As filed with the Securities and                           Registration No. 333-
Exchange Commission on May 7, 1999
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------
                          VISHAY INTERTECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)
        Delaware                                                 33-1686453
  (State or Other Jurisdiction of                            (I.R.S. Employer
   Incorporation or Organization)                         Identification Number)

                               63 Lincoln Highway
                              Malvern, Pennsylvania
                                   19355-2120
                    (Address of Principal Executive Offices)
                                 ---------------
                           1997 STOCK OPTION PROGRAM.
                       1998 EMPLOYEE STOCK OPTION PROGRAM
                            (Full Title of the Plans)
                                Richard N. Grubb
                             Chief Financial Officer
                          Vishay Intertechnology, Inc.
                               63 Lincoln Highway
                           Malvern, Pennsylvania 19355
                     (Name and Address of Agent for Service)

                                 (610) 644-1300
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                   Copies to:
                              Mark B. Segall, Esq.
                       Kramer Levin Naftalis & Frankel LLP
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100


<TABLE>
<CAPTION>
                               CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<S>                           <C>                         <C>                          <C>                          <C>
                                                           Proposed                     Proposed                                    
                                                           Maximum                      Maximum                                     
Title of                                                   Offering                     Aggregate                    Amount of
Securities to                 Amount to be                 Price Per                    Offering                     Registration
be Registered                 Registered(1)                Share(2)                     Price                        Fee
------------------------------------------------------------------------------------------------------------------------------------
Common                        2,955,000                    $17.47                       $51,623,850                  $14,351.43
Stock (par                    shares
value $0.10
per share)
====================================================================================================================================
</TABLE>

(1)     Plus such additional number of shares as may be required pursuant to the
        employee  benefit plans in the event of a stock split,  stock  dividend,
        recapitalization, reorganization, merger, consolidation or other similar
        event.
(2)     Estimated  solely for  purposes  of  calculating  the  registration  fee
        pursuant to Rule 457(c) of the Securities Act of 1933, as amended, based
        upon the average of the high and low sales  prices for the Common  Stock
        reported on the New York Stock Exchange on April 30, 1999.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The Registrant  hereby  incorporates  by reference in this  Registration
Statement the following documents:

        (a) The  Registrant's  latest annual report on Form 10-K, filed pursuant
to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended
(the  "Exchange  Act"),   containing   audited  financial   statements  for  the
Registrant's latest fiscal year;

        (b) The Registrant's  Registration Statement on Form 8-A, filed with the
Commission on December 23, 1983, which  incorporates a description of the Common
Stock,  including any amendment or report filed for the purpose of updating such
description; and

        (c) All other  reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (b) above.

        All documents  subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4.   Description of Securities.

        Not applicable.

Item 5.   Interest of Named Experts and Counsel.

        Not applicable.

Item 6.   Indemnification of Directors and Officers.

        Article NINTH of the Registrant's  Restated Certificate of Incorporation
(the "Restated  Certificate of  Incorporation")  provides that every person (and
the  heirs,  executors  and  administrators  of  such  person)  who  is or was a
director,  officer, employee or agent of the Registrant or of any other company,
including  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise  which  such  person  serves or served as such at the  request of the
Registrant  shall  be  indemnified  by the  Registrant  against  all  judgments,
payments in settlement (whether or not approved by court), fines,  penalties and
other  reasonable  costs  and  expenses  (including  fees and  disbursements  of
counsel) imposed upon or incurred by such person in connection with or resulting
from any action,  suit,  proceeding,  investigation or claim,  civil,  criminal,
administrative,  legislative or other  (including any criminal  action,  suit or
proceeding  in which such person  enters a plea of guilty or nolo  contendere or
its equivalent),  or any appeal relating thereto, which is brought or threatened
either by or in the right of the Registrant or such other company (herein called
a  "derivative  action")  or by any  other  person,  governmental  authority  or
instrumentality  (herein called a "third-party action") and in which such person
is made a party or is  otherwise  involved by reason of his being or having been
such  director,  officer,  employee,  or agent or by  reason  of any  action  or
omission,  or alleged  action or omission by such person in his capacity as such
director,  officer  employee  or  agent if  either  (a) such  person  is  wholly
successful,  on the  merits  or  otherwise,  in  defending  such  derivative  or
third-party  action or (b) in the judgment of a court of competent  jurisdiction
or, in the absence of such a  determination,  in the judgment of a majority of a
quorum of the Board of  Directors  of the  Registrant  (which  quorum  shall not
include any director who is a party to 

                                       -2-

<PAGE>

or is  otherwise  involved  in  such  action)  or,  in  the  absence  of  such a
disinterested  quorum,  in the opinion of  independent  legal counsel (i) in the
case  of a  derivative  action,  such  person  acted  in good  faith  in what he
reasonably  believed  to be the  best  interest  of the  Registrant  and was not
adjudged liable to the Registrant or such other company or (ii) in the case of a
third-party  action,  such  person  acted in good  faith  in what he  reasonably
believed to be the best interest of the Registrant or such other company, and in
addition in any criminal  action,  had no  reasonable  cause to believe that his
action was unlawful;  provided  that, in the case of a derivative  action,  such
indemnification shall not be made in respect of any payment to the Registrant or
such other company or any stockholder  thereof in satisfaction of judgment or in
settlement unless either (x) a court of competent jurisdiction has approved such
settlement, if any, and the reimbursement of such payment or (y) if the court in
which such action has been instituted lacks  jurisdiction to grant such approval
or such action is settled before the institution of judicial proceedings, in the
opinion  of  independent  legal  counsel  the  applicable  standard  of  conduct
specified  in the  preceding  sentence  has been met,  such  action was  without
substantial  merit, such settlement was in the best interests of the corporation
or such other company and the reimbursement of such payment is permissible under
applicable  law. In case such person is successful,  on the merits or otherwise,
in  defending  part of such  action or, in the  judgment of such a court or such
quorum of the Board of Directors or in the opinion of such counsel,  has met the
applicable  standard of conduct specified in the preceding  sentence with resect
to part of such action,  he shall be indemnified  by the Registrant  against the
judgments, settlements,  payments, fines, penalties and other costs and expenses
attributable to such part of such action.

        Article NINTH of the Registrant's  Restated Certificate of Incorporation
further  provides  that the directors  may  authorize  the  advancement  of such
amounts  necessary to cover the  reasonable  costs and expenses  incurred by any
director,  officer or employee in connection with the action, suit,  proceeding,
investigation  or  claim  prior  to  final  disposition  thereof  to the  extent
permitted under Delaware law.

        The foregoing  rights of  indemnification  and  advancement  of expenses
shall be in  addition  to any  rights  to  which  any  such  director,  officer,
employee,  or agent may otherwise be entitle under the Restated  Certificate  of
Incorporation,  any agreement or vote of  stockholders or at law or in equity or
otherwise.

        No director  shall have any personal  liability to the Registrant or its
stockholders  for  any  monetary  damages  for  breach  of  fiduciary  duty as a
director,  except that Article NINTH of the Registrant's Restated Certificate of
Incorporation  shall not  eliminate or limit the  liability of each director (i)
for any  breach of such  director's  duty of loyalty  to the  Registrant  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware  General  Corporation  Law, or (iv) for any transaction  from which
such  director  derived an improper  personal  benefit.  Article NINTH shall not
eliminate  or limit  the  liability  of such  director  for any act or  omission
occurring prior to the date when Article NINTH becomes effective.

         Section 145 of the Delaware  General  Corporation  Law provides  that a
corporation has the power to indemnify a director, officer, employee or agent of
the  corporation  and  certain  other  persons  serving  at the  request  of the
corporation in related  capacities against amounts paid and expenses incurred in
connection  with an action or  proceeding  to which he is or is threatened to be
made by a party by reason of such  position,  if such person shall have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best  interests of the  corporation,  and, in any criminal  proceeding,  if such
person had no  reasonable  cause to believe his conduct was  unlawful;  provided
that, in the case of actions brought by or in the right of the  corporation,  no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation  unless and only to the
extent that the  adjudicating  court  determines  that such  indemnification  is
proper under the circumstances.

     The Registrant has obtained directors and officers liability  insurance for
the benefit of its directors and certain of its officers.


                                       -3-


<PAGE>

Item 7.   Exemption from Registration Claimed.

        Not applicable.

Item 8.    Exhibits.

               Exhibit Number          Description


                     4.1    Composite   Amended  and  Restated   Certificate  of
                            Incorporation  of the Company  dated August 3, 1995.
                            Incorporated  by  reference  to Exhibit  3.1 to Form
                            10-Q  for  the   quarter   ended   June  30,   1995.
                            Certificate  of Amendment  of Composite  Amended and
                            Restated   Certificate  of   Incorporation   of  the
                            Company. Incorporated by reference to Exhibit 3.1 to
                            Form 10-Q for the quarter ended June 30, 1997.

                     4.2    Amended   and   Restated   Bylaws   of   Registrant.
                            Incorporated   by   reference   to  Exhibit  3.2  to
                            Registration Statement No. 33-13833 of Registrant on
                            Form  S-2  under  the  Securities  Act of  1933  and
                            Amendment  No. 1 to Amended and  Restated  Bylaws of
                            Registrant  Incorporated by reference to Exhibit 3.2
                            to Form 10-K file  number  1-7416  for  fiscal  year
                            ended December 31, 1993.

                     5      Opinion  of Kramer  Levin  Naftalis  &  Frankel  LLP
                            regarding  legality of securities  being  registered
                            (including consent).

                     23.1   Consent of Ernst & Young LLP.

                     23.2   Consent  of Kramer  Levin  Naftalis  &  Frankel  LLP
                            (included in Exhibit 5 above).

                     24     Power of Attorney (included on signature page).

Item 9.    Undertakings.

          The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities  at the time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of  post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new


                                       -4-

<PAGE>



registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                       -5-


<PAGE>

                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Philadelphia,  State of Pennsylvania, on this 7th day
of May, 1999.

                               VISHAY INTERTECHNOLOGY, INC.

                               By:/s/ Felix Zandman
                                  -----------------
                                    Name:   Felix Zandman
                                    Title:  Chairman of the Board, Chief
                                                 Executive Officer and Director


                        POWER OF ATTORNEY AND SIGNATURES

          We, the undersigned officers and directors of Vishay  Intertechnology,
Inc., hereby severally constitute and appoint Felix Zandman and Richard N. Grubb
and each of them singly, our true and lawful attorneys,  with full power to them
and each of them singly, to sign for us in our names in the capacities indicated
below, all  pre-effective  and  post-effective  amendments to this  registration
statement and any other registration statement (and ant amendment thereto) filed
with the Securities and Exchange  Commission with respect to the Plans listed on
the face of this registration statement and generally do all things in our names
and on our behalf in such capacities to enable Vishay  Intertechnology,  Inc. to
comply with the  provisions  of the  Securities  Act of 1993, as amended and all
requirements of the Securities and Exchange Commission.

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement has been signed by the following  persons on May 7, 1999
in the capacities indicated.

             Signature              Title(s)
             ---------              --------

     /s/ Felix Zandman              Chairman of the Board,
     -----------------              Chief Executive Officer and Director
     Felix Zandman                  (Principal Executive Officer)

     /s/ Richard N. Grubb           Executive Vice President, Treasurer,
     --------------------           Chief Financial Officer and Director
     Richard N. Grubb               (Principal Financial and Accounting Officer)

     /s/ Avi D. Eden                Vice Chairman of the Board,
     ---------------                Executive Vice President, General Counsel
     Avi D. Eden                    and Director

     /s/ Robert A. Freece           Senior Vice President and Director
     --------------------
     Robert A. Freece

     /s/ Eliyahu Hurvitz            Director
     -------------------
     Eliyahu Hurvitz

     /s/ Abraham Inbar              Senior Vice President and Director
     -----------------
     Abraham Inbar


     /s/ Gerald Paul                President, Chief Operating Officer
     ---------------                and Director
     Gerald Paul

     /s/ Edward B. Shils            Director
     -------------------
     Edward B. Shils


<PAGE>

    /s/ Luella B. Slaner            Director
    --------------------
    Luella B. Slaner

    /s/ Mark I. Solomon             Director
    -------------------
    Mark I. Solomon

    /s/ Jean-Claude Tine            Director
    --------------------
    Jean-Claude Tine


<PAGE>

                                  EXHIBIT INDEX


      Exhibit Number                          Description

               4.1            Composite  Amended  and  Restated  Certificate  of
                              Incorporation of the Company dated August 3, 1995.
                              Incorporated  by  reference to Exhibit 3.1 to Form
                              10-Q  for  the  quarter   ended  June  30,   1995.
                              Certificate of Amendment of Composite  Amended and
                              Restated   Certificate  of  Incorporation  of  the
                              Company.  Incorporated by reference to Exhibit 3.1
                              to Form 10-Q for the quarter ended June 30, 1997.

               4.2            Amended  and   Restated   Bylaws  of   Registrant.
                              Incorporated   by  reference  to  Exhibit  3.2  to
                              Registration  Statement No. 33-13833 of Registrant
                              on Form S-2 under the  Securities  Act of 1933 and
                              Amendment No. 1 to Amended and Restated  Bylaws of
                              Registrant  Incorporated  by  reference to Exhibit
                              3.2 to Form 10-K file  number  1-7416  for  fiscal
                              year ended December 31, 1993.

               5              Opinion of Kramer Levin Naftalis & Frankel LLP.

               23.1           Consent of Ernst & Young LLP.

               23.2           Consent of Kramer  Levin  Naftalis  & Frankel  LLP
                              (included in Exhibit 5 above).

               24             Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 23140}]
{"company-data": {"conformed-name": "VISHAY INTERTECHNOLOGY INC", "cik": "0000103730", "assigned-sic": "3670", "irs-number": "381686453", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78045", "film-number": "99614133"}, "business-address": {"street1": "63 LINCOLN HWY", "city": "MALVERN", "state": "PA", "zip": "19355", "phone": "6106441300"}, "mail-address": {"street1": "63 LINCOLN HIGHWAY", "city": "MALVERN", "state": "PA", "zip": "19355"}}
As filed with the Securities and                           Registration No. 333-
Exchange Commission on May 7, 1999
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------
                          VISHAY INTERTECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)
        Delaware                                                 33-1686453
  (State or Other Jurisdiction of                            (I.R.S. Employer
   Incorporation or Organization)                         Identification Number)

                               63 Lincoln Highway
                              Malvern, Pennsylvania
                                   19355-2120
                    (Address of Principal Executive Offices)
                                 ---------------
                           1997 STOCK OPTION PROGRAM.
                       1998 EMPLOYEE STOCK OPTION PROGRAM
                            (Full Title of the Plans)
                                Richard N. Grubb
                             Chief Financial Officer
                          Vishay Intertechnology, Inc.
                               63 Lincoln Highway
                           Malvern, Pennsylvania 19355
                     (Name and Address of Agent for Service)

                                 (610) 644-1300
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                                   Copies to:
                              Mark B. Segall, Esq.
                       Kramer Levin Naftalis & Frankel LLP
                                919 Third Avenue
                            New York, New York 10022
                                 (212) 715-9100
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed                     Proposed                                    
                                                           Maximum                      Maximum                                     
Title of                                                   Offering                     Aggregate                    Amount of
Securities to                 Amount to be                 Price Per                    Offering                     Registration
be Registered                 Registered(1)                Share(2)                     Price                        Fee
------------------------------------------------------------------------------------------------------------------------------------
Common                        2,955,000                    $17.47                       $51,623,850                  $14,351.43
Stock (par                    shares
value $0.10
per share)
====================================================================================================================================
(1)     Plus such additional number of shares as may be required pursuant to the
        employee  benefit plans in the event of a stock split,  stock  dividend,
        recapitalization, reorganization, merger, consolidation or other similar
        event.
(2)     Estimated  solely for  purposes  of  calculating  the  registration  fee
        pursuant to Rule 457(c) of the Securities Act of 1933, as amended, based
        upon the average of the high and low sales  prices for the Common  Stock
        reported on the New York Stock Exchange on April 30, 1999.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The Registrant  hereby  incorporates  by reference in this  Registration
Statement the following documents:

        (a) The  Registrant's  latest annual report on Form 10-K, filed pursuant
to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended
(the  "Exchange  Act"),   containing   audited  financial   statements  for  the
Registrant's latest fiscal year;

        (b) The Registrant's  Registration Statement on Form 8-A, filed with the
Commission on December 23, 1983, which  incorporates a description of the Common
Stock,  including any amendment or report filed for the purpose of updating such
description; and

        (c) All other  reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (b) above.

        All documents  subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4.   Description of Securities.

        Not applicable.

Item 5.   Interest of Named Experts and Counsel.

        Not applicable.

Item 6.   Indemnification of Directors and Officers.

        Article NINTH of the Registrant's  Restated Certificate of Incorporation
(the "Restated  Certificate of  Incorporation")  provides that every person (and
the  heirs,  executors  and  administrators  of  such  person)  who  is or was a
director,  officer, employee or agent of the Registrant or of any other company,
including  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise  which  such  person  serves or served as such at the  request of the
Registrant  shall  be  indemnified  by the  Registrant  against  all  judgments,
payments in settlement (whether or not approved by court), fines,  penalties and
other  reasonable  costs  and  expenses  (including  fees and  disbursements  of
counsel) imposed upon or incurred by such person in connection with or resulting
from any action,  suit,  proceeding,  investigation or claim,  civil,  criminal,
administrative,  legislative or other  (including any criminal  action,  suit or
proceeding  in which such person  enters a plea of guilty or nolo  contendere or
its equivalent),  or any appeal relating thereto, which is brought or threatened
either by or in the right of the Registrant or such other company (herein called
a  "derivative  action")  or by any  other  person,  governmental  authority  or
instrumentality  (herein called a "third-party action") and in which such person
is made a party or is  otherwise  involved by reason of his being or having been
such  director,  officer,  employee,  or agent or by  reason  of any  action  or
omission,  or alleged  action or omission by such person in his capacity as such
director,  officer  employee  or  agent if  either  (a) such  person  is  wholly
successful,  on the  merits  or  otherwise,  in  defending  such  derivative  or
third-party  action or (b) in the judgment of a court of competent  jurisdiction
or, in the absence of such a  determination,  in the judgment of a majority of a
quorum of the Board of  Directors  of the  Registrant  (which  quorum  shall not
include any director who is a party to 

                                       -2-
or is  otherwise  involved  in  such  action)  or,  in  the  absence  of  such a
disinterested  quorum,  in the opinion of  independent  legal counsel (i) in the
case  of a  derivative  action,  such  person  acted  in good  faith  in what he
reasonably  believed  to be the  best  interest  of the  Registrant  and was not
adjudged liable to the Registrant or such other company or (ii) in the case of a
third-party  action,  such  person  acted in good  faith  in what he  reasonably
believed to be the best interest of the Registrant or such other company, and in
addition in any criminal  action,  had no  reasonable  cause to believe that his
action was unlawful;  provided  that, in the case of a derivative  action,  such
indemnification shall not be made in respect of any payment to the Registrant or
such other company or any stockholder  thereof in satisfaction of judgment or in
settlement unless either (x) a court of competent jurisdiction has approved such
settlement, if any, and the reimbursement of such payment or (y) if the court in
which such action has been instituted lacks  jurisdiction to grant such approval
or such action is settled before the institution of judicial proceedings, in the
opinion  of  independent  legal  counsel  the  applicable  standard  of  conduct
specified  in the  preceding  sentence  has been met,  such  action was  without
substantial  merit, such settlement was in the best interests of the corporation
or such other company and the reimbursement of such payment is permissible under
applicable  law. In case such person is successful,  on the merits or otherwise,
in  defending  part of such  action or, in the  judgment of such a court or such
quorum of the Board of Directors or in the opinion of such counsel,  has met the
applicable  standard of conduct specified in the preceding  sentence with resect
to part of such action,  he shall be indemnified  by the Registrant  against the
judgments, settlements,  payments, fines, penalties and other costs and expenses
attributable to such part of such action.

        Article NINTH of the Registrant's  Restated Certificate of Incorporation
further  provides  that the directors  may  authorize  the  advancement  of such
amounts  necessary to cover the  reasonable  costs and expenses  incurred by any
director,  officer or employee in connection with the action, suit,  proceeding,
investigation  or  claim  prior  to  final  disposition  thereof  to the  extent
permitted under Delaware law.

        The foregoing  rights of  indemnification  and  advancement  of expenses
shall be in  addition  to any  rights  to  which  any  such  director,  officer,
employee,  or agent may otherwise be entitle under the Restated  Certificate  of
Incorporation,  any agreement or vote of  stockholders or at law or in equity or
otherwise.

        No director  shall have any personal  liability to the Registrant or its
stockholders  for  any  monetary  damages  for  breach  of  fiduciary  duty as a
director,  except that Article NINTH of the Registrant's Restated Certificate of
Incorporation  shall not  eliminate or limit the  liability of each director (i)
for any  breach of such  director's  duty of loyalty  to the  Registrant  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware  General  Corporation  Law, or (iv) for any transaction  from which
such  director  derived an improper  personal  benefit.  Article NINTH shall not
eliminate  or limit  the  liability  of such  director  for any act or  omission
occurring prior to the date when Article NINTH becomes effective.

         Section 145 of the Delaware  General  Corporation  Law provides  that a
corporation has the power to indemnify a director, officer, employee or agent of
the  corporation  and  certain  other  persons  serving  at the  request  of the
corporation in related  capacities against amounts paid and expenses incurred in
connection  with an action or  proceeding  to which he is or is threatened to be
made by a party by reason of such  position,  if such person shall have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best  interests of the  corporation,  and, in any criminal  proceeding,  if such
person had no  reasonable  cause to believe his conduct was  unlawful;  provided
that, in the case of actions brought by or in the right of the  corporation,  no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation  unless and only to the
extent that the  adjudicating  court  determines  that such  indemnification  is
proper under the circumstances.

     The Registrant has obtained directors and officers liability  insurance for
the benefit of its directors and certain of its officers.

                                       -3-
Item 7.   Exemption from Registration Claimed.

        Not applicable.

Item 8.    Exhibits.

               Exhibit Number          Description

                     4.1    Composite   Amended  and  Restated   Certificate  of
                            Incorporation  of the Company  dated August 3, 1995.
                            Incorporated  by  reference  to Exhibit  3.1 to Form
                            10-Q  for  the   quarter   ended   June  30,   1995.
                            Certificate  of Amendment  of Composite  Amended and
                            Restated   Certificate  of   Incorporation   of  the
                            Company. Incorporated by reference to Exhibit 3.1 to
                            Form 10-Q for the quarter ended June 30, 1997.

                     4.2    Amended   and   Restated   Bylaws   of   Registrant.
                            Incorporated   by   reference   to  Exhibit  3.2  to
                            Registration Statement No. 33-13833 of Registrant on
                            Form  S-2  under  the  Securities  Act of  1933  and
                            Amendment  No. 1 to Amended and  Restated  Bylaws of
                            Registrant  Incorporated by reference to Exhibit 3.2
                            to Form 10-K file  number  1-7416  for  fiscal  year
                            ended December 31, 1993.

                     5      Opinion  of Kramer  Levin  Naftalis  &  Frankel  LLP
                            regarding  legality of securities  being  registered
                            (including consent).

                     23.1   Consent of Ernst & Young LLP.

                     23.2   Consent  of Kramer  Levin  Naftalis  &  Frankel  LLP
                            (included in Exhibit 5 above).

                     24     Power of Attorney (included on signature page).

Item 9.    Undertakings.

          The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities  at the time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of  post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new

                                       -4-
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                       -5-
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Philadelphia,  State of Pennsylvania, on this 7th day
of May, 1999.

                               VISHAY INTERTECHNOLOGY, INC.

                               By:/s/ Felix Zandman
                                  -----------------
                                    Name:   Felix Zandman
                                    Title:  Chairman of the Board, Chief
                                                 Executive Officer and Director

                        POWER OF ATTORNEY AND SIGNATURES

          We, the undersigned officers and directors of Vishay  Intertechnology,
Inc., hereby severally constitute and appoint Felix Zandman and Richard N. Grubb
and each of them singly, our true and lawful attorneys,  with full power to them
and each of them singly, to sign for us in our names in the capacities indicated
below, all  pre-effective  and  post-effective  amendments to this  registration
statement and any other registration statement (and ant amendment thereto) filed
with the Securities and Exchange  Commission with respect to the Plans listed on
the face of this registration statement and generally do all things in our names
and on our behalf in such capacities to enable Vishay  Intertechnology,  Inc. to
comply with the  provisions  of the  Securities  Act of 1993, as amended and all
requirements of the Securities and Exchange Commission.

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement has been signed by the following  persons on May 7, 1999
in the capacities indicated.

             Signature              Title(s)
             ---------              --------

     /s/ Felix Zandman              Chairman of the Board,
     -----------------              Chief Executive Officer and Director
     Felix Zandman                  (Principal Executive Officer)

     /s/ Richard N. Grubb           Executive Vice President, Treasurer,
     --------------------           Chief Financial Officer and Director
     Richard N. Grubb               (Principal Financial and Accounting Officer)

     /s/ Avi D. Eden                Vice Chairman of the Board,
     ---------------                Executive Vice President, General Counsel
     Avi D. Eden                    and Director

     /s/ Robert A. Freece           Senior Vice President and Director
     --------------------
     Robert A. Freece

     /s/ Eliyahu Hurvitz            Director
     -------------------
     Eliyahu Hurvitz

     /s/ Abraham Inbar              Senior Vice President and Director
     -----------------
     Abraham Inbar

     /s/ Gerald Paul                President, Chief Operating Officer
     ---------------                and Director
     Gerald Paul

     /s/ Edward B. Shils            Director
     -------------------
     Edward B. Shils
/s/ Luella B. Slaner            Director
    --------------------
    Luella B. Slaner

    /s/ Mark I. Solomon             Director
    -------------------
    Mark I. Solomon

    /s/ Jean-Claude Tine            Director
    --------------------
    Jean-Claude Tine
EXHIBIT INDEX

      Exhibit Number                          Description

               4.1            Composite  Amended  and  Restated  Certificate  of
                              Incorporation of the Company dated August 3, 1995.
                              Incorporated  by  reference to Exhibit 3.1 to Form
                              10-Q  for  the  quarter   ended  June  30,   1995.
                              Certificate of Amendment of Composite  Amended and
                              Restated   Certificate  of  Incorporation  of  the
                              Company.  Incorporated by reference to Exhibit 3.1
                              to Form 10-Q for the quarter ended June 30, 1997.

               4.2            Amended  and   Restated   Bylaws  of   Registrant.
                              Incorporated   by  reference  to  Exhibit  3.2  to
                              Registration  Statement No. 33-13833 of Registrant
                              on Form S-2 under the  Securities  Act of 1933 and
                              Amendment No. 1 to Amended and Restated  Bylaws of
                              Registrant  Incorporated  by  reference to Exhibit
                              3.2 to Form 10-K file  number  1-7416  for  fiscal
                              year ended December 31, 1993.

               5              Opinion of Kramer Levin Naftalis & Frankel LLP.

               23.1           Consent of Ernst & Young LLP.

               23.2           Consent of Kramer  Levin  Naftalis  & Frankel  LLP
                              (included in Exhibit 5 above).

               24             Power of Attorney (included on signature page).