INTERNATIONAL RECTIFIER CORP /DE/
8-K, 1999-02-22
SEMICONDUCTORS & RELATED DEVICES
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                        SECURITIES AND EXCHANGE COMMISSION 
                                          
                               WASHINGTON, D.C. 20549
                                          
                                      --------
                                          
                                      FORM 8-K
                                          
                                   CURRENT REPORT
                                          
                       PURSUANT TO SECTION 13 OR 15(d) OF THE
                                          
                          SECURITIES EXCHANGE ACT OF 1934



        Date of Report (Date of earliest event reported) FEBRUARY 18, 1999
                                          
                                          
                        INTERNATIONAL RECTIFIER CORPORATION 
                ---------------------------------------------------
                 (Exact name of registrant as specified in charter)
                                          


     DELAWARE                   1-7935                 95-1528961  
     ----------------------------------------------------------------
     (State or other            (Commission            (IRS employer
     jurisdiction of            file number)           identification
     incorporation)                                    number)  
   
                                          
                  233 KANSAS STREET, EL SEGUNDO, CALIFORNIA 90245
                  -----------------------------------------------
                      (Address of principal executive offices)
                                          
                                          
                                   (310) 726-8000
                ----------------------------------------------------
                (Registrant's telephone number, including area code)
                                          
                                          
                                     NO CHANGE
            ------------------------------------------------------------
           (Former name or former address, if changed since last report)
                                          
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ITEM 5.        OTHER EVENTS

               On February 18, 1999, International Rectifier Corporation 
               issued a press release, a copy of which is attached as
                Exhibit 99.1.

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<CAPTION>

               EXHIBIT INDEX
Exhibit No.    Name of Item                  
- -----------    ------------
<S>            <C>
99.1           Press Release dated February 18, 1999

</TABLE>





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                                     SIGNATURES
                                          
          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                         INTERNATIONAL RECTIFIER CORPORATION



Date: February 18, 1999          By:      /s/ Michael P. McGee
                                          -------------------------------------
                                   Name:  MICHAEL P. MCGEE
                                   Title: Executive Vice President, 
                                          Chief Financial Officer and Principal
                                          Accounting Officer








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Exhibit 99.1


                        INTERNATIONAL RECTIFIER ANTICIPATES 
                 $190 MILLION OFFERING OF SENIOR SUBORDINATED NOTES
                                          

     EL SEGUNDO, CA. -- 18 February 1999 -- International Rectifier 
Corporation (IRF/NYSE) today announced that it anticipates offering $190 
million in aggregate principal amount of Senior Subordinated Notes due 2006 
in a private placement puruant to Rule 144A under the Securities Act of 1933. 

     The net proceeds from the offering, after payment of selling commissions 
and discounts and other expenses of the offering, are expected to be used to 
pay down existing debt and for general corporate purposes.

     The Senior Subordinated Notes anticipated to be offered and sold will 
not be registered under the Securities Act of 1933, as amended, and, absent 
such registration or an applicable exemption from such registration 
requirements, may not be offered or sold in the United States.

     This announcement shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of Senior Subordinated Notes in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under applicable securities laws, or
absent the availability of an exemption from such registration or qualification
requirements.

     International Rectifier is a major worldwide supplier of power 
semiconductors, which convert electrical energy to operate power supplies, 
motor drives and lighting ballasts. Its patented HEXFET-Registered Trademark- 
power MOSFETs and IGBTs make IR the world leader in field effect transistors.

     The Company's technological advances improve the performance and energy 
efficiency of electronic and electrical equipment in automotive, consumer, 
computer/peripheral, industrial, lighting, telecom and government/space 
applications.

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                   Company contact: Shelley Wagers, 310.726.8512.
                                          
                                       *****




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