CERTIFICATE OF AMENDMENT
                                       OF
                         COMPOSITE AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                          VISHAY INTERTECHNOLOGY, INC.


                         ADOPTED IN ACCORDANCE WITH THE
                        PROVISIONS OF SECTION 242 OF THE
                        DELAWARE GENERAL CORPORATION LAW



         It is hereby certified that:

         1. The name of the corporation  (hereinafter  called the "Corporation")
is Vishay Intertechnology, Inc.

         2. The Composite  Amended and Restated  Certificate of Incorporation of
the Corporation is hereby amended by striking out the first paragraph of Article
Fourth thereof and by substituting in lieu of said paragraph of said Article the
following new paragraph:


     "FOURTH:  SECTION 1.  CLASSES  AND NUMBER OF  SHARES.  The total  number of
     shares of all classes of stock which the  Corporation  shall have authority
     to issue is  91,000,000  shares.  The classes and the  aggregate  number of
     shares of stock of each class which the Corporation shall have authority to
     issue are as follows:

          (i)  75,000,000  shares  of  Common  Stock,  $0.10 par value per share
     (hereinafter the "Common Stock");

          (ii)  15,000,000  shares of Class B Common Stock,  $0.10 par value per
     share (hereinafter the "Class B Stock"); and

          (iii) 1,000,000 shares of Preferred Stock,  $1.00 par value per share,
     with such rights, privileges,  restrictions and preferences as the Board of
     Directors  may  authorize  from time to time  (hereinafter  the  "Preferred
     Stock")."






         3. The amendment of the Composite  Amended and Restated  Certificate of
Incorporation  herein  certified  has been duly adopted in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.


Signed and attested to on May 22, 1997.



                                              /s/ Richard N. Grubb
                                              --------------------
                                              Name: Richard N. Grubb
                                              Title: Executive Vice President,
                                                     Treasurer and Chief
                                                     Financial Officer


Attest:



/s/ William J. Spires
- ----------------------
Name: William J. Spires
Title: Vice President and
       Secretary