Exhibit 99.2


              Exhibit 8.4 to the Registration Statement on Form S-4
                          (Registration No. 333-69004)

                              [Form of Tax Opinion]

              [FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LETTERHEAD]



[Month] [Day], 2001

General Semiconductor, Inc.
10 Melville Park Road
Melville, New York 11747-3113


      Re:   U.S. Federal Income Tax Opinion


Ladies and Gentlemen:

      We have acted as special counsel to General Semiconductor, Inc.
("Company"), a Delaware corporation, in connection with the proposed merger (the
"Merger") of Vishay Acquisition Corp. ("Merger Sub"), a Delaware corporation and
a wholly-owned subsidiary of Vishay Intertechnology, Inc. ("Parent"), a Delaware
corporation, with and into Company, with Company surviving the Merger. The
Merger will be consummated pursuant to the Agreement and Plan of Merger, dated
as of July 31, 2001, by and among Parent, Merger Sub, and Company (the "Merger
Agreement"). For purposes of this opinion, capitalized terms used and not
otherwise defined herein shall have the meanings ascribed thereto in the Merger
Agreement.

      Pursuant to Section 6.03(e) of the Merger Agreement, you have requested
that we render the opinion set forth below. In reaching the opinion expressed
below, we have reviewed and relied on (i) the Merger Agreement, (ii) the
Registration Statement of Parent on Form S-4 filed in connection with the Merger
(the "Registration Statement"), (iii) the Joint Proxy Statement/Prospectus of
Parent and Company, dated [month] [day], 2001, with respect to the Merger (the
"Joint Proxy Statement/Prospectus"), (iv) representations made by Parent, Merger
Sub, and Company contained, respectively, in the certificates of the officers of
Parent, Merger Sub, and Company dated the date hereof (the "Officer's
Certificates"), and (v) such other documents, information and materials as we
have deemed necessary or appropriate. In reviewing these documents, we have
assumed the authenticity of original documents, the accuracy of copies, the
genuineness of signatures, and the legal capacity of signatories.




      In addition, we have assumed that (i) all parties to the Merger Agreement
and to any other documents reviewed by us, have acted, and will act, in
accordance with the terms of the Merger Agreement and such other documents, and
(ii) the Merger will be consummated at the Effective Time pursuant to the terms
and conditions set forth in the Merger Agreement without the waiver or
modification of any such terms and conditions. Furthermore, we have assumed,
without independent investigation or verification, that (i) all representations
contained in the Merger Agreement, as well as those representations contained in
the Officer's Certificates are true, accurate and complete in all respects at
the Effective Time; and (ii) any representations in the Officer's Certificates
"to the best knowledge of" or similarly qualified are true, accurate and
complete in all respects at the Effective Time without such qualification.

      The opinion expressed herein is based upon current provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), currently applicable
Treasury regulations, and existing judicial decisions and administrative
pronouncements, all of which are subject to change at any time, possibly with
retroactive effect. We assume no obligation to modify or supplement this opinion
if, after the date hereof, any such provisions, Treasury regulations, decisions
or pronouncements change or we become aware of any facts that might change our
opinion or for any other reason. If there is any change in the applicable law or
regulations, or if there is any new administrative or judicial interpretation of
the applicable law or regulations, any or all of the federal income tax
consequences described herein may become inapplicable.

      This letter addresses only the specific United States federal income tax
consequences of the Merger and does not address any other federal, state, local,
or foreign income, estate, gift, transfer, sales, use or other tax consequences
that may result from the Merger.

      Based upon and subject to the foregoing and to the qualifications and
limitations set forth herein, and in reliance upon the representations and
assumptions described above, we are of the opinion that the Merger will qualify
as a reorganization within the meaning of Section 368(a) of the Code.

      The foregoing opinion reflects our legal judgment solely on the issue
expressly presented and discussed herein. Our opinion is limited to legal rather
than factual matters. This opinion has no official status or binding effect of
any kind. Accordingly, we cannot assure you that the Internal Revenue Service or
a court having jurisdiction over the issue will agree with this opinion.
Moreover, if the Merger is effected on a factual basis different from that
contemplated in the Merger Agreement, the Joint Proxy Statement/Prospectus, or
the representations contained in the Officer's Certificates, the opinion
expressed herein may be inapplicable.

      The opinion expressed herein is solely for the benefit of Company and the
holders of outstanding common stock of the Company at the time of the Merger,
and may not be relied on in any manner or for any purpose by any other person or
entity or otherwise referred to in any document without our prior express
written consent. We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving this consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended.


      Very truly yours,




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      FRIED, FRANK, HARRIS, SHRIVER & JACOBSON