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                                                      EXHIBIT 3.1
     
     
     
                         CERTIFICATE OF AMENDMENT
                                    OF 
                           RESTATED CERTIFICATE
                             OF INCORPORATION
                                    OF
                       VISHAY INTERTECHNOLOGY, INC.
     
     
     
               It is hereby certified that:
     
               1.  The name of the corporation (hereinafter called the
     "Corporation") is Vishay Intertechnology, Inc.
     
               2.  The Restated Certificate of Incorporation of the
     Corporation, as amended, is hereby further 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 51,000,000 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)  35,000,000 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").
     

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               3.  The amendment of the Restated Certificate of
     Incorporation, as amended, 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 18, 1993.
     
     
                                                      
                                         /s/Robert A. Freece
                                    --------------------------------------
                                       Robert A. Freece
                                       Vice President
     
     
     Attest:
     
     
     /s/ William J. Spires
     ----------------------
     William J. Spires
     Secretary