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May 10, 2006
Via Facsimile ((212) 715-8280) and U.S. Mail
Abbe L. Dienstag, Esq.
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
Re: Vishay Intertechnology, Inc.
Schedule TO-I/A filed May 9, 2006
SEC File No. 005-18135
Dear Mr. Dienstag:
We have reviewed your filing and have the following comment.
Company Notice
Description of the Option
Conditions to the Option, page 8
1. Refer to our prior comment 2. Your disclosure indicates that
you
expect to fund a possible $138 million payment, with respect to
all
outstanding LYONs, with cash on hand. The disclosure also states
that "depending on the number of LYONs required to be purchased,"
you
may use borrowings under your existing credit facility. Given
this
apparent contradiction and your response to our comment, please
provide the information required by Item 1007(d) of Regulation M-
A.
Please direct any questions to me at (202) 551-3619. You
may
also contact me via facsimile at (202) 772-9203. Please send all
correspondence to us at the following ZIP code: 20549-3628.
Sincerely,
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE