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                                                  EXHIBIT 3.2

                         AMENDMENT NO. 1
                             TO THE
                  AMENDED AND RESTATED BY-LAWS 
                               OF
                  VISHAY INTERTECHNOLOGY, INC.
                    (a Delaware Corporation)


          Pursuant to Article II.2 of the Amended and Restated
By-laws of Vishay Intertechnology, Inc. (the "By-laws"), the By-
laws are hereby amended as follows:

          The second sentence of Article II.2 is hereby amended
to read in its entirety as follows:

          "The number of directors constituting the whole board
          shall not be less than three nor more than twelve,
          except that where all the shares of stock of the
          corporation are owned beneficially and of record by
          less than three stockholders, the number of directors
          may be less than three but not less than the number of
          such stockholders."

          In all other respects, the By-laws shall remain
unchanged.