SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

INTERNATIONAL RECTIFIER CORPORATION

(Name of Subject Company)

INTERNATIONAL RECTIFIER CORPORATION

(Name of Person Filing Statement)

Common Stock, Par Value $1.00 Per Share

(Title of Class of Securities)

460254-10-5

(CUSIP Number of Class of Securities)

Timothy Bixler, Esq.

Vice President, General Counsel and Secretary

233 Kansas Street

El Segundo, CA 90245

310-726-8000

(Name, address and telephone number of person authorized to

receive notices and communications on behalf of the person filing statement)

WITH COPIES TO:

Arthur Fleischer, Esq.

Peter S. Golden, Esq.

Philip Richter, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza
New York, NY  10004
(212) 859-8000

o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

The purpose of this Amendment No. 5 is to amend, supplement or restate, as applicable, the information set forth in Item 9 of the Solicitation/Recommendation Statement on Schedule 14D-9 filed by International Rectifier Corporation, a Delaware corporation (the “Company”) on September 29, 2008, as amended by Amendment No. 1 and Amendment No. 2 thereto on September 30, 2008, Amendment No. 3 thereto on October 2, 2008 and Amendment No. 4 thereto on October 3, 2008.

Item 9.                Exhibits.

Item 9 is hereby amended to add the following new exhibit:

Exhibit No.	Description
(a)(11)	Press release of the Company, dated October 6, 2008, titled International Rectifier Announces Strong Support Voiced against Vishay’s Opportunistic and Inadequate Offer - Three of the Four Independent Proxy Voting Advisory Firms Recommend that IRF Shareholders Vote for the Board’s Independent Director Nominees and against All of the Vishay By-Law Proposals

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	INTERNATIONAL RECTIFIER CORPORATION
	By:	/s/ Timothy Bixler
		Timothy Bixler
		Vice President, General Counsel and Secretary
Dated: October 6, 2008