SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-Q/A


[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended December 31, 1997 or

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the transition period from ______________________ to _________________

      Commission file number               0-20506
                                           -------


                         BKC SEMICONDUCTORS INCORPORATED
                         -------------------------------
             (Exact name of registrant as specified in its charter)



         MASSACHUSETTS                                     04-2883532
         -------------                                     ----------
    (State or other jurisdiction of                      (IRS Employer
    incorporation or organization)                      Identification No.)

    6 LAKE STREET, LAWRENCE, MASSACHUSETTS                   01841
    --------------------------------------                   -----
    (Address of principal executive offices)               (Zip Code)


                                 (978) 681-0392
                                 --------------
              (Registrant's telephone number, including area code)



--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for,  such shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes__X__ No_____

There were 1,276,411 shares of common stock outstanding at February 9, 1998.



<PAGE>

<TABLE>
<CAPTION>

                         BKC SEMICONDUCTORS INCORPORATED
                                  BALANCE SHEET

                                                          December 31, 1997      September 30, 1997
                                                             (Unaudited)

               ASSETS
 CURRENT ASSETS:
<S>                                                       <C>             <C>        
       Cash and cash equivalents                                  28,276    $     3,593
       Accounts Receivable, Net                                1,830,307      1,811,349
       Inventories                                             3,371,738      3,249,197
       Deferred Income Taxes                                     149,469        274,900
       Other Current Assets                                       96,934         78,098
                                                             -----------    -----------
                        Total current assets                   5,476,724      5,417,137

  PROPERTY AND EQUIPMENT - NET                                 1,474,790      1,455,668

  OTHER ASSETS                                                    28,752         31,410
                                                             -----------    -----------
                        TOTAL                                  6,980,266    $ 6,904,215
                                                             -----------    -----------

        LIABILITIES AND STOCKHOLDERS' EQUITY

  CURRENT LIABILITIES:

       Notes payable                                         $ 1,550,106    $ 1,683,272
       Accounts payable                                          652,800        566,061
       Accrued liabilities                                       340,198        301,626
       Current maturities of long-term debt                      385,064        383,986
                                                             -----------    -----------

                        Total current liabilities              2,928,168      2,934,945
                                                             -----------    -----------

  LONG-TERM DEBT - Net of current maturities                     462,873        588,184
                                                             -----------    -----------

  DEFERRED INCOME TAXES                                           54,300         54,300
                                                             -----------    -----------

  STOCKHOLDERS' EQUITY:
Convertible  preferred  stock series A - 6% cumulative,
      authorized, 5,000 shares of no par value; 
      issued 2,940 shares                                        242,078        242,078
Common Stock-authorized, 2,000,000 shares of no par value;
      issued 1,295,311 shares                                  3,916,721      3,916,721

Retained earnings (Deficit)                                     (268,255)      (456,394)
                                                             -----------    -----------
                 Total                                         3,890,544      3,702,405


Less cost of shares held in treasury:

      Convertible preferred stock, 2,940 shares                  235,200        235,200
      Common stock, 18,900 shares                                120,419        120,419
                                                             -----------    -----------
      Stockholders' equity-net                                 3,534,925      3,346,786
                                                             -----------    -----------

                 TOTAL                                         6,980,266    $ 6,904,215
                                                             ===========    ===========
</TABLE>

See notes to financial statements.




                                       2
<PAGE>

<TABLE>
<CAPTION>

                         BKC SEMICONDUCTORS INCORPORATED
                      UNAUDITED STATEMENT OF INCOME (LOSS)
              FOR THE THREE MONTHS ENDED DECEMBER 31, 1997 AND 1996


                                                            Dec. 31,        Dec. 31,
                                                              1997           1996
                                                              ----           ----


<S>                                                        <C>            <C>        
REVENUE                                                    $ 3,098,185    $ 2,367,542


COST OF REVENUE                                              2,169,291      1,935,538
                                                           -----------    -----------

GROSS PROFIT                                                   928,894        432,004
                                                           -----------    -----------

OPERATING EXPENSES:
     Selling                                                   294,116        261,639
     General and administrative                                247,917        189,635
     Research and development                                    7,024         43,947
                                                           -----------    -----------

         Total Operating Expenses                              549,057        495,221
                                                           -----------    -----------

INCOME (LOSS) FROM OPERATIONS                                  379,837        (63,217)


INTEREST EXPENSE                                                66,267         58,016
                                                           -----------    -----------

INCOME (LOSS) BEFORE PROVISION (CREDIT) FOR INCOME TAXES
                                                               313,570       (121,233)


PROVISION (CREDIT) FOR INCOME TAXES                            125,431        (48,149)
                                                           -----------    -----------

NET INCOME (LOSS)                                          $   188,139    ($   73,084)
                                                           ===========    =========== 

NET INCOME (LOSS) PER SHARE

     BASIC                                                 $      0.15    ($     0.06)
                                                           ===========    =========== 
     DILUTED                                               $      0.13    ($     0.06)
                                                           ===========    =========== 

WEIGHTED AVERAGE SHARES OUTSTANDING

     BASIC                                                   1,276,411      1,276,411
                                                           ===========    =========== 
     DILUTED                                                 1,405,166      1,276,411
                                                           ===========    =========== 


</TABLE>






See notes to financial statements.




                                       3


<PAGE>

<TABLE>
<CAPTION>

                         BKC SEMICONDUCTORS INCORPORATED
                        UNAUDITED STATEMENT OF CASH FLOWS
              FOR THE THREE MONTHS ENDED DECEMBER 31, 1997 AND 1996

                                                           Dec. 31,        Dec. 31,
                                                             1997           1996
                                                             ----           ----

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                        <C>          <C>       
     Net Income (Loss)                                     $ 188,139    $ (73,084)
     Depreciation                                            121,760      127,420
     Deferred income taxes                                   125,431      (48,149)
     Changes in current assets/liabilities:
         Accounts receivable                                 (18,958)    (180,372)
         Inventories                                        (122,541)      37,007
         Other assets                                        (16,178)     (35,160)
         Accounts payable                                     86,739     (226,041)
         Accrued liabilities                                  38,572      249,020

                                                           ---------    ---------
     Net cash provided by/(used in) investing activities     402,964     (149,359)
                                                           ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Additions to property and equipment                    (140,882)     (72,288)
                                                           ---------    ---------

     Net cash provided by/(used in) investing activities    (140,882)     (72,288)
                                                           ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net borrowings (payments) under line-of-credit         (133,166)      49,153
     Proceeds from issuance of long-term debt                   --        235,442
     Principal payments on long-term debt                   (104,233)     (60,225)
                                                           ---------    ---------

     Net cash provided by/(used in) investing activities    (237,399)     224,370
                                                           ---------    ---------

Net increase in cash and cash equivalents                     24,683        2,723

Cash and cash equivalents at beginning of period               3,593        5,921
                                                           ---------    ---------

Cash and cash equivalents at end of period                 $  28,276    $   8,644
                                                           =========    =========




</TABLE>


                                       4


See notes to financial statements.



<PAGE>


                        BKC SEMICONDUCTORS INCORPORATED

                    NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

                                DECEMBER 31, 1997

NOTE A - BASIS OF PRESENTATION
------------------------------

                  The  accompanying  unaudited  financial  statements  have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  accruals)  considered  necessary for a fair presentation of
the financial  position and results of operations have been included.  Operating
results for interim periods are not  necessarily  indicative of the results that
may be  expected  for the  full  year.  For  further  information,  refer to the
consolidated financial statement and footnotes thereto included in the Company's
annual report on Form 10-K.

NOTE B - INVENTORIES
--------------------

                  Inventories consisted of the following:

                                Dec. 31,             Sept. 30,
                                 1997                 1997
                                 ----                 ----

Raw Material                 $   711,454             $  681,157
Work in Process                1,679,424              1,756,847
Finished Goods                   980,860                811,193
                             ------------            -----------
                             $ 3,371,738             $3,249,197
                             ============            ===========

NOTE C - FORWARD-LOOKING STATEMENT
----------------------------------

                  Except for historical information contained herein the matters
set forth are forward-looking statements as defined under the Federal Securities
Laws.  Actual results could differ  materially  from the  information  set forth
herein and there is no assurance  than any  anticipated  future  results will be
achieved.   Risks  include   uncertainties   with  regard  to  product   demand,
manufacturing,  and the  effectiveness  of the  Company's  plans to realize  and
expand  revenues.  The Company  undertakes no obligation to publicly release the
result of any revisions to forward-looking statements.

NOTE D - SUBSEQUENT EVENT
-------------------------

                  On January 21, 1998, the Company entered into an Agreement and
Plan of Merger (the  "Merger  Agreement")  by and among the  Company,  Microsemi
Corporation  ("Microsemi"),  and  Micro  BKC  Acquisition  Corporation  ("Merger
Subsidiary"),  a  wholly-owned  subsidiary of Microsemi.  Pursuant to the Merger
Agreement,  Merger Subsidiary will be merged with and into the Company, with the
Company the surviving  corporation  and a wholly-owned  subsidiary of Microsemi.
Shareholders  of the  Company  will  receive  $9.17 in cash per share of Company
Stock. The merger is subject to certain conditions precedent and the approval of
the Company's stockholders.  A stockholder meeting to consider and vote upon the
Merger will be held at the end of March or the beginning of April, 1998.


                                       5

<PAGE>

NOTE E - EARNINGS (LOSS) PER SHARE
----------------------------------

                  Basic  net  income  (loss)  per  share  has been  computed  in
accordance with Statement of Financial  Accounting  Standards 128,  Earnings Per
Share,   (SFAS  128)  using  the  weighted   average  number  of  common  shares
outstanding.  The  provisions  and  disclosure  requirements  of SFAS  128  were
required to be adopted for interim and annual  periods ending after December 15,
1997, with restatement of EPS for prior periods.

                  Diluted  net  income  (loss)  per  share  gives  effect to all
dilutive  potential common shares that were outstanding  during the period.  The
Company had a net loss during the quarter  ended  December 31, 1996;  therefore,
none of the options  outstanding at period end were included in the net loss per
share  calculation  for the quarter  ended  December 31,  1996,  since they were
anti-dilutive.  Shares reserved for outstanding warrants have also been excluded
from the net  income  (loss)  per  share  calculation  because  their  effect is
anti-dilutive.







                                       6

<PAGE>


                  Pursuant  to the  requirements  of  Section 13 or 15(d) 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.

                                BKC Semiconductors Incorporated



Date:  March 23, 1998           /s/ James R. Shiring
                                ------------------------------------------------
                                By:  James R. Shiring, President and Chief 
                                Executive Officer, Director




Date:  March 23, 1998           /s/ Bryan A. Schmidt
                                ------------------------------------------------
                                Bryan A. Schmidt, Controller, Treasurer and 
                                Chief Financial Officer











                                       7