGNED ON THE REVERSE SIDE)

Please make your vote as indicated in this example [ X ]

1. ELECTION OF DIRECTORS:

Nominees:
Henry C. Pao
Benedict C. K. Choy
Richard Siegel
W. Mark Loveless
Elliott Schlam
Milton Feng

Instruction: If you wish to withhold authority to vote for any
individual nominee, strike a line through the nominee's
name in the list above.

[ ] FOR all nominees (except as indicated above)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above.

2. PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS
THE INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING
MARCH 29, 2003:

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

In his discretion, the proxy is authorized to vote upon such other matters as
may properly come before the meeting or any adjournment or adjournments
thereof.

If shares are jointly held, each holder should sign. If signing for estates,
trusts, corporations, or partnerships, title and capacity should be stated.

PLEASE MARK, DATE, AND SIGN EXACTLY AS YOUR NAME(S) APPEARS HEREON, AND
RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

Signature: Date: