UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 1998

                                       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 1-5442

                           General Semiconductor, Inc.
                           ---------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                13-3575653
              --------                                ----------
    (State or other jurisdiction of                (I.R.S. Employer 
     incorporation or organization)                 Identification No.)

                 10 Melville Park Road, Melville, New York 11747
                 -----------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (516) 847-3000
                                 --------------
              (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
    ---      ---
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

            Class                            Outstanding at July 31, 1998
            -----                            -----------------------------
Common Stock, par value $0.01                          36,819,898


<PAGE>
                  GENERAL SEMICONDUCTOR, INC. AND SUBSIDIARIES

                               INDEX TO FORM 10-Q




                                                                     PAGES
                                                                     -----
PART  I.          FINANCIAL INFORMATION
                  ---------------------  

Financial Statements


        Condensed Consolidated Balance Sheets at
        June 30, 1998 (unaudited) and December 31, 1997                2

        Consolidated Statements of Operations for the Three and
        Six Months ended June 30, 1998 and 1997 (unaudited)            3

        Consolidated Statements of Cash Flows for the
        Six Months ended June 30, 1998 and 1997 (unaudited)            4

        Notes to Consolidated Financial Statements (unaudited)        5-10

        Management's Discussion and Analysis of
        Financial Condition and Results of Operations                 11-13


PART II.          OTHER INFORMATION
                  -----------------

        Legal Proceedings                                              14

        Submission of Matters to a Vote of Stockholders                14

        Exhibits                                                       14


SIGNATURE                                                              15


<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

                           GENERAL SEMICONDUCTOR, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                     (In Thousands, Except Stock Par Value)


                                     ASSETS
<TABLE>
<CAPTION>
                                                                              (Unaudited)
                                                                                June 30,     December 31,
                                                                                  1998          1997 (1)
                                                                              -----------   -----------
Current Assets:
<S>                                                                            <C>          <C>
Cash .......................................................................   $   6,378    $   5,192
Accounts receivable, less reserves of $916
     and $825, respectively ................................................      53,498       54,077
Inventories ................................................................      37,872       34,309
Prepaid expenses and other current assets ..................................      12,303        9,890
Deferred income taxes ......................................................      10,720       14,263
                                                                               ---------    ---------
     Total current assets ..................................................     120,771      117,731

Property, plant and equipment - net ........................................     218,709      218,752
Excess of cost over fair value of net assets acquired, less accumulated
    amortization of $41,357 and $38,784, respectively ......................     165,322      167,895
Deferred income taxes, net of valuation allowance ..........................      29,172       26,509
Intangibles and other assets, less accumulated amortization of $10,163 and
    $9,228, respectively ...................................................      19,153       19,418
                                                                               ---------    ---------
TOTAL ASSETS ...............................................................   $ 553,127    $ 550,305
                                                                               =========    =========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable ...........................................................   $  26,946    $  38,332
Accrued expenses ...........................................................      34,884       58,352
Current portion of long-term debt ..........................................        --          4,310
                                                                               ---------    ---------
     Total current liabilities .............................................      61,830      100,994

Long-term debt .............................................................     292,000      263,764
Deferred income taxes ......................................................      20,172       21,710
Other non-current liabilities ..............................................      76,002       77,476
                                                                               ---------    ---------
     Total liabilities .....................................................     450,004      463,944
                                                                               ---------    ---------
Commitments and contingencies

Stockholders' Equity:
Preferred Stock, $0.01 par value; 20,000 shares authorized; no shares issued        --           --
Common Stock, $0.01 par value; 400,000 shares authorized; 36,924
     and 36,887 shares issued, respectively ................................         369          369
Retained earnings ..........................................................     109,619       93,308
Other stockholders' equity .................................................      (6,865)      (7,316)
                                                                               ---------    ---------
                                                                                 103,123       86,361
                                                                               ---------    ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .................................   $ 553,127    $ 550,305
                                                                               =========    =========

</TABLE>

(1) The consolidated balance sheet as of December 31, 1997 has been derived
from the audited financial statements at that date and condensed.

                 See notes to consolidated financial statements.


                                       2
<PAGE>

                           GENERAL SEMICONDUCTOR, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                (Unaudited - In Thousands, Except Per Share Data)

<TABLE>
<CAPTION>

                                                              Three Months Ended       Six Months Ended
                                                                   June 30,                June 30,
                                                         ----------------------    ----------------------
                                                            1998         1997         1998         1997  
                                                         ---------    ---------    ---------    ---------

<S>                                                      <C>          <C>          <C>          <C>
NET SALES ............................................   $  98,762    $  95,511    $ 205,159    $ 180,880
                                                         ---------    ---------    ---------    ---------
OPERATING COSTS AND EXPENSES:
    Cost of sales ....................................      70,115       88,596      141,223      154,539
    Selling, general and administrative ..............      10,286       11,410       23,250       22,577
    Research and development .........................       1,463        1,818        2,963        3,250
    Amortization of excess of cost over fair value
       of net assets acquired ........................       1,286        1,286        2,572        2,571
                                                         ---------    ---------    ---------    ---------
         Total operating costs and expenses ..........      83,150      103,110      170,008      182,937
                                                         ---------    ---------    ---------    ---------
                                   
OPERATING INCOME (LOSS) ..............................      15,612       (7,599)      35,151       (2,057)
Other income (expense)-net ...........................         (12)         (40)         (81)          11
Interest expense-net .................................      (5,067)      (2,277)      (9,974)      (5,340)
                                                         ----------   ----------   ----------    ---------

INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES .......................      10,533       (9,916)      25,096       (7,386)

Provision for income taxes ...........................      (3,687)         500       (8,785)      (1,323)
                                                         ----------   ----------   ----------    ---------
INCOME (LOSS) FROM CONTINUING OPERATIONS .............       6,846       (9,416)      16,311       (8,709)

DISCONTINUED OPERATIONS
Income from discontinued operations, net of income tax
expense of $11,443 and $23,331 in 1997  ..............        --          1,234         --         18,210
                                                         ----------   ----------   ----------   ---------
NET INCOME (LOSS) ....................................   $   6,846    $  (8,182)   $  16,311    $   9,501
                                                         ==========   ==========   ==========   =========
Weighted Average Shares Outstanding:
 Basic ...............................................      36,813       34,267       36,802       34,248
 Diluted .............................................      36,965       34,267       36,934       34,248

Basic earnings (loss) per share:
 Continuing operations ...............................   $    0.19    $   (0.27)   $    0.44    $   (0.25)
 Discontinued operations .............................                     0.03                      0.53
                                                         -----------  ----------   ----------   ---------
 Net income (loss) ...................................   $    0.19    $   (0.24)   $    0.44    $    0.28
                                                         ===========  ==========   ==========   =========
Diluted earnings (loss) per share:
 Continuing operations ...............................   $    0.19    $   (0.27)   $    0.44    $   (0.25)
 Discontinued operations .............................                     0.03                      0.53
                                                         ----------   ----------   ----------   ---------
 Net income (loss) ...................................   $    0.19    $   (0.24)   $    0.44    $    0.28
                                                         =========    =========    =========    =========
</TABLE>

                 See notes to consolidated financial statements.



                                       3
<PAGE>
                           GENERAL SEMICONDUCTOR, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited - In Thousands)


                                                         Six Months Ended
                                                             June 30,
                                                       ---------------------
                                                         1998         1997
                                                       --------    ---------
OPERATING ACTIVITIES:
 Income (loss) from continuing operations ..........   $ 16,311    $ (8,709)
 Adjustments to reconcile to net cash
   provided by continuing operating activities:
    Depreciation and amortization ..................     12,116      12,106
    Changes in assets and liabilities:
         Accounts receivable .......................        579      (9,749)
         Inventories ...............................     (3,563)      2,059
         Prepaid expenses and other current assets .     (2,413)     (2,670)
         Other non-current assets ..................       (669)       (681)
         Deferred income taxes .....................       (658)       (135)
         Accounts payable and accrued expenses .....     (9,494)     14,236
         Other non-current liabilities .............     (1,474)      5,355
    Other ..........................................         26        (220)
                                                       --------    --------
Net cash provided by continuing operating activities     10,761      11,592
                                                       --------    --------

Cash used in discontinued operations ...............    (25,130)     (1,256)
                                                       --------    --------

INVESTING ACTIVITIES:
    Expenditures for property, plant and equipment .     (8,794)    (10,454)
    Proceeds from sale of short-term investments ...       --        24,972
                                                       --------    --------
Net cash (used in) provided by investing activities      (8,794)     14,518
                                                       --------    --------

FINANCING ACTIVITIES:
    Net proceeds from revolving credit facilities ..     70,000     (20,000)
    Principal repayment of debt ....................    (46,074)     (2,155)
    Exercise of stock options ......................        423      14,399
                                                       --------    --------
Net cash provided by (used in) financing activities      24,349      (7,756)
                                                       --------    --------
Increase in cash and cash equivalents ..............      1,186      17,098
                                                       --------    --------
Cash and cash equivalents, beginning of period .....      5,192      20,252
                                                       --------    --------
Cash and cash equivalents, end of period ...........   $  6,378    $ 37,350
                                                       ========    ========


                 See notes to consolidated financial statements.





                                       4
<PAGE>
                           GENERAL SEMICONDUCTOR, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
                (All amounts in thousands, except per share data)

1.  DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

General  Semiconductor,  Inc. (the  "Company" or "General  Semiconductor")  is a
world leader in the discrete segment of the semiconductor  industry. The Company
designs,  manufactures and sells  low-to-medium-power  rectifiers,  small signal
transistors  and  transient  voltage  suppression  ("TVS")  components in axial,
bridge, surface mount and array packages. Power rectifiers, small signal devices
and TVS  products  are  semiconductors  that are  essential  components  of most
electronic devices and systems. Rectifiers convert alternating current (AC) into
direct current (DC) which can be utilized by electronic  equipment.  TVS devices
provide protection from electrical surges, ranging from electrostatic  discharge
to induced lightning. Small signal devices amplify or switch low level currents.
The  Company's  products  are  primarily  targeted  for  use  in  the  computer,
automotive, telecommunications, lighting and consumer electronics industries.

General  Instrument  Corporation  ("GI")  (i)  transferred  all the  assets  and
liabilities  relating to the  manufacture  and sale of broadband  communications
products  used  in  the  cable  television,  satellite,  and  telecommunications
industries  and all rights to the  related  GI  trademarks  to its  wholly-owned
subsidiary  NextLevel  Systems,  Inc.  ("NextLevel")  and  all  the  assets  and
liabilities  relating to the  manufacture  and sale of coaxial,  fiber optic and
other  electric  cable  used  in  the  cable  television,  satellite  and  other
industries to its wholly-owned subsidiary CommScope, Inc. ("CommScope") and (ii)
distributed all of the outstanding  shares of capital stock of each of NextLevel
and  CommScope  to its  stockholders  on a pro  rata  basis as a  dividend  (the
"Distribution")  in a  transaction  that was  finalized  on July 28,  1997  (the
"Distribution  Date"). On the Distribution  Date,  NextLevel and CommScope began
operating as independent entities with publicly traded common stock. GI retained
no ownership  interest in either  NextLevel or  CommScope.  Concurrent  with the
Distribution, GI changed its name to General Semiconductor,  Inc. and effected a
one for four reverse  stock split.  On February 2, 1998,  NextLevel  changed its
name to General Instrument Corporation ("General Instrument").

The revenues,  costs and expenses,  assets and liabilities and cash flows of the
businesses  transferred to the General  Instrument  and CommScope  segments (the
"Discontinued  Operations"),  (See Note 2 below),  have been  excluded  from the
respective   captions  in  the   Consolidated   Statements  of  Operations   and
Consolidated  Statements  of Cash Flows and have been  reported as "Income  from
discontinued operations",  net of applicable income taxes, for the three and six
months ended June 30, 1997 and as "Cash used in discontinued operations" for the
six months ended June 30, 1998 and 1997. In this report, all share and per share
amounts have been retroactively restated to reflect the reverse stock split. For
the purpose of  governing  certain of the ongoing  relationships  among  General
Semiconductor,  General  Instrument and CommScope after the Distribution,  these
entities   entered  into  various   agreements  that  provided  for  an  orderly
transition,  the  separation  and  distribution  of  the  operating  assets  and
liabilities  and  pension  plan  assets  and  liabilities  of GI, as well as tax
sharing, and other matters.

In the opinion of management,  the accompanying unaudited consolidated financial
statements  include all necessary  adjustments  (consisting of normal  recurring
adjustments) and present fairly the Company's  financial position as of June 30,
1998,  the results of its operations for the three and six months ended June 30,
1998 and 1997,  and its cash  flows for the six months  ended June 30,  1998 and
1997 in conformity  with generally  accepted  accounting  principles for interim
financial  information  applied on a consistent basis. There were no adjustments
of a non-recurring nature recorded during the six months ended June 30, 1998 and
1997 except for the charges discussed in Note 2 below. The results of operations
for the three and six months ended June 30, 1998, are not necessarily indicative
of the results to be expected for the full year. For further information,  refer
to the consolidated  financial  statements and footnotes thereto included in the
General Semiconductor Annual Report on Form 10-K for the year ended December 31,
1997.

                                       5
<PAGE>
2.  DISCONTINUED OPERATIONS

Net  sales  for  the  Discontinued  Operations  included  in  the  statement  of
operations were $609.7 million and $1,165.6 million for the three and six months
ended June 30, 1997.  Discontinued  operations  also  includes  charges of $28.0
million and $32.1 million, net of applicable income taxes, for the three and six
months ended June 30, 1997,  respectively,  for costs incurred primarily related
to severance and the separation of the Taiwan  operations of GI between  General
Semiconductor and General Instrument and for professional fees and certain other
costs incurred directly related to the Distribution.

In connection  with the  Distribution,  the Company also recorded in income from
continuing operations pre-tax charges of $25.4 million and $32.7 million to cost
of  sales  and  $1.0   million  and  $1.1   million  to  selling,   general  and
administrative  expenses  during the three and six months  ended June 30,  1997,
respectively,  incurred  principally  in connection  with the  separation of the
Taiwan operations between General Semiconductor and General Instrument.


3.  INVENTORIES

Inventories consist of:

                                          June 30, 1998       December 31, 1997
                                          -------------       ------------------
     Raw materials                            $   5,827            $ 7,181
     Work in process                             13,553             12,052
     Finished goods                              18,492             15,076
                                                 ------             ------
                                                $37,872            $34,309
                                                 ======             ======


4.  LONG-TERM DEBT

Long-term debt consists of:
                                          June 30, 1998        December 31, 1997
                                          -------------        -----------------
Senior indebtedness:

     Revolving credit facility                 $292,000            $222,000
     Taiwan loan                                      -              46,074
                                               --------            --------
                                                292,000             268,074
Less: current maturities                              -               4,310
                                               --------            --------
                                               $292,000            $263,764
                                                =======             =======


At December 31, 1997,  the Company had a $60.0  million  loan  agreement  with a
consortium of banks in Taiwan.  On February 26, 1998,  the Company  consolidated
its debt and  refinanced  the entire  Taiwan loan balance of $46.1  million with
proceeds from borrowings  under its $350.0 million credit facility which matures
on December 31, 2002.

The Company entered into two interest rate swap  transactions with a term of one
year  beginning on January 22, 1998  pursuant to which it pays a fixed  interest
rate  averaging  5.96% on a notional  amount of $100 million.  The Company began
receiving  interest on the $100 million  notional  amount based on a three month
LIBOR rate set quarterly  beginning on January 22, 1998.  During  February 1998,
the Company  purchased two interest rate caps each with a notional amount of $50
million.  The caps  became  effective  on April 27,  1998 and June 29, 1998 with
terms of nine months and six months, respectively.  Under the terms of the caps,
the Company will receive from the counterparties the incremental amount, if any,
associated  with the three  month  LIBOR  rate in  excess of 6% on the  notional
amounts. The cost of the caps were immaterial.

The effect of the swap  agreements  and the caps to the Company is to reduce its
amount of debt subject to floating interest rates.


                                       6
<PAGE>
Net interest expense  included in the Consolidated  Statements of Operations for
the three and six months ended June 30, 1997 represents an allocation based upon
General Semiconductor's net assets as a percentage of total assets of GI.


5.  INCOME TAXES

General  Semiconductor,  General  Instrument  and  CommScope  entered into a tax
sharing agreement (the "Tax Sharing Agreement") that defines the parties' rights
and  obligations  with  respect to federal,  state and other income or franchise
taxes relating to the  businesses of GI for tax periods prior to,  including and
following  the  Distribution  and with  respect  to certain  other tax  matters.
General  Instrument  is  responsible  for  consolidated  federal  income  taxes,
consolidated  or combined  state income taxes and separate state income taxes of
GI and its  subsidiaries  and preparation and filings of the applicable  returns
through July 25, 1997.  Such liability will be determined  assuming a closing of
the books on July 25, 1997.  Liability for foreign  income taxes and other taxes
will  generally be allocated to the legal entity on which such taxes are imposed
except that  liability  for taxes  relating to the  transferred  businesses  (as
defined in the Tax Sharing  Agreement)  will  generally  be allocated to General
Instrument.

Notwithstanding  the above,  each of General  Instrument,  CommScope and General
Semiconductor  is  responsible  for any such taxes to the extent that such taxes
are  attributable  to action  taken by that entity or its  affiliates  after the
Distribution that is inconsistent with the tax treatment contemplated in the tax
ruling received from the Internal Revenue Service. The Company believes that the
Tax Sharing  Agreement is fair to each of the parties and  contains  terms which
generally are  comparable to those which would have been reached at  arms-length
negotiations with unaffiliated parties.

The  provision  for income taxes for the six months ended June 30, 1998 and 1997
was computed  utilizing the Company's  expected annual effective income tax rate
and, for 1997, the tax effects of  restructuring  charges  recorded that year at
the applicable rates.

The tax effects of  temporary  differences  that give rise to the  deferred  tax
assets at June 30, 1998 and  December 31, 1997  consist  principally  of accrued
employee  benefits and environmental  liabilities.  Deferred tax liabilities for
the periods presented primarily relate to foreign tax withholding liabilities.


6.  LITIGATION

A securities  class action is presently  pending in the United  States  District
Court for the Northern  District of Illinois,  Eastern  Division,  In Re General
Instrument Corporation  Securities  Litigation.  This action, which consolidates
numerous class action  complaints filed in various courts between October 10 and
October  27,  1995,  is  brought  by  plaintiffs,  on their  own  behalf  and as
representatives  of a class of  purchasers  of GI common stock during the period
March 21, 1995 through October 18, 1995. The complaint alleges that prior to the
Distribution, GI and certain of its officers and directors, as well as Forstmann
Little & Co. and certain related entities, violated the federal securities laws,
namely,  Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934, as
amended,  by allegedly  making false and  misleading  statements  and failing to
disclose material facts about GI's planned shipments in 1995 of its CFT-2200 and
DigiCipher II products.  Also pending in the same court, under the same name, is
a derivative  action brought on behalf of GI. The derivative action alleges that
the members of GI's Board of  Directors,  several of its officers and  Forstmann
Little & Co. and related entities have breached their fiduciary duties by reason
of the matter complained of in the class action and the defendants'  alleged use
of  material  non-public  information  to sell  shares  of GI  common  stock for
personal  gain.  The court had  granted  the  defendants  motions to dismiss the
original complaints in both of these actions, but allowed the plaintiffs in each
action an opportunity to file amended complaints.  Amended complaints were filed
on November 7, 1997.  The  defendants  have  answered  the amended  consolidated
complaint  in the class  actions,  denying  liability,  and have filed a renewed
motion to dismiss the derivative action.


                                       7
<PAGE>
An action entitled BKP Partners, L.P. v. General Instrument Corp. was brought in
February 1996 by certain holders of preferred stock of Next Level Communications
("NLC"),  which was merged into a subsidiary of GI in September 1995. The action
was originally filed in the Northern District of California and was subsequently
transferred to the Northern District of Illinois. The plaintiffs allege that the
defendants  violated federal  securities laws by making  misrepresentations  and
omissions  and  breached   fiduciary  duties  to  NLC  in  connection  with  the
acquisition  of NLC by GI.  Plaintiffs  seek,  among other  things,  unspecified
compensatory  and punitive  damages and attorney's  fees and costs. On September
23, 1997 the district court dismissed the complaint,  without prejudice, and the
plaintiffs  were given  until  November  7, 1997 to amend  their  complaint.  On
November 7, 1997,  plaintiffs  served the  defendants  with amended  complaints,
which  contain  allegations  substantially  similar  to  those  in the  original
complaint.  The  defendants  have filed a motion to dismiss parts of the amended
complaint  and have  answered  the  balance of the  amended  compliant,  denying
liability.

An action entitled BroadBand Technologies,  Inc. v. General Instrument Corp. was
brought  in March  1997 in the  United  States  District  Court for the  Eastern
District of North Carolina.  The complaint  alleges that GI infringes  BroadBand
Technologies,  Inc.'s ("BBT") U.S. Patent No. 5,457,560,  covering an electronic
communications  system which  delivers  television  signals,  and seeks monetary
damages and  injunctive  relief.  On June 13,  1997,  GI's motion to dismiss the
complaint for lack of jurisdiction was denied. In March 1998, General Instrument
filed  motions  with the district  court for summary  judgement on the issues of
patent invalidity and  non-infringement of the BBT patent and BBT filed a motion
of partial summary  judgement on the issue of infringement.  On May 5, 1998, the
action was dismissed with prejudice.  The dismissal was entered into pursuant to
a settlement agreement which does not impose any monetary or other obligation on
the Company.

In connection with the Distribution,  General Instrument agreed to indemnify the
Company with respect to its  obligations,  if any, arising out of or relating to
In Re  General  Instrument  Corporation  Securities  Litigation  (including  the
derivative  action),  the  BKP  Partners,   L.P.  v.  General  Instrument  Corp.
litigation  and the action  entitled  BroadBand  Technologies,  Inc. v.  General
Instrument Corp. Therefore,  management is of the opinion that the resolution of
these  matters  will  have no  effect on the  Company's  consolidated  financial
position, results of operations or cash flows.

General Semiconductor is not a party to any pending legal proceedings other than
various  claims and lawsuits  arising in the normal course of business and those
for  which  they  are  indemnified.  Management  is of  the  opinion  that  such
litigation  or claims will not have a material  adverse  effect on the Company's
consolidated financial position, results of operations or cash flows.


7.   COMMITMENTS AND CONTINGENCIES

The Company is subject to various  federal,  state,  local and foreign  laws and
regulations governing  environmental  matters,  including the use, discharge and
disposal of hazardous  materials.  The Company's  manufacturing  facilities  are
believed to be in  substantial  compliance  with current  laws and  regulations.
Complying  with  current  laws and  regulations  has not had a material  adverse
effect  on  the  Company's   financial   condition.   In  connection   with  the
Distribution, the Company retained the obligations with respect to environmental
matters  relating to the Company's  discontinued  operations and its status as a
"potentially   responsible  party."  The  Company  is  involved  in  remediation
programs,  principally  with respect to former  manufacturing  sites,  which are
proceeding  in  connection   with  federal  and  state   regulatory   oversight.
Accordingly, the Company is currently named as a "potentially responsible party"
with respect to the disposal of wastes at nine hazardous  waste sites located in
six states.

The  Company  has  engaged  independent  consultants  to  assist  management  in
evaluating potential  liabilities related to environmental  matters.  Management
assesses  the  input  from  these  independent   consultants  along  with  other
information  known to the  Company in its effort to  continually  monitor  these
potential  liabilities.  Management  assesses  its  environmental  exposure on a
site-by-site basis,  including those sites where the Company has been named as a
"potentially responsible party". Such assessments include the Company's share of


                                       8
<PAGE>
remediation  costs,  information known to the Company concerning the size of the
hazardous waste sites, their years of operation and the number of past users and
their financial viability.  The Company has recorded a reserve for environmental
matters of $32.9 million at June 30, 1998 ($34.9  million at December 31, 1997).
While the ultimate  outcome of these matters  cannot be  determined,  management
does not  believe  that the  final  disposition  of these  matters  will  have a
material  adverse  effect  on  the  Company's  financial  position,  results  of
operations  or cash flows  beyond the  amounts  previously  provided  for in the
financial statements.

Based on the factors discussed above,  capital expenditures and expenses for the
Company's remediation  programs,  and the proportionate share of the cost of the
necessary  investigation  and  eventual  remedial  work that may be needed to be
performed  at the sites for which the Company  has been named as a  "potentially
responsible  party",  are not expected to have a material  adverse effect on the
Company's financial position, results of operations or cash flows. The Company's
present and past facilities have been in operation for many years, and over that
time in the  course of those  operations,  the  Company's  facilities  have used
substances  which are or might be  considered  hazardous,  and the  Company  has
generated  and  disposed of wastes which are or might be  considered  hazardous.
Therefore, it is possible that additional  environmental issues may arise in the
future, which the Company cannot now predict.


8.  EARNINGS PER SHARE

The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 128
"Earnings per Share" during 1997. In  accordance  with this  pronouncement,  the
Company retroactively adopted this standard and restated all historical earnings
per share data  contained in this report.  SFAS 128  requires  presentations  of
"basic" and "diluted" earnings per share.

Basic  earnings  per share is computed by dividing  income  available  to common
stockholders by the weighted average number of common shares  outstanding during
the applicable periods. Diluted earnings per share computations are based on net
income adjusted for interest and  amortization of debt issuance costs related to
convertible debt, if dilutive,  and the weighted average number of common shares
outstanding  adjusted for the dilutive  effect of stock options and  convertible
securities.  The diluted earnings per share calculation  assumes the exercise of
stock options using the treasury stock method.

Set forth below are  reconciliations  of the numerators and  denominators of the
basic and diluted per share computations for the three and six months ended June
30, 1998. The effect of outstanding  options and Convertible Junior Subordinated
Notes  (the  "Notes")  for the  three and six  months  ended  June 30,  1997 was
anti-dilutive  and,  therfore,  not  included.  


<TABLE>
<CAPTION>
                                  For the Three Months                   For the Six Months
                                  Ended June 30, 1998                    Ended June 30, 1998
                                  -------------------                    -------------------

                                Income      Shares     Per-Share    Income      Shares     Per-Share
                             (Numerator) (Denominator)  Amount    (Numerator)(Denominator)   Amount
<S>                             <C>        <C>         <C>           <C>        <C>      <C>
Basic EPS
Income available to
common stockholders .........   $ 6,846    36,813      $   0.19      $16,311    36,802   $   0.44

Effect of Dilutive Securities
  Options ...................                 152                                  132
                                          -------                               ------

Diluted EPS
Income available to
common stockholders
plus assumed conversions ....   $ 6,846    36,965      $   0.19      $16,311    36,934   $   0.44

</TABLE>
                                       9
<PAGE>
9.    RECENT ACCOUNTING PRONOUNCEMENTS

The Company adopted SFAS No. 130 "Reporting  Comprehensive  Income" in 1998. For
the six  months  ended  June  30,  1998  and  1997  there  are no items of other
comprehensive income as defined in the pronouncement.

During  1998 the  Financial  Accounting  Standards  Board  issued SFAS No.'s 132
"Employers'  Disclosures about Pensions and other  Postretirement  Benefits" and
133 "Accounting for Derivative  Instruments  and Hedging  Activities."  SFAS 132
standardizes the disclosure  requirements for pensions and other  postretirement
benefits  and  requires  additional   information  on  changes  in  the  benefit
obligations  and fair  values  of plan  assets  that will  facilitate  financial
analysis and is effective for fiscal years  beginning  after  December 15, 1997.
The  Company  will  implement  SFAS  132  as of  December  31,  1998.  SFAS  133
establishes  accounting and reporting  standards for derivative  instruments and
hedging  activities  and requires that an entity  recognize all  derivatives  as
either assets or liabilities and measure those  instruments at fair value.  SFAS
133 is effective for all fiscal  quarters of fiscal years  beginning  after June
15,  1999.  The  Company  is  evaluating  the  impact  SFAS 133 will have on its
financial statements.



                                       10
<PAGE>
                           GENERAL SEMICONDUCTOR, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following  Management's  Discussion and Analysis  pertains to the continuing
operations of General Semiconductor, Inc., unless otherwise noted, and describes
changes in the Company's financial condition since December 31, 1997.

During the second quarter the Company, like many of its competitors, experienced
a  reduction  in new orders in all  geographic  areas due  partly to  continuing
economic  weakness in the Far East, as well as reduced  end-market demand in the
computer,  computer  peripheral  and related  industries.  These  conditions are
exacerbated  by industry wide excess  capacity which has resulted in significant
competitive pricing pressures. Earnings for the second half of 1998 are expected
to decrease from that reported in the first half.


RESULTS OF OPERATIONS:
---------------------

NET SALES
---------
Net sales for the three  months  ended  June 30,  1998  increased  3.5% to $98.8
million  from $95.5  million  for the  comparable  prior year  period due to the
inclusion  of small signal  product  revenues  (business  acquired on October 1,
1997)  primarily in Europe,  partly offset by lower  worldwide  average  selling
prices and unfavorable  foreign exchange rate  fluctuations in Europe and Japan.
For the six  months  ended  June 30,  1998 net sales  increased  13.4% to $205.2
million  from  $180.9  million for the  comparable  prior year period due to the
inclusion of small signal product revenues  described above and higher volume in
the base  business.  The increase was partly offset by lower  worldwide  average
selling prices and unfavorable  foreign exchange rate fluctuations in Europe and
Japan.  Orders  decreased almost 18% for the six months ended June 30, 1998 from
the comparable prior year period.


COST OF SALES
-------------
Cost of sales of $70.1  million and $141.2  million for the three and six months
ended  June 30,  1998  compares  to $88.6  million  and $154.5  million  for the
corresponding prior year periods. Excluding pre-tax charges of $25.4 million and
$32.7 million for the three and six months ended June 30, 1997 for severance and
costs related to the  separation  of the Taiwan  operations of GI, cost of sales
increased  $6.9 million  (10.9%) and $19.4 million  (15.9%)  principally  due to
increased sales.

Accordingly,  gross  margin  for the three and six months  ended  June 30,  1998
represents 29.0% and 31.2% of net sales,  respectively,  compared with 33.8% and
32.7% in the comparable prior periods,  excluding the charges noted above.  This
decrease  relates  to a change in the mix of the  products  sold and  erosion of
average  selling  prices  partially  offset by continued  cost  controls and the
effect of favorable foreign exchange rate fluctuations  primarily related to the
New Taiwan Dollar.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
Selling,  general and  administrative  expenses  of $10.3  million for the three
months ended June 30, 1998 remained  relatively  stable  compared with the three
months ended June 30, 1997 of $10.4  million,  excluding a $1.0 million  pre-tax
charge recorded in June, 1997 for transaction costs related to the Distribution.
Higher  operating  costs to  support  increased  revenues  were  offset by lower
variable compensation  expenses. For the six months ended June 30, 1998 selling,
general and  administrative  expenses of $23.2 million increased 7.4% from $21.6
million, excluding the $1.0 million pre-tax charge noted above, due primarily to
higher  operating  costs to  support  increased  revenues.  As a  percentage  of
revenue,  selling,  general and  administrative  expenses  for the three and six
months  ended June 30, 1998  decreased  to 10.4% and 11.3%,  respectively,  from
10.9% and 11.9% for the  comparable  prior year  periods due to  proportionately
higher net sales.

                                       11
<PAGE>
RESEARCH AND DEVELOPMENT EXPENSES
---------------------------------
Research and development expenses of $1.5 million and $3.0 million for the three
and six months ended June 30, 1998  decreased from $1.8 million and $3.3 million
for the comparable  prior year periods.  As a percentage of net sales,  research
and development  expenses decreased  approximately to 1.5% for the three and six
month  periods  ended June 30, 1998  compared  with  approximately  1.8% for the
comparable  prior year  periods due to decreased  spending  and  proportionately
higher net sales. Research and development spending reflects the modification of
existing products as well as the continued development of new products.


NET INTEREST EXPENSE
--------------------
Net interest  expense  increased to $5.1 million and $10.0 million for the three
and six months  ended June 30, 1998 from $2.3  million and $5.3  million for the
corresponding  prior year  periods.  Net interest  expense for the three and six
months  ended  June  30,  1997  represents  an  allocation  based  upon  General
Semiconductor's  net assets as a percentage of total assets of GI. Pro forma net
interest  expense,  assuming  a net debt  level of $275.0  million  through  the
Distribution  Date and  amortization of debt issuance costs  associated with the
new borrowings, would have been $4.9 million and $9.8 million,  respectively for
the three and six months ended June 30, 1997.


INCOME TAXES
------------
The  provision for income taxes is computed  utilizing  the  Company's  expected
annual effective income tax rate. The Company's effective tax rate for the three
and six months  ended June 30, 1998  decreased to 35% from 37% for the three and
six months ended June 30, 1997,  excluding  the charges  incurred in  connection
with the separation of GI's Taiwan operations, due primarily to increased income
of foreign subsidiaries taxed at rates lower than the U.S. rate.


DISCONTINUED OPERATIONS
-----------------------
The net operating  results of the businesses  transferred to General  Instrument
and CommScope have been  reported,  net of applicable  income taxes,  as "Income
from discontinued operations".  Discontinued operations also includes charges of
$28.0 million and $32.1 million,  net of applicable  income taxes, for the three
and six months ended June 30, 1997,  respectively,  for costs incurred primarily
related to severance and the  separation of the Taiwan  operations of GI and for
professional  fees and certain  other  costs  incurred  directly  related to the
Distribution.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Working capital at June 30, 1998 was $58.9 million  compared to $16.7 million at
December  31,  1997.  The working  capital  increase of $42.2  million  resulted
primarily from payments of the remaining liabilities related to the Distribution
totaling $25.2 million,  the  refinancing of the Taiwan loan discussed below and
payment of year-end incentives.  As a result, the current ratio increased to 2.0
to 1 at June 30, 1998 compared with 1.2 to 1 at December 31, 1997.

During the six months ended June 30, 1998, the Company  invested $8.8 million in
property,  plant and equipment compared with $10.5 million for the corresponding
prior year period.  While the Company does not have any material commitments for
capital  expenditures  it does expect to invest  approximately $ 20.0 million in
capital  expenditures  during the six months ended December 31, 1998 principally
directed to strategic initiatives and automation.

Debt  increased to $292.0 million at June 30, 1998 compared to $268.1 million at
December 31, 1997 including current  maturities  primarily to fund the remaining
payments related to the Distribution of $25.2 million made during the six months
ended June 30, 1998. On February 26, 1998, the Company consolidated its debt and
refinanced  the entire  Taiwan loan balance of $46.1  million with proceeds from
borrowings  under its $350.0 million  credit  facility which matures on December
31, 2002.

                                       12
<PAGE>
General  Semiconductor's  primary cash needs on both a short and long-term basis
are for capital  expenditures and other general corporate purposes.  The Company
believes  that it has  adequate  liquidity  to meet its current and  anticipated
needs from the  results of its  operations,  working  capital  and the  existing
credit   facility.   There   can  be  no   assurance,   however,   that   future
industry-specific  developments  or general  economic  trends will not adversely
affect the Company's operations or its ability to meet its cash requirements.


YEAR 2000
---------
The Company recognizes the importance of ensuring that neither its customers nor
its  business  operations  are  disrupted  as a  result  of Year  2000  software
failures.  The Company, with the assistance of outside consulting resources,  is
centrally   coordinating  the  identification,   evaluation  and  implementation
activities  associated  with our global  operating  infrastructure.  The primary
areas of potential business impact have been identified and conversion  projects
are proceeding.

In 1996 the Company began an upgrade of its business applications software which
includes the  implementation of the full suite of JD Edwards ("JDE")  financial,
distribution and  manufacturing  applications.  The JDE software was selected to
add worldwide  functionality  and  efficiency  to the business  processes of the
Company in the normal  course of  upgrading  its systems to address its business
needs.  Since the suite of applications  being installed is Year 2000 compliant,
incremental costs beyond the scope of this project are not currently expected to
have a material  effect on the  Company's  results of  operations  and are being
expensed as incurred. The Company expects to achieve Year 2000 compliance by the
beginning of the third quarter of 1999.

The  Company  is also  communicating  with  suppliers,  financial  institutions,
government  agencies and other vendors with which it does business to coordinate
Year 2000 conversion  efforts.  At the present time, the Company does not expect
Year 2000  issues to  materially  affect  its  products,  services,  competitive
position or financial  performance.  However,  the Company can give no assurance
that the  systems  of  other  companies  on which  the  Company  relies  will be
converted  on time  or  that a  failure  to  convert  by  another  company  or a
conversion  that is  incompatible  with the  Company's  systems would not have a
material adverse effect on the Company.


FORWARD-LOOKING STATEMENTS
--------------------------
The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for  forward-looking  statements.  The  Company's  Form 10-K for the year  ended
December 31, 1997,  the Company's 1997 Annual Report to  Stockholders,  this and
any  other  Form  10-Q or  Form  8-K of the  Company,  or any  oral  or  written
statements  made by or on behalf of the  Company,  may  include  forward-looking
statements  which  reflect the  Company's  current  views with respect to future
events  and  financial   performance.   These  forward-looking   statements  are
identified  by their  use of such  terms and  phrases  as  "intends,"  "intend,"
"intended," "goal," "estimate,"  "estimates,"  "expects," "expect,"  "expected,"
"project,"  "projects,"  "projected,"   "projections,"  "plans,"  "anticipates,"
"anticipated,"   "should,"  "designed  to,"  "foreseeable   future,"  "believe,"
"believes",  "scheduled" and similar  expressions.  Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date the  statement  was made.  The  Company  undertakes  no  obligation  to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.

Reference is made to the cautionary  statements  contained in Exhibit 99 to this
Form 10-Q for a  discussion  of the  factors  that may cause  actual  results to
differ from the results discussed in these forward-looking statements.




                                       13
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.    Legal Proceedings
           -----------------

           See Part I, Note 6 to the Consolidated Financial Statements.


Item 4.    Submission of Matters to a Vote of Stockholders
           -----------------------------------------------

           General  Semiconductor held an Annual Meeting of Stockholders on May
           21, 1998.

           1.     The stockholders approved the election of six directors.  The
                  votes cast for each nominee were as follows:

                                                FOR                  WITHHELD
                                                ---                  --------

                  Steven B. Klinsky          34,487,300              316,517
                  Ronald A. Ostertag         34,497,144              306,673
                  Ronald Rosenzweig          34,523,445              280,372
                  Peter A. Schwartz          34,524,586              279,231
                  Samuel L. Simmons          34,519,700              284,117
                  Dr. Gerard T. Wrixon       34,494,959              308,858

           2.     The stockholders approved the adoption of the General
                  Semiconductor 1998 Long-Term Incentive Plan by a vote of:
                  21,529,620 shares in favor of the plan; 10,979,887 shares
                  against the plan; and 27,066 shares abstaining.

           3.     The stockholders ratified the appointment of Deloitte & Touche
                  LLP as independent auditor for the Company for the 1998 fiscal
                  year by a vote of: 34,779,481 shares in favor of the
                  appointment; 12,854 shares against the appointment; and 11,457
                  shares abstaining.


Item 6.    Exhibits
           --------

           (a)    Exhibits

                  10.1   General Semiconductor, Inc. 1998 Long-Term 
                         Incentive Plan*

                  27     Financial Data Schedule

                  27.1   Restated Financial Data Schedules

                  99     Forward-Looking Information

                         * Incorporated herein by reference to the Company's 
                         Registration Statement on Form S-8 filed with the 
                         Securities and Exchange Commission on July 20, 1998 
                         (Reg. No. 333-22861).

           (b)    Reports on Form 8-K

                  The Company filed a Form 8-K with the Securities and Exchange
                  Commission ("SEC"), dated July 1, 1998, to report under Item 5
                  of that Form that a press release was issued to the public on
                  June 29, 1998 regarding the Company's sales and earnings.  A
                  copy of the press release was filed as an exhibit to the Form
                  8-K.

                  The Company filed a Form 8-K with the SEC, dated July 22,
                  1998, to report under Item 5 of that Form that a press release
                  was issued to the public on July 22, 1998 regarding the
                  Company's sales and earnings.  A copy of the press release was
                  filed as an exhibit to the Form 8-K.
                  


                                       14
<PAGE>
                                    SIGNATURE

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.







                           GENERAL SEMICONDUCTOR, INC.


August 7, 1998             /s/Andrew M.Caggia
--------------             ------------------
Date                       Andrew M. Caggia
                           Senior Vice President and Chief Financial Officer
                           Signing both in his capacity as Senior Vice President
                           on behalf of the Registrant and as Chief
                           Financial Officer of the Registrant


                                       15