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

                                    FORM 10-Q/A

(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, 2001

                                       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)

                                 (631) 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 23, 2001
-----------------------------                   ----------------------------
Common Stock, par value $0.01                           37,820,909

     Explanatory Note: We are amending our Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2001 to correct the number of shares outstanding
of the Company's  common stock at July 23, 2001,  which appeared on the cover of
the original  document.  The correction is included on the cover of this amended
document.  Other than this correction,  this Form 10Q/A is identical to the Form
10Q filed on July 23, 2001.


<PAGE>


                  GENERAL SEMICONDUCTOR, INC. AND SUBSIDIARIES

                               INDEX TO FORM 10-Q/A



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

Financial Statements


        Condensed Consolidated Balance Sheets at
        June 30, 2001 (unaudited) and December 31, 2000                   2

        Consolidated Statements of Operations for the Three
        and Six Months ended June 30, 2001 and 2000 (unaudited)           3

        Consolidated Statements of Cash Flows for the Six Months
        ended June 30, 2001 and 2000 (unaudited)                          4

        Notes to Consolidated Financial Statements (unaudited)           5-11

        Management's Discussion and Analysis of
        Financial Condition and Results of Operations                   12-16


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


        Legal Proceedings                                                17

        Submission of Matters to a Vote of Stockholders                  17

        Exhibits                                                        17-18


        SIGNATURE                                                        19

<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,
                                                                             2001             2000
                                                                        ---------------  ---------------
<S>                                                                     <C>              <C>
Current Assets:
Cash                                                                         $   1,087        $   4,913
Accounts receivable, less reserves of $941 and $1,014, respectively             49,988           66,246
Inventories                                                                     54,252           53,698
Prepaid expenses and other current assets                                       11,511           13,803
Deferred income taxes                                                           11,872           11,348
                                                                        ---------------  ---------------
     Total current assets                                                      128,710          150,008

Property, plant and equipment - net                                            254,785          244,889
Excess of cost over fair value of net assets acquired, less accumulated
    amortization of $56,784 and $54,213, respectively                          149,897          152,468
Deferred income taxes, net of valuation allowance                               28,143           26,485
Intangibles and other assets, less accumulated amortization of $17,978 and
    $16,326, respectively                                                       19,627           21,439
                                                                        ---------------  ---------------
TOTAL ASSETS                                                                $  581,162       $  595,289
                                                                        ===============  ===============


                                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable                                                            $   37,367        $  41,709
Deferred income taxes                                                            1,056            1,142
Accrued expenses                                                                39,896           57,026
                                                                        ---------------  ---------------
     Total current liabilities                                                  78,319           99,877

Long-term debt                                                                 230,500          216,500
Deferred income taxes                                                           27,249           26,508
Other non-current liabilities                                                   60,195           64,729
                                                                        ---------------  ---------------
     Total liabilities                                                         396,263          407,614
                                                                        ---------------  ---------------

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; 37,925 and
     37,829 shares issued, respectively                                            379              378
Additional paid-in capital                                                      13,199           11,697
Retained earnings                                                              178,692          182,971
                                                                        ---------------  ---------------
                                                                               192,270          195,046
Less - Treasury stock, at cost, 104 shares                                      (7,371)          (7,371)
                                                                        ---------------  ---------------
                                                                               184,899          187,675
                                                                        ---------------  ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $  581,162       $  595,289
                                                                        ===============  ===============


                            See notes to consolidated financial statements.

</TABLE>


<PAGE>



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


<TABLE>
<CAPTION>

                                                                          Three Months Ended                  Six Months Ended
                                                                                June 30,                          June 30,
                                                                       ------------------------           ---------------------
                                                                       2001                2000            2001              2000
                                                                       ----                ----            ----              ----
<S>                                                               <C>                <C>               <C>              <C>

NET SALES                                                          $   84,027        $    128,318      $ 186,035        $  243,288

Cost of sales                                                          63,748              88,810        138,901           169,247
                                                                   ----------        ------------      ---------        ----------

GROSS PROFIT                                                           20,279              39,508         47,134            74,041

Selling, general and administrative                                    11,812              14,357         24,546            27,021
Research and development                                                2,912               1,761          5,525             3,435
Amortization of excess of cost over fair value
    of net assets acquired                                              1,286               1,286          2,571             2,571
Restructuring                                                               -                   -          8,913                 -
Asset impairment                                                            -                   -          4,035                 -
                                                                  -----------        ------------      ---------        ----------
        Total operating costs and expenses                             16,010              17,404         45,590            33,027
                                                                  -----------        ------------      ---------        ----------
OPERATING INCOME                                                        4,269              22,104          1,544            41,014
                                                                  -----------        ------------      ---------        ----------
Other income                                                               58                 (22)           176                (7)
Interest expense-net                                                   (3,858)             (4,808)        (7,832)          (10,113)
                                                                  ------------       -------------     ----------       ----------

INCOME (LOSS) BEFORE INCOME TAXES                                         469              17,274         (6,112)           30,894
(Provision for) benefit from income taxes                                (141)             (5,181)         1,833            (9,267)
                                                                  ------------       -------------     ----------        ---------
NET INCOME (LOSS)                                                   $     328        $     12,093      $  (4,279)        $  21,627
                                                                  ============       =============     ==========        =========
Weighted Average Shares Outstanding:
  Basic                                                                37,777              37,671         37,752            37,501
  Diluted                                                              38,285              49,945         37,752            49,779

Earnings (loss) per share:
  Basic                                                            $     0.01          $     0.32      $   (0.11)        $    0.58
  Diluted                                                          $     0.01          $     0.28      $   (0.11)        $    0.50


                 See notes to consolidated financial statements.
</TABLE>
<PAGE>

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

<TABLE>
<CAPTION>

                                                                                         Six Months Ended
                                                                                             June 30,
                                                                                 ----------------------------------
                                                                                     2001                2000
                                                                                 --------------      --------------
<S>                                                                              <C>                 <C>
OPERATING ACTIVITIES:
 Net income (loss)                                                                  $   (4,279)          $ 21,627
 Adjustments to reconcile to net cash
    from operating activities:
    Depreciation and amortization                                                       15,867             14,729
    Asset impairment in conjunction with restructuring                                   4,035                  -
    Stock options charge in conjunction with restructuring                                 538                  -
    Deferred income taxes                                                               (1,528)             1,149
Changes in assets and liabilities:
         Accounts receivable                                                            16,258            (11,547)
         Inventories                                                                      (553)            (3,640)
         Prepaid expenses and other current assets                                       1,578             (2,056)
         Other non-current assets                                                          198                194
         Accounts payable and accrued expenses                                         (23,194)            12,551
         Restructuring                                                                  (2,023)              (716)
         Other non-current liabilities                                                  (4,633)            (3,071)
    Other                                                                                1,706              1,802
                                                                                 --------------      --------------
Net cash provided by operating activities                                                3,970             31,022
                                                                                 --------------      --------------


INVESTING ACTIVITIES:
    Expenditures for property, plant and equipment                                     (22,715)           (13,270)
                                                                                 --------------      --------------
Net cash used in investing activities                                                  (22,715)           (13,270)
                                                                                 --------------      --------------


FINANCING ACTIVITIES:
    Net proceeds from (repayments of) revolving credit facilities                       14,000            (24,000)
    Deferred financing fees                                                                (45)              (593)
    Exercise of stock options                                                              964              8,086
                                                                                 --------------      --------------
Net cash provided by (used in) financing activities                                     14,919            (16,507)
                                                                                 --------------      --------------
(Decrease) increase in cash and cash equivalents                                        (3,826)             1,245
                                                                                 --------------      --------------
Cash and cash equivalents, beginning of period                                           4,913              2,586
                                                                                 --------------      --------------
Cash and cash equivalents, end of period                                              $  1,087           $  3,831
                                                                                 ==============      ==============

                                 See notes to consolidated financial statements.
</TABLE>
<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.  is  a  leader  in  the  design,  manufacture  and
distribution of semiconductors  serving the power management market. The Company
provides  customers  with  a  broad  array  of  products  including  rectifiers,
transient voltage suppressors,  small-signal  transistors,  diodes,  MOSFETs and
Analog ICs. Its global customer base includes original equipment  manufacturers,
electronic  distributors  and  contract  equipment  manufacturers.   Key  market
segments  for  its  products   include   automotive,   computer,   consumer  and
telecommunications.

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"). General Instrument was
acquired by Motorola Inc. in January 2000.

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,
2001,  the results of its operations for the three and six months ended June 30,
2001 and 2000,  and its cash  flows for the six months  ended June 30,  2001 and
2000 in conformity with accounting  principles  generally accepted in the United
States of America  for interim  financial  information  applied on a  consistent
basis.  There were no adjustments of a non-recurring  nature recorded during the
three and six months ended June 30, 2001 and 2000, other than the  restructuring
charge and asset  write-off.  The  results of  operations  for the three and six
months ended June 30, 2001 are not  necessarily  indicative of the results to be
expected for the full year. Certain prior year amounts have been reclassified to
conform to the current year presentation.  For further information, refer to the
consolidated  financial  statements  and footnotes  thereto  included in General
Semiconductor's Annual Report on Form 10-K for the year ended December 31, 2000.


2.       INVENTORIES

         Inventories consist of:

                              June 30, 2001                 December 31, 2000
                              -------------                 -----------------

         Raw materials          $ 6,419                           $ 7,585
         Work in process         19,105                            15,388
         Finished goods          28,728                            30,725
                                -------                           -------
                                $54,252                           $53,698
                                =======                           =======



3.           RESTRUCTURING AND ASSET IMPAIRMENT

On February 7, 2001 the Company  announced a  comprehensive  restructuring  plan
designed to reduce costs and better align the  manufacturing  infrastructure  to
new  product   technologies  and  overall   near-term   reduced   volumes.   The
restructuring  program  and asset  impairment  responds  to today's  dynamic and
rapidly  changing  business  environment  characterized  by a severe  decline in
demand for certain products and an increasingly  competitive price  environment.
As a result, the Company was required to outsource manufacturing of lower-margin
products thereby creating a decline in machinery utilization and, in some cases,
obsolescence.
<PAGE>

Significant  components of the  restructuring  charge  recorded during the three
months ended March 31, 2001 and remaining accrual as of June 30, 2001 include:


     Employee costs                                  $ 7,229
     Facility costs                                    1,471
     Other                                               213
                                                     -------
       Restructuring charge                            8,913

     Employee termination payments                    (1,864)
     Stock option remeasurement                         (538)
     Facility costs                                      (11)
     Other                                              (148)
                                                     -------
       Restructuring accrual as of June 30, 2001     $ 6,352
                                                     =======

Employee costs include a global early retirement program and corporate workforce
reduction affecting 183 of the Company's nearly 5,400 employees.  Facility costs
represent the remaining lease payments  related to the U.S.  corporate and sales
office consolidation.

During the six months ended June 30, 2001, $1.9 million of payments were made to
employees that were terminated in conjunction  with the workforce  reduction and
early retirement program. Additionally,  $0.5 million was credited to additional
paid-in capital for the  remeasurement  of stock options incurred in conjunction
with the group of employees accepting the early retirement package.

Accordingly,  as of June 30,  2001,  approximately  $6.4  million is included in
accrued expenses for the remaining  restructuring  payments.  Approximately $4.0
million is expected to be paid by December 31, 2001.

Certain  manufacturing  assets and  related  spare parts were  determined  to be
impaired and removed from operation during the quarter ended March 31, 2001 as a
result of the Company's change in strategic  direction.  By geographic  segment,
the following asset impairment charges were incurred:


         Far East           $1,165
         Europe              1,844
         China                 950
         United States          76
                            ------
                            $4,035
                            ======


4.       LITIGATION

The Company was 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
we are  indemnified.  The  Company's  management  is of the  opinion  that these
litigations  or  claims  will  not  have  a  material  negative  effect  on  our
consolidated financial position, results of operations or cash flows.

On April 25, 2001, Siliconix Incorporated  ("Siliconix"),  a company 80.4% owned
by Vishay  Intertechnology  Inc.,  filed a patent  infringement  lawsuit  in the
United  States  District  Court for the  Northern  District of  California.  The
complaint  alleges that certain of the Company's  products  infringe two patents
held by  Siliconix  related  to  power  MOSFET  products.  The  complaint  seeks
injunctive  relief and unspecified  damages.  On July 2, 2001, the Company filed
its answer  denying the  allegations  in the  complaint  and  asserting  certain
counterclaims.  The Company  believes  that the  Siliconix  complaint is without
merit and intends to defend it vigorously.

In  connection  with  the  spin-off  in 1997,  NextLevel  Systems,  Inc.  (which
subsequently  changed its name to General Instrument  Corporation ("GI") and was
acquired by Motorola  Inc. in January  2000) agreed to indemnify us with respect
to certain legal proceedings  relating to the business  transferred to NextLevel
Systems, Inc., including the obligations,  if any, arising out of or relating to
the two securities litigations described below. Therefore, we are of the opinion
that the resolution of these matters will not have an effect on our consolidated
financial position, results of operations or cash flows.
<PAGE>

A securities class action previously pending in the United States District Court
for  the  Northern  District  of  Illinois  entitled  In Re  General  Instrument
Corporation  Securities  Litigation  is being  transferred  to the United States
District Court for the Eastern District of Pennsylvania for trial.  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 spin-off, 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  Exchange  Act,  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  and as to the  effects of these  products on GI's gross
margins.  On November 21, 2000, the Court dismissed a derivative  action brought
on behalf of General Instrument Corporation under the same caption.

Also included under the same caption in the Northern District of Illinois was an
action  entitled BKP  Partners,  L.P. v. General  Instrument  Corp.,  brought in
February 1996   by   certain   holders   of   preferred   stock  of  Next  Level
Communications,  which  was  merged  into a  subsidiary  of  General  Instrument
Corporation in  September 1995.  The action was originally filed in the Northern
District of California and was later  transferred  for pretrial  purposes to the
Northern  District  of  Illinois.  The  action is now being  transferred  to the
Northern  District  of  California  for trial.  The  plaintiffs  allege that the
defendants  violated federal  securities laws by making  misrepresentations  and
omissions and breached  fiduciary  duties to Next Level in  connection  with the
acquisition  of  Next  Level  by  General  Instrument  Corporation.  Plaintiff's
complaints seek, among other things, unspecified damages and attorneys' fees and
costs.


5.       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 its discontinued operations and its status as a "potentially
responsible  party." The Company is presently engaged in the remediation of five
sites relating to discontinued operations in three states, and is a "potentially
responsible party" at five hazardous waste sites in four 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
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 a reserve recorded for environmental
matters of  approximately  $24.7 million at June 30, 2001  (approximately  $27.9
million at December  31,  2000).  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.

The Company's present and past facilities have been in operation for many years,
and over that time in the course of those operations,  such 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.


6.       EARNINGS PER SHARE

Basic  earnings  per share is  computed  by  dividing  net  income(loss)  by the
weighted  average  number of common  shares  outstanding  during the  applicable
periods. The diluted earnings per share computation is based on net income(loss)
adjusted  for  interest  and  amortization  of debt  issuance  costs  related to
convertible debt, if dilutive,  divided by 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,  2001  and  2000.  The  effect  of  outstanding   options  and   Convertible
Subordinated  Notes (the "Convertible  Notes") for the six months ended June 30,
2001 was anti-dilutive and, therefore, not included.
<PAGE>

<TABLE>
<CAPTION>

                                        For the Three Months                          For the Three Months
                                         Ended June 30, 2001                           Ended June 30, 2000
                                        --------------------                          --------------------
<S>                           <C>            <C>              <C>            <C>            <C>              <C>

                                 Income         Shares        Per-Share        Income          Shares        Per-Share
                              (Numerator)    (Denominator)     Amount        (Numerator)    (Denominator)     Amount
                              -----------    -------------    ---------      -----------    -------------    ---------
Basic EPS
  Net income                     $328           37,777          $0.01          $12,093          37,671         $0.32
                                                                =====                                          =====
Effect of Dilutive Securities
  Options                           _              508                                           1,181
  Convertible Notes                                                              1,698          11,093
                                 ----           ------                         -------          ------

Diluted EPS
  Net income                     $328           38,285          $0.01          $13,791          49,945         $0.28
                                 ====           ======          =====          =======          ======         =====
</TABLE>

<TABLE>
<CAPTION>
                                        For the Six Months                            For the Six Months
                                       Ended June 30, 2001                            Ended June 30, 2000
                                       -------------------                            -------------------

<S>                           <C>            <C>             <C>             <C>            <C>              <C>

                                 Income         Shares        Per-Share        Income          Shares        Per-Share
                              (Numerator)    (Denominator)      Amount       (Numerator)    (Denominator)     Amount
                              -----------    -------------    ---------      -----------    -------------    ---------
Basic EPS
  Net income(loss)              $(4,279)        37,752         $(0.11)         $21,627          37,501         $0.58
                                                               =======                                         =====
Effect of Dilutive Securities
  Options                           _              _                                             1,185
  Convertible Notes                                                              3,367          11,093
                                --------        ------                         -------          ------
Diluted EPS
  Net income(loss)              $(4,279)        37,752         $(0.11)         $24,994          49,779         $0.50
                                ========        ======         =======         =======          ======         =====
</TABLE>



7.       GEOGRAPHIC SEGMENT INFORMATION

General  Semiconductor  is engaged in one industry  segment,  specifically,  the
design,  manufacture and sale of power  management  semiconductors.  The Company
manages its business on a geographic basis. Summarized financial information for
the  Company's  reportable  geographic  segments is presented  in the  following
table.  The accounting  policies of the segments are the same as those described
in the summary of significant accounting policies in the Company's Annual Report
on Form 10K for the year  ended  December  31,  2000.  Net  sales by  reportable
geographic  segment reflect the  originating  source of the  unaffiliated  sale.
Intercompany  transfers  represent  the  originating  geographic  source  of the
transfer and principally reflect product assembly which is accounted for at cost
plus a nominal  profit.  In determining  earnings(loss)  before income taxes for
each geographic  segment,  sales and purchases between areas have been accounted
for on the basis of internal transfer prices set by the Company.
<PAGE>
<TABLE>
<CAPTION>

                           United
                           States     Europe      Far East    China    Corporate   Consolidated
                           ------     ------      --------    -----    ---------   ------------
<S>                       <C>         <C>         <C>         <C>      <C>         <C>
Three months ended
June 30, 2001:
Net sales (a) ..........  $43,000     $27,752      $13,244    $   31    $      -     $84,027
Intercompany transfers..   25,457      28,325       32,975     8,898     (95,655)          -
                          -------     -------      -------    ------    ---------    -------
Net sales...............   68,457      56,077       46,219     8,929     (95,655)     84,027
                          =======     =======      =======    ======    =========    =======

Interest income.........        -          18           51         1          16          86
Interest expense........        -           2           12         -       3,930       3,944
Depreciation and
  amortization expense..    2,803       1,714        2,369       806           -       7,692
Earnings(loss) before
  provision for (benefit
  from) income taxes....   (5,548)        197        3,547     2,273           -         469
Income tax (benefit)
  expense...............  $(1,364)    $   227      $ 1,223    $   55    $      -     $   141


Three months ended
June 30, 2000:
Net sales (a)...........  $ 68,882    $39,159      $20,277    $     -  $       -     $128,318
Intercompany transfers..    36,297     44,489       41,918     13,951   (136,655)           -
                          --------    -------      -------    -------  ----------    --------
Net sales...............   105,179     83,648       62,195     13,951   (136,655)     128,318
                          ========    =======      =======    =======  ==========    ========

Interest income.........         -         11           14          2         13           40
Interest expense........         -         52           22          -      4,774        4,848
Depreciation and
  amortization expense..     2,723      1,386        2,398        864          -        7,371
Earnings before provision
  for income taxes......     4,874      5,325        4,874      2,201          -       17,274
Income tax (benefit)
  expense...............  $  2,542    $ 1,740      $   535    $   364  $       -     $  5,181



                           United
                           States     Europe      Far East    China    Corporate   Consolidated
                           ------     ------      --------    -----    ---------   ------------

Six months ended
June 30, 2001:
Net sales (a) ..........  $ 91,032    $ 66,287     $ 28,634   $    82  $       -      $186,035
Intercompany transfers..    58,741      65,256       67,684    18,763   (210,444)            -
                          --------    --------     --------   -------  ----------     --------
Net sales...............   149,773     131,543       96,318    18,845   (210,444)      186,035
                          ========    ========     ========   =======  ==========     ========

Interest income.........         -          38           96         3         31           168
Interest expense........         -           4           29         -      7,967         8,000
Depreciation and
  amortization expense..     5,715       3,641        5,071     1,440          -        15,867
Earnings(loss) before
  provision for (benefit
  from) income taxes....   (15,590)      2,206        4,558     2,714          -        (6,112)
Income tax (benefit)
  expense...............  $ (4,706)   $  1,493     $  1,262   $   118  $       -      $ (1,833)

Six months ended
June 30, 2000:
Net sales (a)...........  $130,803    $ 74,840     $ 37,645   $     -  $       -      $243,288
Intercompany transfers..    72,113      86,501       82,162    27,122   (267,898)            -
                          --------    --------     --------   -------  ----------     --------
Net sales...............   202,916     161,341      119,807    27,122   (267,898)      243,288
                          ========    ========     ========   =======  ==========     ========

Interest income.........         -          15           24         7         25            71
Interest expense........         -         104           36         -     10,044        10,184
Depreciation and
  amortization expense..     5,422       2,707        4,870     1,730          -        14,729
Earnings before provision
  for income taxes......    11,812       9,444        6,484     3,154          -        30,894
Income tax expense......  $  5,276    $  3,110     $    457   $   424  $       -      $  9,267

</TABLE>
<PAGE>

(a) Included in United States net sales are export sales as follows:

             Three Months Ended June 30,            Six Months Ended June 30,
             ---------------------------            -------------------------
                  2001         2000                  2001             2000
                  ----         ----                  ----             ----

    Taiwan      $14,156      $18,823               $27,532          $35,610
    China        10,183       12,534                20,115           22,680
                -------      -------               -------          -------
                $24,339      $31,357               $47,647          $58,290
                =======      =======               =======          =======

    Net sales, by destination, within the European geographic segment are:

             Three Months Ended June 30,            Six Months Ended June 30,
             ---------------------------            -------------------------
                  2001         2000                  2001             2000
                  ----         ----                  ----             ----

    France       $ 2,460      $ 3,404              $ 5,665          $ 6,526
    Germany       12,876       16,298               29,771           31,630
    Italy          3,202        4,162                7,409            8,044
    U.K.           2,739        6,152                7,415           10,850
    Other          6,474        9,143               16,027           17,790
                 -------      -------              -------          -------
                 $27,751      $39,159              $66,287          $74,840
                 =======      =======              =======          =======


8.       DERIVATIVE INSTRUMENTS

Effective January 1, 2001, the Company adopted Statement of Financial Accounting
Standards  ("SFAS") No. 133 "Accounting  for Derivative  Instruments and Hedging
Activities"   which  was   subsequently   amended  by  SFAS  Nos.  137  and  138
(collectively  "SFAS  133").  SFAS  133  establishes  accounting  and  reporting
standards for derivative instruments,  including certain derivatives embedded in
other  contracts,  and hedging  activities and requires the Company to recognize
all derivative  instruments  as either assets or  liabilities  and measure those
instruments at fair value. Changes in fair values are required to be reported in
earnings or other  comprehensive  income  depending on the use of the derivative
and whether it qualifies for hedge accounting.  The adoption of SFAS 133 did not
have a significant  impact on the financial  position,  results of operations or
cash flows of the Company.

<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, 2000.

The following table sets forth items included in the statements of operations as
a percentage of net sales:

                                          Three Months             Six Months
                                         Ended June 30,          Ended June 30,
                                         --------------          --------------
                                         2001      2000          2001      2000
                                         ----      ----          ----      ----

Net sales.............................  100.0%    100.0%        100.0%    100.0%
Cost of sales.........................   75.9      69.2          74.7      69.6
                                        ------    ------        ------    ------
Gross profit..........................   24.1      30.8          25.3      30.4
Selling, general and administrative...   14.1      11.2          13.2      11.1
Research and development..............    3.4       1.4           3.0       1.4
Amortization of excess of cost over
  fair value of net assets acquired...    1.5       1.0           1.4       1.1
Restructuring.........................      -         -           4.8         -
Asset impairment......................      -         -           2.1         -
                                        ------     -----        ------    ------
Operating income......................    5.1      17.2           0.8      16.9
Other income..........................      -         -             -         -
Interest expense - net................    4.6       3.7           4.1       4.2
                                        ------    ------        ------    ------
Income(loss) before income taxes......    0.5      13.5          (3.3)     12.7
Provision for (benefit from) income
  taxes...............................    0.1       4.0          (1.0)      3.8
                                        ------    ------        -------   ------
Net income(loss)......................    0.4%      9.4%         (2.3%)     8.9%
                                        ======    ======        =======   ======

ADJUSTED EBITDA
---------------

EBITDA represents earnings before interest, taxes, depreciation and amortization
expense.  EDITDA is presented because the Company believes it is frequently used
by securities analysts, investors and other interested parties in the evaluation
of  companies  in our  industry.  However,  other  companies in our industry may
calculate  EBITDA  differently  than  we  do.  EBITDA  is not a  measurement  of
financial  performance  under accounting  principles  generally  accepted in the
United States of America and should not be considered as an  alternative to cash
flow from operating activities or as a measure of liquidity or as an alternative
to net income or as an indicator of the Company's  operating  performance or any
other measures of performance  derived in accordance with accounting  principles
generally accepted in the United States of America.

Adjusted  EBITDA is calculated by adding to EBITDA certain items of expense that
the  Company  believes  are not part of  continuing  operations,  consisting  of
pre-tax  charges  incurred in 2001 of $12.9  million for the  restructuring  and
asset impairment.


                        Three Months Ended June 30,   Six Months Ended June 30,
                        ---------------------------   -------------------------
                            2001          2000           2001           2000
                            ----          ----           ----           ----
Net income(loss).......   $   328       $12,093        $(4,279)       $21,627
Interest...............     3,858         4,808          7,832         10,113
Taxes..................       141         5,181         (1,833)         9,267
Depreciation and
  amortization(1)......     7,243         6,911         14,962         13,861
                          -------       -------        -------         ------
EBITDA.................    11,570        28,993         16,682         54,868
Restructuring and
  asset impairment.....         -             -         12,948              -
                          -------       -------        -------        -------
Adjusted EBITDA........   $11,570       $28,993        $29,630        $54,868
                          =======       =======        =======        =======


(1) Amortization of deferred financing fees is excluded from "Depreciation and
    amortization" and included in "Interest".
<PAGE>

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

NET SALES
---------

Net sales of $84.0  million for the three months  ended June 30, 2001  decreased
$44.3  million from $128.3  million for the  comparable  prior year period.  The
34.5%  decrease  is due  primarily  to a 27.5%  decrease  in unit  volume and an
approximate  5.2% decline in average  selling  prices.  For the six months ended
June 30, 2001 net sales  decreased  $57.3 million to $186.0  million from $243.3
million for the corresponding prior year period. The 23.5% decrease relates to a
17.4% decrease in volume and a 3.3% decline in average selling prices.

Geographically,  approximately 33% of net sales were generated from Europe,  45%
from the  Asia/Pacific  region and 22% from North  America for the three  months
ended June 30, 2001 compared with approximately 30% for each of Europe and North
America and 40% in Asia/Pacific for the corresponding prior year period. For the
six months ended June 30, 2001,  approximately  36% of net sales were  generated
from  Europe,  41% from the  Asia/Pacific  region  and 23% from  North  America,
compared with  approximately 30% for each of Europe and North America and 40% in
Asia Pacific for the corresponding prior year period.


COST OF SALES
-------------

Cost of sales for the three and six months ended June 30, 2001 of $63.7  million
and  $138.9  million  compared  to $88.8  million  and  $169.2  million  for the
corresponding prior year periods.  Cost of sales decreased $25.1 million for the
three months and $30.3  million for the six months.  The 28.3%  decrease for the
three  months  and 17.9%  decrease  for the six months is  principally  due to a
decrease in unit volume sales, ongoing cost reductions and reduced variable
compensation costs.

Accordingly,  gross  margin  for the three and six months  ended  June 30,  2001
represents 24.1% and 25.3% of net sales,  respectively,  compared with 30.8% and
30.4% in the  comparable  prior year  periods.  The decrease  relates to reduced
capacity  utilization and factory  absorption and a decline in worldwide average
selling prices.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------

Selling,  general and administrative expenses of $11.8 million and $24.5 million
for the three and six months ended June 30, 2001  decreased  from $14.4  million
and $27.0  million  from the  corresponding  prior year  periods  due to savings
achieved from the restructuring, cost containment initiatives enacted due to the
current slowdown in demand and reduced variable compensation. As a percentage of
net sales, selling,  general and administrative expenses have increased to 14.1%
and 13.2% for the three and six months  ended June 30, 2001 from 11.2% and 11.1%
in the comparable prior year periods due to lower revenues.


RESEARCH AND DEVELOPMENT EXPENSES
---------------------------------

Research and  development  spending  reflects the development of new products as
well  as  the  continued   modification  of  existing  products.   Research  and
development  expenses  of $2.9  million  and $5.5  million for the three and six
months ended June 30, 2001  increased from $1.8 million and $3.4 million for the
comparable  prior year periods.  The 65% and 62% increases for the three and six
months ended June 30, 2001,  respectively,  compared with the prior year periods
is due to costs  incurred  related to the  introduction  of new  products in the
power conditioning and protection portfolios,  expansion of the MOSFET offerings
and the development of power management  products  including  analog  Integrated
Circuits  ("I/C's").  As a percentage  of net sales,  research  and  development
expenses  represent  3.4% and 3.0% for the three and six  months  ended June 30,
2001  compared  with  1.4% for the  comparable  prior  year  periods  due to the
proportionately  higher  increase  in spending  coupled  with the decline in net
sales compared with the prior year.
<PAGE>

RESTRUCTURING AND ASSET IMPAIRMENT
----------------------------------

On February 7, 2001 the Company  announced a  comprehensive  restructuring  plan
designed to reduce costs and better align the  manufacturing  infrastructure  to
new  product   technologies  and  overall   near-term   reduced   volumes.   The
restructuring  program  and asset  impairment  responds  to today's  dynamic and
rapidly  changing  business  environment  characterized  by a severe  decline in
demand for certain products and an increasingly  competitive price  environment.
As a  result,  we were  required  to  outsource  manufacturing  of  lower-margin
products thereby creating a decline in machinery utilization and, in some cases,
obsolescence.

Restructuring  charges  recorded  in the six months  ended June 30, 2001 of $8.9
million  primarily  related to employee  separation  and  related  costs of $7.2
million  and  facility  and  other  incremental  costs  of $1.7  million.  Asset
impairment  charges  totaled $4.0 million.  This program is expected to generate
annual savings of  approximately  $7.0 million which began in the second quarter
of 2001.

As demand  continues to be weak,  the Company has been  reviewing  its worldwide
operations  and expects to incur a charge for the three months  ended  September
30, 2001 for costs to  restructure  in order to increase  efficiencies,  enhance
profitability,  significantly  reduce costs and subcontract the manufacturing of
certain mature products.


NET INTEREST EXPENSE
--------------------

Net  interest  expense  decreased to $3.9 million and $7.8 million for the three
and six months ended June 30, 2001 from $4.8  million and $10.1  million for the
corresponding prior year periods. This decrease relates to a $32.0 million and a
$41.0 million  reduction in the average debt balance  outstanding  for the three
and six months ended June 30, 2001, respectively,  and reduced borrowing rate on
floating rate debt.


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 six
months ended June 30, 2001 and 2000 is 30.0%.


ADJUSTED EBITDA
---------------

The $17.4  million and $25.2 million  decrease in adjusted  EBITDA for the three
and  six  months  ended  June  30,  2001,   respectively,   compared   with  the
corresponding  prior year periods is due primarily to decreased volume,  reduced
factory utilization and lower average selling prices.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Working capital at June 30, 2001 was $50.4 million  compared to $50.1 million at
December  31,  2000.  The  working  capital  increase of $0.3  million  resulted
primarily from  decreases in accounts  receivable,  accrued  expenses and income
taxes  payable.  The current ratio is 1.64 to 1 at June 30, 2001 compared with a
ratio of 1.50 to 1 at December 31, 2000.

During the six months  ended June 30,  2001 the Company  invested  approximately
$22.7 million in property,  plant and equipment primarily for capacity expansion
compared with $13.3 million for the corresponding prior year period. The Company
currently  plans to invest up to $40.0 million in capital  expenditures  for the
year ended December 31, 2001  principally for certain new products,  automation,
capacity  increases  (primarily for power management and conditioning  products)
and quality and system enhancements.

The Company  generated  cash flow from  operations  but  experienced  an overall
decrease in cash for the six months ended June 30, 2001 primarily due to the net
loss incurred and expenditures for property, plant and equipment offset in part,
by borrowings under the revolving credit line.

In December 1999, the Company  issued $172.5 million  principal  amount of 5.75%
convertible  subordinated notes (the "Convertible Notes") due December 15, 2006.
Interest  on the  Convertible  Notes  is  payable  semi-annually  on June 15 and
December 15 of each year,  commencing in June,  2000. The Convertible  Notes are
convertible  into 11.1 million  shares of the  Company's  common  stock,  at the
option of the holder, at a conversion price of $15.55 per share. The Convertible
Notes are redeemable at the Company's  option,  in whole or in part, at any time
on or after  December  15, 2002 at a premium of 103.286% of par value  declining
annually to 100.821% at December 15, 2005 and thereafter.  The Convertible Notes

<PAGE>

are subordinated to the Company's existing and future senior indebtedness ($58.0
million at June 30, 2001) and to certain  existing and future trade  payable and
other liabilities of certain of our subsidiaries (approximately $69.7 million at
June 30, 2001). The holders of the Convertible  Notes may require the Company to
repurchase the notes at par value, plus interest and liquidated damages, if any,
upon a change in control of the Company.  Proceeds  from the  Convertible  Notes
were used to repay outstanding  indebtedness under the Company's credit facility
described below.

In July 1997,  the  Company  entered  into a bank  credit  agreement,  which was
amended in December  1998 and in June 1999 (as  amended the "Credit  Agreement")
which  provides for a $350.0  million  secured  revolving  credit  facility that
matures on December 31, 2002. In December 1999, the commitment  amount under the
Credit  Agreement  was  permanently  reduced by $86.3  million (50% of the gross
proceeds from issuance of the Convertible  Notes) to $263.8 million.  The Credit
Agreement  requires the Company to pay a facility  fee on the total  commitment.
The Credit  Agreement  permits the Company to choose  between two interest  rate
options:  the  Adjusted  Base Rate (as  defined in the Credit  Agreement),  or a
Eurodollar  rate (LIBOR) plus a margin which varies based on the Company's ratio
of  indebtedness  to  earnings  before   interest,   taxes,   depreciation   and
amortization  as defined in the Credit  Agreement.  The facility fee also varies
based on that ratio.  The Company is also able to set interest  rates  through a
competitive bid procedure.

The Credit  Agreement  contains  financial  and operating  covenants,  including
limitations  on  guarantee  obligations,  liens,  sale of assets,  indebtedness,
investments, capital expenditures, payment of dividends and leases, and requires
the maintenance of certain  financial  ratios.  In addition,  certain changes in
control  of the  Company  would  cause an  event of  default  under  the  Credit
Agreement.  The December 1998 and June 1999 amendments  revised certain covenant
compliance  calculations  to provide the Company  with greater  flexibility.  As
required by the Credit  Agreement,  the  Company  entered  into a guarantee  and
collateral  agreement  in  August  1999  under  which  substantially  all of the
domestic  assets and a portion of the capital stock of its foreign  subsidiaries
were pledged as security to the lenders. At June 30, 2001 and December 31, 2000,
the Company  was in  compliance  with all such  amended  covenants.  The Company
reviews financial projections on a regular basis. In light of the aforementioned
restructuring  charge expected to be incured in the three months ended September
30, 2001 coupled with current projections for the remainder of 2001, the Company
is considering  what revisions to the revolving credit facility may be necessary
to  maintain  compliance  in the  future.  Ability  to make  payments  on and to
refinance  the   indebtedness,   to  remain  in  compliance   with  the  various
restrictions  and  covenants  found in the credit  agreement and to fund working
capital,  capital  expenditures,  research and development efforts and strategic
acquisitions  will  depend on the  Company's  ability  to  generate  cash in the
future, which is subject to, among other things, future operating performance.

The weighted  average  interest rate on the Company's  long-term debt as of June
30, 2001 and 2000 was 5.8% and 6.7%, respectively.

At June 30, 2001 there were $11.0 million of letters of credit  outstanding that
reduce the amount that can be  borrowed  against the  Company's  $263.8  million
credit facility.

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 cash
flow needs from the results of its operations,  working capital and the existing
credit   agreement.   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.


NEW EUROPEAN CURRENCY
---------------------

A new European  currency  ("Euro") was introduced in January 1999 to replace the
separate  currencies of eleven  individual  countries.  The Company will need to
modify its  payroll,  benefits  and  pension  systems,  and  internal  financial
reporting  systems  to be  able to  process  transactions  in the new  currency.
Necessary modifications to contracts with suppliers and customers are being made
on an ongoing  basis to reflect  the new Euro  currency.  Since 2001 is the last
year of a three-year  transition period during which transactions may be made in
the  old  currencies,  it is the  Company's  intention  to  have  the  necessary
modifications  developed and  implemented by January 1, 2002. This may require a
dual currency process until the conversion is complete.  The cost of this effort
is not expected to be material and is being  expensed as incurred.  There can be
no assurance, however, that all problems will be foreseen and corrected, or that
no material disruption of the Company's business will occur. The Company has not
experienced any material negative impact to date as a result of the introduction
of the Euro.
<PAGE>


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, 2000,  the Company's 2000 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/A for a discussion  of the factors  that may cause  actual  results to
differ from the results discussed in these forward looking statements.
<PAGE>
                           PART II - OTHER INFORMATION

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

           See Part I, Note 4 to the Consolidated Financial Statements.


Item 5.    Submission of Matters to a Vote of Stockholders
           -----------------------------------------------

           General Semiconductor held an Annual Meeting of Stockholders on
           May 9, 2001.

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

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

               C. Scott Kulicke            35,770,155           143,233
               Ronald A. Ostertag          35,543,505           369,883
               Ronald Rosenzweig           35,769,480           143,908
               Peter A. Schwartz           35,769,530           143,858
               Samuel L. Simmons           35,767,835           145,553
               Prof. Gerard T. Wrixon      35,770,283           143,105


          2.   The  stockholders  ratified  the  appointment  of Deloitte &
               Touche, LLP as independent auditor for the Company for the 2001
               fiscal year by a vote of 35,872,072 shares in favor of the
               appointment, 32,564 shares against the appointment and 8,752
               shares abstaining.

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

           (a)    Exhibits
                  --------

                  10.11.1+  Second Amendment to the General Semiconductor, Inc.
                            Supplemental Executive Retirement Plan, dated as of
                            May 18, 2001.
                  10.13.1+  Second Amendment to the Amended and Restated
                            Severance Protection Agreement between Ronald A.
                            Ostertag and General Semiconductor, Inc., dated as
                            of July 18, 2001.
                  10.14.1+  Second Amendment to the Amended and Restated
                            Severance Protection Agreement, dated July 18, 2001.
                  99        Forward Looking Information

                  _______________________________
                  +  Management compensation.


           (b)    Reports on Form 8-K
                  -------------------

                  1) The Company  filed a Form 8-K with the SEC,  dated April 4,
                     2001, to report under Item 5 of that Form that a press
                     release was issued on April 3, 2001 announcing its review
                     of Vishay Intertechnology Inc.'s acquisition proposal and
                     that a press release was issued on April 4, 2001 announcing
                     that a letter was sent to Vishay Intertechnology Inc. in
                     response to the acquisition proposal.  Copies of the press
                     releases were filed as exhibits to the Form 8-K.
                  2) The Company filed a Form 8-K with the SEC, dated April 19,
                     2001, to report under Item 5 of that Form that a press
                     release was issued on April 18, 2001 rejecting Vishay
                     Intertechnology Inc.'s unsolicited acquisition proposal,and
                     a press release was issued on April 19, 2001 announcing
                     earnings for the three months ended March 31, 2001 and
                     that the Board of Directors of the Company adopted
                     amendments to Article II, Section 11 and Article IV,
                     Section 7 of the Company's Amended and Restated By-Laws.
                     Copies of the press releases and the Amended and Restated
                     By-Laws were filed as exhibits to the Form 8-K.
                  3) The Company filed a Form 8-K with the SEC, dated April 30,
                     2001, to report under Item 5 of that Form that a press
                     release was issued on April 25, 2001 reiterating its
                     rejection of Vishay Intertechnology, Inc.'s acquisition
                     proposal.  A copy of the press release was filed as an
                     exhibit to the Form 8-K.
                  4) The Company filed a Form 8-K with the SEC, dated June 15,
                     2001, to report under Item 5 of that Form that a press
                     release was issued on June 15, 2001 announcing updated
                     earnings estimates for the quarter ended June 30, 2001.
                     A copy of the press release was filed as an exhibit to the
                     Form 8-K.
<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 27, 2001           /s/Linda Grambow
---------------           ------------------
Date                      Linda Grambow
                          Corporate Controller (Principal Accounting Officer)
                          Signing both in her capacity as a duly authorized
                          officer on behalf of the Registrant and as Chief
                          Accounting Officer of the Registrant
<PAGE>

                                                                 EXHIBIT 10.11.1




                                SECOND AMENDMENT
                                     TO THE
                           GENERAL SEMICONDUCTOR, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

     The General  Semiconductor,  Inc. Supplemental Executive Retirement Plan is
hereby amended as follows, effective upon execution hereof:

                            I.

Section 2.4 (ii) is amended to read:

(ii) in  the  event  of  a  Change  of  Control   (as  defined  in  the  General
     Semiconductor,  Inc. Amended and Restated 1998 Long-Term Incentive Plan, as
     amended)  the  present  value  lump  sum   actuarial   equivalent  of  each
     participant's  Supplemental  Benefit  on the date of the  Change of Control
     (including  Supplemental  Benefits  then  in  pay  status)  shall  be  paid
     immediately in a lump sum in cash.

                           II.

Except as amended herein, the Plan shall remain in full force and effect.

     IN WITNESS WHEREOF,  General Semiconductor,  Inc. has caused this amendment
to be executed this 18th day of May, 2001.


                                          GENERAL SEMICONDUCTOR, INC.



                                          By:  /s/ Ronald A. Ostertag___________
                                               Ronald A. Ostertag
                                               Chief Executive Officer

<PAGE>
                                                                 EXHIBIT 10.13.1


                             Second Amendment to the
               Amended and Restated Severance Protection Agreement
           between Ronald A. Ostertag and General Semiconductor, Inc.

     THIS  AMENDMENT,  made as of July 18, 2001 between  General  Semiconductor,
Inc., a Delaware  corporation  (the  "Corporation")  and Ronald A. Ostertag (the
"Executive").

     WHEREAS, the  Corporation and the "Executive" have entered into a severance
protection agreement ("Severance Agreement"); and

     WHEREAS,  on July 18, 2001 the Board of Directors  determined that it is in
the best interest of the  Corporation  to amend the definition of "Base Amount,"
"Bonus Amount" and "Change in Control" in the Severance Agreement;

     NOW,  THEREFORE,  the  Corporation  and  the  Executive  hereby  amend  the
Severance Agreement as follows, effective July 18, 2001:

     Section 13, Definitions, is amended to read:

     13.1.  Accrued Compensation.  For  purposes  of  this  Agreement,  "Accrued
Compensation"  shall mean all amounts of compensation  for services  rendered to
the  Corporation  or any of its  Affiliates  that  have been  earned or  accrued
through the  Termination  Date but that have not been paid as of the Termination
Date including  (a) base salary,  (b) reimbursement for reasonable and necessary
business  expenses  incurred by the Executive on behalf of the Corporation or of
its Affiliates of the  Corporation  during the period ending on the  Termination
Date,  (c) vacation pay and (d) bonuses and  incentive  compensation;  provided,
however,  that Accrued  Compensation  shall not include any amounts described in
clause  (a) or  clause  (d) that  have  been  deferred  pursuant  to any  salary
reduction or deferred compensation elections made by the Executive.

     13.2. Affiliate. For purposes of this Agreement, "Affiliate" shall mean any
entity,  directly or  indirectly,  controlled  by,  controlling  or under common
control with the  Corporation  or any  corporation  or other  entity  acquiring,
directly or indirectly,  all or substantially all the assets and business of the
Corporation, whether by operation of law or otherwise.

     13.3. Base Amount. For purposes of this Agreement, "Base Amount" shall mean
the  Executive's  annual base salary at the greatest  rate in effect at any time
during  the  period  beginning  on June 1,  2001 and  ending  on the date of the
Executive's  termination of employment,  determined without regard to any salary
reduction or deferred compensation elections made by the Executive.

     13.4.  Bonus Amount.  For purposes of this Agreement,  "Bonus Amount" shall
mean the target annual bonus payable to the Executive  under the Incentive  Plan
in respect of the fiscal year of the  Corporation  during which the  Termination
Date occurs or, if greater,  the target  annual bonus  payable to the  Executive
under the Incentive Plan in respect of the fiscal year of the Corporation during
which the Change in Control  occurs.  For  purposes of this  Section  13.4,  the
target annual bonus payable to the Executive shall be calculated  using the Base
Amount.

     13.5. Cause. For purposes of this Agreement, a termination of employment is
for "Cause" if the Executive has been  convicted of a felony or the  termination
is evidenced by a resolution adopted in good faith by two-thirds of the Board of
Directors of the Corporation that the Executive:

          (a) intentionally and continually failed  substantially to perform his
     reasonably  assigned duties with the Corporation and its Affiliates  (other
     than a failure resulting from the Executive's incapacity due to physical or
     mental   illness  or  from  the  assignment  to  the  Executive  of  duties
     inconsistent  with  those he  performs  as of a Change  in  Control)  which
     failure continued for a period of at least thirty (30) days after a written
     notice of demand for substantial  performance,  signed by a duly authorized
     officer of the Corporation,  has been delivered to the Executive specifying
     the manner in which the Executive has failed substantially to perform, or

          (b)  intentionally  engaged  in  conduct  which  is  demonstrably  and
     materially  injurious  to the  Corporation  and its  Affiliates;  provided,
     however,  that no termination of the  Executive's  employment  shall be for
     Cause as set forth in this Section  13.5(b) until (1) there shall have been
     delivered  to the  Executive a copy of a written  notice,  signed by a duly
     authorized officer of the Corporation, setting forth that the Executive was
     guilty of the conduct set forth in this Section 13.5(b) and  specifying the
     particulars  thereof  in  detail,  and  (2) the  Executive  shall have been
     provided an  opportunity to be heard in person by the Board of Directors of
     the  Corporation  (with the  assistance of the  Executive's  counsel if the
     Executive so desires).

          No act,  nor  failure  to  act,  on the  Executive's  part,  shall  be
     considered  "intentional" unless the Executive has acted, or failed to act,
     with a lack of good  faith and with a lack of  reasonable  belief  that the
     Executive's  action  or  failure  to act was in the  best  interest  of the
     Corporation and its Affiliates.  Notwithstanding anything contained in this
     Agreement to the contrary,  no failure to perform by the Executive  after a
     Notice of  Termination is given to the  Corporation by the Executive  shall
     constitute Cause for purposes of this Agreement.

          13.6 Change in Control.  For  purposes of this  Agreement,  "Change in
     Control" shall mean the occurrence of any of the following:

               (a) An acquisition  (other than directly from the Corporation) of
          any voting securities of the Corporation (the "Voting  Securities") by
          any  Person,  immediately  after  which such  Person  has  "Beneficial
          Ownership"  (within  the meaning of Rule 13d-3  promulgated  under the
          Exchange  Act) of  thirty-three  percent  (33%)  or  more of the  then
          outstanding  Shares or the combined voting power of the  Corporation's
          then outstanding Voting Securities;  provided, however, in determining
          whether a Change in Control  has  occurred  pursuant  to this  Section
          13.6(a),   Shares  or  Voting  Securities  which  are  acquired  in  a
          "Non-Control   Acquisition"   (as   hereinafter   defined)  shall  not
          constitute  an  acquisition  which would cause a Change in Control.  A
          "Non-Control Acquisition" shall mean an acquisition by (i) an employee
          benefit plan (or a trust forming a part thereof) maintained by (A) the
          Corporation or (B) any corporation or other Person of which a majority
          of its voting power or its voting equity securities or equity interest
          is owned, directly or indirectly,  by the Corporation (for purposes of
          this  definition,  a "Related  Entity"),  (ii) the  Corporation or any
          Related Entity,  or (iii) any Person in connection with a "Non-Control
          Transaction" (as hereinafter defined);

               (b) The individuals  who, as of July 18, 2001, are members of the
          Board (the "Incumbent Board"), cease, for any reason, to constitute at
          least  two-thirds  (2/3) of the  members of the Board or,  following a
          Merger (as defined  below) which results in a Parent  Corporation  (as
          defined in paragraph  (c)(i)(A) below),  the board of directors of the
          ultimate Parent Corporation;  provided, however, that if the election,
          or nomination for election by the Corporation's  common  stockholders,
          of any new  director  was  approved  by a vote of at least  two-thirds
          (2/3) of the Incumbent Board, such new director shall, for purposes of
          this Plan, be considered as a member of the Incumbent Board;  provided
          further,  however,  that no individual shall be considered a member of
          the Incumbent Board if such individual  initially  assumed office as a
          result  of  either an actual  or  threatened  "Election  Contest"  (as
          described in Rule 14a-11  promulgated under the Exchange Act) or other
          actual or  threatened  solicitation  of proxies or  consents  by or on
          behalf of a Person other than the Board (a "Proxy Contest")  including
          by reason of any  agreement  intended to avoid or settle any  Election
          Contest or Proxy Contest; or

               (c) The consummation of:

                         (i) A merger,  consolidation or reorganization  with or
                    into  the   Corporation  or  in  which   securities  of  the
                    Corporation are issued (a "Merger"), unless such Merger is a
                    "Non-Control Transaction." A "Non-Control Transaction" shall
                    mean a Merger where:

                         (A) the  stockholders of the  Corporation,  immediately
                    before the Merger own  directly  or  indirectly  immediately
                    following  the Merger,  at least a majority of the  combined
                    voting power of the  outstanding  voting  securities  of the
                    corporation   resulting  from  the  Merger  (the  "Surviving
                    Corporation") if fifty percent (50%) or more of the combined
                    voting power of the then  outstanding  Voting  Securities of
                    the Surviving Corporation is not Beneficially Owned directly
                    or indirectly by another Person (a "Parent  Corporation") or
                    if there are one or more Parent  Corporations,  the ultimate
                    Parent Corporation, and

                         (B) the individuals,  who were members of the Incumbent
                    Board  immediately  prior to the  execution of the agreement
                    providing for the Merger,  constitute at least a majority of
                    the  members  of the  board of  directors  of the  Surviving
                    Corporation  if there is no  Parent  Corporation,  or (y) if
                    there  are one or more  Parent  Corporations,  the  ultimate
                    Parent Corporation, and

                         (C) no Person other than (1) the  Corporation,  (2) any
                    Related Entity,  (3) any employee benefit plan (or any trust
                    forming  a part  thereof)  that,  immediately  prior  to the
                    Merger,  was  maintained by the  Corporation  or any Related
                    Entity,  or (4) any  Person  who,  immediately  prior to the
                    Merger,  had Beneficial  Ownership of  thirty-three  percent
                    (33%) or more of the then outstanding  Voting  Securities or
                    Shares,  has Beneficial  Ownership of  thirty-three  percent
                    (33%)  or more of the  combined  voting  power  of the  then
                    outstanding  voting  securities  or common  stock of (x) the
                    Surviving Corporation if there is no Parent Corporation,  or
                    (y) if  there  are  one or  more  Parent  Corporations,  the
                    ultimate   Parent   Corporation   (a  Business   Combination
                    satisfying  the  conditions  of clauses  (1), (2) and (3) of
                    this subparagraph (A) shall be referred to as a "Non-Control
                    Transaction");

                         (ii)  A  complete  liquidation  or  dissolution  of the
                    Corporation; or

                         (iii)  The  sale  or  other   disposition   of  all  or
                    substantially  all of the assets of the  Corporation  to any
                    Person  (other  than a transfer  to a Related  Entity or the
                    distribution to the Corporation's  stockholders of the stock
                    of a Related Entity or any other assets).

                         Notwithstanding  the  foregoing,  a Change  in  Control
                    shall not be deemed to occur solely  because any Person (the
                    "Subject Person") acquired Beneficial Ownership of more than
                    the  permitted  amount  of the then  outstanding  Shares  or
                    Voting  Securities as a result of the  acquisition of Shares
                    or Voting  Securities by the Corporation  which, by reducing
                    the number of Shares or Voting  Securities then outstanding,
                    increases  the  proportional  number of shares  Beneficially
                    Owned by the Subject  Persons,  provided that if a Change in
                    Control would occur (but for the operation of this sentence)
                    as  a  result  of  the   acquisition  of  Shares  or  Voting
                    Securities  by  the   Corporation,   and  after  such  share
                    acquisition by the  Corporation,  the Subject Person becomes
                    the  Beneficial  Owner of any  additional  Shares  or Voting
                    Securities  Beneficially Owned by the Subject Person, then a
                    Change in Control shall occur.

                         13.7. Corporation.  For purposes of this Agreement, all
                    references to the  Corporation  shall include its Successors
                    and Assigns.

                         13.8.  Disability.  For  purposes  of  this  Agreement,
                    "Disability" shall mean a physical or mental infirmity which
                    impairs the Executive's ability to substantially perform his
                    duties with the Corporation for six (6) consecutive  months,
                    and  within  the  time  period  set  forth  in a  Notice  of
                    Termination  given to the Executive (which time period shall
                    not be less than thirty (30) days),  the Executive shall not
                    have  returned  to  full-time  performance  of  his  duties;
                    provided,  however,  that  if the  Corporation's  Long  Term
                    Disability  Plan,  or any  successor  plan (the  "Disability
                    Plan"), is then in effect, the Executive shall not be deemed
                    disabled for purposes of this Agreement unless the Executive
                    is also eligible for "Total  Disability"  (as defined in the
                    Disability  Plan) benefits (or similar benefits in the event
                    of a successor plan) under the Disability Plan.

                         13.9.  Exchange  Act. For  purposes of this  agreement,
                    "Exchange  Act" shall mean the  Securities  Exchange  Act of
                    1934, as amended.

                         13.10.  Incentive Plan. For purposes of this Agreement,
                    "Incentive Plan" shall mean the General Semiconductor,  Inc.
                    Management Incentive Plan, or any successor annual incentive
                    plan, maintained by the Corporation.

                         13.11.  Notice of Termination.  For  purposes  of  this
                    Agreement,   following  a  Change  in  Control,  "Notice  of
                    Termination"  shall mean a written  notice of termination of
                    the  Executive's  employment,  signed by the Executive if to
                    the  Corporation  or by a  duly  authorized  officer  of the
                    Corporation  if  to  the  Executive,   which  indicates  the
                    specific  termination  provision in this Agreement,  if any,
                    relied  upon and which sets forth in  reasonable  detail the
                    facts  and  circumstances  claimed  to  provide  a basis for
                    termination  of  the   Executive's   employment   under  the
                    provision so indicated.

                         13.12. Person. For purposes of this Agreement, "Person"
                    shall mean a person within the meaning of Sections 13(d) and
                    14(d) of the Exchange Act.

                         13.13.  Pro Rata Bonus. For purposes of this Agreement,
                    "Pro Rata Bonus" shall mean the Bonus Amount multiplied by a
                    fraction of the  numerator of which is the number of days in
                    the year in which an  Executive's  Termination  Date  occurs
                    through the termination date and the denominator of which is
                    365.

                         13.14.  Subsidiary.  For  purposes  of this  Agreement,
                    "Subsidiary"  shall mean a corporation as defined in Section
                    424(f) (or a  successor  provision  to such  section) of the
                    Internal  Revenue Code of 1986, as amended,  and regulations
                    and rulings  thereunder,  with General  Semiconductor,  Inc.
                    being  treated as the employer  corporation  for purposes of
                    this definition.

                         13.15.  Successors and Assigns.  For  purposes  of this
                    Agreement, "Successors and Assigns" shall mean, with respect
                    to the  Corporation or a Subsidiary,  a corporation or other
                    entity  acquiring  all or  substantially  all the assets and
                    business of the Corporation or the  Subsidiary,  as the case
                    may be (including  this  Agreement)  whether by operation of
                    law or otherwise.

                         13.16.   Termination Date.   For   purposes   of   this
                    Agreement,  "Termination Date" shall mean (a) in the case of
                    the  Executive's  death,  his  date  of  death,  (b)  if the
                    Executive's employment is terminated for Disability,  thirty
                    (30) days after  Notice of  Termination  is given  (provided
                    that  the   Executive   shall  not  have   returned  to  the
                    performance  of his duties on a full-time  basis during such
                    thirty  (30)  day   period)  and  (c)  if  the   Executive's
                    employment  is  terminated  for any other  reason,  the date
                    specified in the Notice of Termination  (which,  in the case
                    of a  termination  for Cause  shall not be less than  thirty
                    (30) days, and in the case of a termination by the Executive
                    shall not be more than sixty  (60) days,  from the date such
                    Notice of Termination is given); provided,  however, that if
                    within thirty (30) days after any Notice of  Termination  is
                    given the party receiving such Notice of Termination in good
                    faith  notifies  the  other  party  that  a  dispute  exists
                    concerning the basis for the  termination,  the  Termination
                    Date  shall be the  date on which  the  dispute  is  finally
                    determined,  either  by  mutual  written  agreement  of  the
                    parties,  or by the  final  judgment,  order or  decree of a
                    court  of  competent   jurisdiction  (the  time  for  appeal
                    therefrom  having  expired and no appeal having been taken).
                    Notwithstanding  the  pendency  of  any  such  dispute,  the
                    Corporation  shall  continue to pay the  Executive  his Base
                    Amount and continue the  Executive as a  participant  in all
                    compensation,  incentive,  bonus,  pension,  profit sharing,
                    medical,   hospitalization,   dental,   life  insurance  and
                    disability  benefit plans in which he was participating when
                    the notice  giving rise to the dispute was given,  until the
                    dispute is finally  resolved in accordance with this Section
                    13.16 whether or not the dispute is resolved in favor of the
                    Corporation,  and the  Executive  shall not be  obligated to
                    repay  to the  Corporation  any  amounts  paid  or  benefits
                    provided pursuant to this sentence.



                                                    General Semiconductor, Inc.


                                                    By:   /s/Robert J. Gange
                                                          ------------------
                                                          Robert J. Gange


                                                    By:   /s/Ronald A. Ostertag
                                                          ---------------------
                                                          Ronald A. Ostertag

<PAGE>
                                                                EXHIBIT 10.14.1


                             Second Amendment to the
               Amended and Restated Severance Protection Agreement

                         THIS  AMENDMENT,  made  as of  July  18,  2001  between
                    General  Semiconductor,  Inc., a Delaware  corporation  (the
                    "Corporation"), and ______________ (the "Executive").

                         WHEREAS,  the Company and the  Executive  have  entered
                    into   a   severance   protection   agreement    ("Severance
                    Agreement"); and

                         WHEREAS,  on July  18,  2001  the  Board  of  Directors
                    determined   that  it  is  in  the  best   interest  of  the
                    Corporation to amend the definition of "Base Amount," "Bonus
                    Amount" and "Change in Control" in the Severance Agreement;

                         NOW,  THEREFORE,  the  Corporation  and  the  Executive
                    hereby amend the Severance  Agreement as follows,  effective
                    July 18, 2001:

                         Section 13, Definitions, is amended to read:

                         13.1.   Accrued Compensation.   For  purposes  of  this
                    Agreement,  "Accrued Compensation" shall mean all amounts of
                    compensation for services rendered to the Corporation or any
                    of its Affiliates  that have been earned or accrued  through
                    the  Termination  Date but that have not been paid as of the
                    Termination   Date   including    (a) base    salary,    (b)
                    reimbursement for reasonable and necessary business expenses
                    incurred by the Executive on behalf of the Corporation or of
                    its Affiliates of the  Corporation  during the period ending
                    on the  Termination  Date,  (c) vacation pay and (d) bonuses
                    and incentive compensation;  provided, however, that Accrued
                    Compensation  shall not  include any  amounts  described  in
                    clause (a) or clause (d) that have been deferred pursuant to
                    any salary reduction or deferred compensation elections made
                    by the Executive.

                         13.2.  Affiliate.   For  purposes  of  this  Agreement,
                    "Affiliate"  shall mean any entity,  directly or indirectly,
                    controlled by,  controlling or under common control with the
                    Corporation or any  corporation  or other entity  acquiring,
                    directly or indirectly,  all or substantially all the assets
                    and business of the Corporation, whether by operation of law
                    or otherwise.

                         13.3.  Base Amount.  For  purposes  of this  Agreement,
                    "Base Amount" shall mean the Executive's  annual base salary
                    at the greatest rate in effect at any time during the period
                    beginning  on June 1,  2001  and  ending  on the date of the
                    Executive's  termination of employment,  determined  without
                    regard to any  salary  reduction  or  deferred  compensation
                    elections made by the Executive.

                         13.4.  Bonus  Amount.  For purposes of this  Agreement,
                    "Bonus Amount" shall mean the target annual bonus payable to
                    the  Executive  under the  Incentive  Plan in respect of the
                    fiscal year of the Corporation  during which the Termination
                    Date occurs or, if greater,  the target annual bonus payable
                    to the Executive  under the Incentive Plan in respect of the
                    fiscal year of the  Corporation  during  which the Change in
                    Control  occurs.  For  purposes of this  Section  13.4,  the
                    target  annual  bonus  payable  to the  Executive  shall  be
                    calculated using the Base Amount.

                         13.5.   Cause.  For  purposes  of  this  Agreement,   a
                    termination  of  employment  is for "Cause" if the Executive
                    has  been  convicted  of a  felony  or  the  termination  is
                    evidenced  by  a   resolution   adopted  in  good  faith  by
                    two-thirds of the Board of Directors of the Corporation that
                    the Executive:  (a)  intentionally  and  continually  failed
                    substantially to perform his reasonably assigned duties with
                    the  Corporation  and its  Affiliates  (other than a failure
                    resulting from the Executive's incapacity due to physical or
                    mental  illness or from the  assignment  to the Executive of
                    duties that would  constitute  Good  Reason)  which  failure
                    continued  for a period of at least thirty (30) days after a
                    written notice of demand for substantial performance, signed
                    by a duly authorized  officer of the  Corporation,  has been
                    delivered to the  Executive  specifying  the manner in which
                    the Executive has failed substantially to perform, or

                         (b)   intentionally   engaged  in   conduct   which  is
                    demonstrably and materially injurious to the Corporation and
                    its Affiliates;  provided,  however,  that no termination of
                    the Executive's  employment  shall be for Cause as set forth
                    in this  Section  13.5(b)  until  (1) there  shall have been
                    delivered  to the  Executive  a copy  of a  written  notice,
                    signed  by a duly  authorized  officer  of the  Corporation,
                    setting  forth that the  Executive was guilty of the conduct
                    set  forth  in  this  Section  13.5(b) and   specifying  the
                    particulars  thereof in detail,  and (2) the Executive shall
                    have been provided an  opportunity  to be heard in person by
                    the  Board  of  Directors  of  the  Corporation   (with  the
                    assistance  of the  Executive's  counsel if the Executive so
                    desires).

                         No act,  nor failure to act, on the  Executive's  part,
                    shall be considered  "intentional"  unless the Executive has
                    acted,  or failed to act, with a lack of good faith and with
                    a lack of reasonable  belief that the Executive's  action or
                    failure to act was in the best  interest of the  Corporation
                    and its Affiliates.  Notwithstanding  anything  contained in
                    this Agreement to the contrary, no failure to perform by the
                    Executive  after a  Notice  of  Termination  is given to the
                    Corporation  by the  Executive  shall  constitute  Cause for
                    purposes of this Agreement.

                         13.6.   Change  in  Control.   For   purposes  of  this
                    Agreement,  "Change in Control" shall mean the occurrence of
                    any of the following:

                         (a)  An  acquisition  (other  than  directly  from  the
                    Corporation)  of any voting  securities  of the  Corporation
                    (the "Voting  Securities") by any Person,  immediately after
                    which such  Person has  "Beneficial  Ownership"  (within the
                    meaning of Rule 13d-3 promulgated under the Exchange Act) of
                    thirty-three  percent (33%) or more of the then  outstanding
                    Shares or the  combined  voting  power of the  Corporation's
                    then outstanding Voting Securities;  provided,  however,  in
                    determining   whether  a  Change  in  Control  has  occurred
                    pursuant  to  this  Section  13.6  (a),   Shares  or  Voting
                    Securities which are acquired in a "Non-Control Acquisition"
                    (as hereinafter defined) shall not constitute an acquisition
                    which  would  cause a  Change  in  Control.  A  "Non-Control
                    Acquisition"  shall mean an  acquisition  by (i) an employee
                    benefit plan (or a trust forming a part thereof)  maintained
                    by (A) the  Corporation  or (B)  any  corporation  or  other
                    Person of which a majority of its voting power or its voting
                    equity  securities or equity interest is owned,  directly or
                    indirectly,   by  the  Corporation  (for  purposes  of  this
                    definition, a "Related Entity"), (ii) the Corporation or any
                    Related  Entity,  or (iii) any Person in  connection  with a
                    "Non-Control Transaction" (as hereinafter defined);

                         (b) The  individuals  who,  as of July  18,  2001,  are
                    members of the Board (the "Incumbent Board"), cease, for any
                    reason,  to  constitute  at  least  two-thirds  (2/3) of the
                    members  of the Board or,  following  a Merger  (as  defined
                    below) which results in a Parent  Corporation (as defined in
                    paragraph  (c)(i)(A)  below),  the board of directors of the
                    ultimate Parent Corporation;  provided, however, that if the
                    election,  or nomination  for election by the  Corporation's
                    common  stockholders,  of any new director was approved by a
                    vote of at least  two-thirds  (2/3) of the Incumbent  Board,
                    such new  director  shall,  for  purposes  of this Plan,  be
                    considered  as a member  of the  Incumbent  Board;  provided
                    further,  however,  that no individual shall be considered a
                    member of the Incumbent Board if such  individual  initially
                    assumed office as a result of either an actual or threatened
                    "Election  Contest" (as described in Rule 14a-11 promulgated
                    under  the  Exchange  Act) or  other  actual  or  threatened
                    solicitation  of  proxies or  consents  by or on behalf of a
                    Person other than the Board (a "Proxy Contest") including by
                    reason of any  agreement  intended  to avoid or  settle  any
                    Election Contest or Proxy Contest; or

                           (c)      The consummation of:

                         (i) A merger,  consolidation or reorganization  with or
                    into  the   Corporation  or  in  which   securities  of  the
                    Corporation are issued (a "Merger"), unless such Merger is a
                    "Non-Control Transaction." A "Non-Control Transaction" shall
                    mean a Merger where:

                         (A) the  stockholders of the  Corporation,  immediately
                    before the Merger own  directly  or  indirectly  immediately
                    following  the Merger,  at least a majority of the  combined
                    voting power of the  outstanding  voting  securities  of the
                    corporation   resulting  from  the  Merger  (the  "Surviving
                    Corporation") if fifty percent (50%) or more of the combined
                    voting power of the then  outstanding  Voting  Securities of
                    the Surviving Corporation is not Beneficially Owned directly
                    or indirectly by another Person (a "Parent  Corporation") or
                    if there are one or more Parent  Corporations,  the ultimate
                    Parent Corporation, and

                         (B) the individuals,  who were members of the Incumbent
                    Board  immediately  prior to the  execution of the agreement
                    providing for the Merger,  constitute at least a majority of
                    the members of the board of directors  of (x) the  Surviving
                    Corporation  if there is no  Parent  Corporation,  or (y) if
                    there  are one or more  Parent  Corporations,  the  ultimate
                    Parent Corporation, and

                         (C) no Person other than (1) the  Corporation,  (2) any
                    Related Entity,  (3) any employee benefit plan (or any trust
                    forming  a part  thereof)  that,  immediately  prior  to the
                    Merger,  was  maintained by the  Corporation  or any Related
                    Entity,  or (4) any  Person  who,  immediately  prior to the
                    Merger,  had Beneficial  Ownership of  thirty-three  percent
                    (33%) or more of the then outstanding  Voting  Securities or
                    Shares,  has Beneficial  Ownership of  thirty-three  percent
                    (33%)  or more of the  combined  voting  power  of the  then
                    outstanding  voting  securities  or common  stock of (x) the
                    Surviving Corporation if there is no Parent Corporation,  or
                    (y) if  there  are  one or  more  Parent  Corporations,  the
                    ultimate   Parent   Corporation   (a  Business   Combination
                    satisfying  the  conditions  of clauses  (1), (2) and (3) of
                    this subparagraph (C) shall be referred to as a "Non-Control
                    Transaction");

                         (ii)  A  complete  liquidation  or  dissolution  of the
                    Corporation; or

                         (iii)  The  sale  or  other   disposition   of  all  or
                    substantially  all of the assets of the  Corporation  to any
                    Person  (other  than a transfer  to a Related  Entity or the
                    distribution to the Corporation's  stockholders of the stock
                    of a Related Entity or any other assets).

                         Notwithstanding  the  foregoing,  a Change  in  Control
                    shall not be deemed to occur solely  because any Person (the
                    "Subject Person") acquired Beneficial Ownership of more than
                    the  permitted  amount  of the then  outstanding  Shares  or
                    Voting  Securities as a result of the  acquisition of Shares
                    or Voting  Securities by the Corporation  which, by reducing
                    the number of Shares or Voting  Securities then outstanding,
                    increases  the  proportional  number of shares  Beneficially
                    Owned by the Subject  Persons,  provided that if a Change in
                    Control would occur (but for the operation of this sentence)
                    as  a  result  of  the   acquisition  of  Shares  or  Voting
                    Securities  by  the   Corporation,   and  after  such  share
                    acquisition by the  Corporation,  the Subject Person becomes
                    the  Beneficial  Owner of any  additional  Shares  or Voting
                    Securities  Beneficially Owned by the Subject Person, then a
                    Change in Control shall occur.

                         13.7. Corporation.  For purposes of this Agreement, all
                    references to the  Corporation  shall include its Successors
                    and Assigns.

                         13.8.  Disability.  For  purposes  of  this  Agreement,
                    "Disability" shall mean a physical or mental infirmity which
                    impairs the Executive's ability to substantially perform his
                    duties with the Corporation for six (6) consecutive  months,
                    and  within  the  time  period  set  forth  in a  Notice  of
                    Termination  given to the Executive (which time period shall
                    not be less than thirty (30) days),  the Executive shall not
                    have  returned  to  full-time  performance  of  his  duties;
                    provided,  however,  that  if the  Corporation's  Long  Term
                    Disability  Plan,  or any  successor  plan (the  "Disability
                    Plan"), is then in effect, the Executive shall not be deemed
                    disabled for purposes of this Agreement unless the Executive
                    is also eligible for "Total  Disability"  (as defined in the
                    Disability  Plan) benefits (or similar benefits in the event
                    of a successor plan) under the Disability Plan.

                         13.9.  Exchange  Act. For  purposes of this  agreement,
                    Exchange  Act" shall mean the  Securities  Exchange  Act of
                    1934, as amended.

                         13.10. Good Reason. (a) For purposes of this Agreement,
                    "Good  Reason" shall mean the  occurrence  after a Change in
                    Control of any of the following events or conditions:

                         (1) a change in the Executive's status, title, position
                    or responsibilities  (including reporting  responsibilities)
                    which, in the Executive's reasonable judgment, represents an
                    adverse   change  from  his  status,   title,   position  or
                    responsibilities as in effect immediately prior thereto; the
                    assignment    to   the    Executive   of   any   duties   or
                    responsibilities   which,  in  the  Executive's   reasonable
                    judgment,  are inconsistent with his status, title, position
                    or responsibilities; or any removal of the Executive from or
                    failure to  reappoint  or reelect him to any of such offices
                    or positions,  except in connection  with the termination of
                    his employment  for  Disability,  Cause,  as a result of his
                    death or by the Executive other than for Good Reason;

                         (2) a reduction in the  Executive's  annual base salary
                    below the Base Amount;

                         (3) the relocation of the offices of the Corporation at
                    which the  Executive is  principally  employed to a location
                    more than  twenty-five  (25) miles from the location of such
                    offices  immediately prior to the Change in Control,  or the
                    Corporation's  requiring the Executive to be based  anywhere
                    other than such offices,  except to the extent the Executive
                    was not  previously  assigned  to a principal  location  and
                    except for required travel on the Corporation's  business to
                    an  extent  substantially  consistent  with the  Executive's
                    business  travel  obligations  at the time of the  Change in
                    Control;

                         (4)  the  failure  by  the  Corporation  to  pay to the
                    Executive   any   portion   of   the   Executive's   current
                    compensation  or to pay to the  Executive  any portion of an
                    installment  of  deferred  compensation  under any  deferred
                    compensation   program  of  the  Corporation  in  which  the
                    Executive  participated,  within  seven (7) days of the date
                    such compensation is due;

                         (5) the failure by the  Corporation to  (A) continue in
                    effect  (without  reduction in benefit level,  and/or reward
                    opportunities) any material compensation or employee benefit
                    plan in which the  Executive was  participating  immediately
                    prior to the  Change  in  Control,  unless a  substitute  or
                    replacement  plan  has  been   implemented   which  provides
                    substantially  identical  compensation  or  benefits  to the
                    Executive or (B) provide the Executive with compensation and
                    benefits,  in the  aggregate,  at least  equal  (in terms of
                    benefit  levels  and/or  reward   opportunities)   to  those
                    provided  for under  each  other  compensation  or  employee
                    benefit  plan,  program and practice in which the  Executive
                    was  participating   immediately  prior  to  the  Change  in
                    Control;

                         (6) the failure of the  Corporation  to obtain from its
                    Successors or Assigns the express  assumption  and agreement
                    required  under  Section  9  hereof;  or (7)  any  purported
                    termination of the Executive's employment by the Corporation
                    which is not  effected  pursuant to a Notice of  Termination
                    satisfying  the terms set forth in the  definition of Notice
                    of Termination  (and, if applicable,  the terms set forth in
                    the definition of Cause).

                         (b)  Any  event  or  condition   described  in  Section
                    13.10(a)(1)  through  (7) which  occurs  (1)  within six (6)
                    months prior to a Change in Control or (2) at any time prior
                    to a Change in Control  but which the  Executive  reasonably
                    demonstrates  (A) was at the request of a Third Party or (B)
                    otherwise arose in connection  with, or in anticipation of a
                    Change in Control which has been  threatened or proposed and
                    which  actually  occurs,  shall  constitute  Good Reason for
                    purposes of this Agreement  notwithstanding that it occurred
                    prior to a Change in Control.

                         13.11.  Incentive Plan. For purposes of this Agreement,
                    "Incentive Plan" shall mean the General Semiconductor,  Inc.
                    Management Incentive Plan, or any successor annual incentive
                    plan, maintained by the Corporation.

                         13.12.  Notice of Termination.  For  purposes  of  this
                    Agreement,   following  a  Change  in  Control,  "Notice  of
                    Termination"  shall mean a written  notice of termination of
                    the  Executive's  employment,  signed by the Executive if to
                    the  Corporation  or by a  duly  authorized  officer  of the
                    Corporation  if  to  the  Executive,   which  indicates  the
                    specific  termination  provision in this Agreement,  if any,
                    relied  upon and which sets forth in  reasonable  detail the
                    facts  and  circumstances  claimed  to  provide  a basis for
                    termination  of  the   Executive's   employment   under  the
                    provision so indicated.

                         13.13. Person. For purposes of this Agreement, "Person"
                    shall mean a person within the meaning of Sections 13(d) and
                    14(d) of the Exchange Act.

                         13.14.  Pro Rata Bonus. For purposes of this Agreement,
                    "Pro Rata Bonus" shall mean the Bonus Amount multiplied by a
                    fraction of the  numerator of which is the number of days in
                    the year in which an  Executive's  Termination  Date  occurs
                    through the termination date and the denominator of which is
                    365.

                         13.15.  Subsidiary.  For  purposes  of this  Agreement,
                    "Subsidiary"  shall mean a corporation as defined in Section
                    424(f) (or a  successor  provision  to such  section) of the
                    Internal  Revenue Code of 1986, as amended,  and regulations
                    and rulings  thereunder,  with General  Semiconductor,  Inc.
                    being  treated as the employer  corporation  for purposes of
                    this definition.

                         13.16.  Successors and Assigns.  For  purposes  of this
                    Agreement, "Successors and Assigns" shall mean, with respect
                    to the  Corporation or a Subsidiary,  a corporation or other
                    entity  acquiring  all or  substantially  all the assets and
                    business of the Corporation or the  Subsidiary,  as the case
                    may be (including  this  Agreement)  whether by operation of
                    law or otherwise.

                         13.17.   Termination Date.   For   purposes   of   this
                    Agreement,  "Termination Date" shall mean (a) in the case of
                    the  Executive's  death,  his  date  of  death,  (b)  if the
                    Executive's employment is terminated for Disability,  thirty
                    (30) days after  Notice of  Termination  is given  (provided
                    that  the   Executive   shall  not  have   returned  to  the
                    performance  of his duties on a full-time  basis during such
                    thirty  (30)  day   period)  and  (c)  if  the   Executive's
                    employment  is  terminated  for any other  reason,  the date
                    specified in the Notice of Termination  (which,  in the case
                    of a  termination  for Cause  shall not be less than  thirty
                    (30) days, and in the case of a termination  for Good Reason
                    shall not be more than sixty  (60) days,  from the date such
                    Notice of Termination is given); provided,  however, that if
                    within thirty (30) days after any Notice of  Termination  is
                    given the party receiving such Notice of Termination in good
                    faith  notifies  the  other  party  that  a  dispute  exists
                    concerning the basis for the  termination,  the  Termination
                    Date  shall be the  date on which  the  dispute  is  finally
                    determined,  either  by  mutual  written  agreement  of  the
                    parties,  or by the  final  judgment,  order or  decree of a
                    court  of  competent   jurisdiction  (the  time  for  appeal
                    therefrom  having  expired and no appeal having been taken).
                    Notwithstanding  the  pendency  of  any  such  dispute,  the
                    Corporation  shall  continue to pay the  Executive  his Base
                    Amount and continue the  Executive as a  participant  in all
                    compensation,  incentive,  bonus,  pension,  profit sharing,
                    medical,   hospitalization,   dental,   life  insurance  and
                    disability  benefit plans in which he was participating when
                    the notice  giving rise to the dispute was given,  until the
                    dispute is finally  resolved in accordance with this Section
                    13.17 whether or not the dispute is resolved in favor of the
                    Corporation,  and the  Executive  shall not be  obligated to
                    repay  to the  Corporation  any  amounts  paid  or  benefits
                    provided pursuant to this sentence.



                                                   General Semiconductor, Inc.


                                                   By:    /s/Ronald A. Ostertag
                                                          ---------------------
                                                          Ronald A. Ostertag




                                                          ______________________
                                                          Executive



<PAGE>
                                                                     EXHIBIT 99


                           GENERAL SEMICONDUCTOR, INC.
                           FORWARD LOOKING INFORMATION


The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for forward  looking  statements.  Our Form 10-K for the year ended December 31,
2000, our 2000 Annual Report to Stockholders, any Form 10-Q or Form 8-K of ours,
or any  other  oral or  written  statements  made  by or on  behalf  of  General
Semiconductor,  may include forward looking statements which reflect our 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" and "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.  We  undertake  no
obligation to publicly update or revise any forward looking statements,  whether
as a result of new information, future events or otherwise.

Our actual  results  may differ  significantly  from the  results  discussed  in
forward-looking statements.  Factors that might cause such a difference include,
but are not limited to,  (a) the  general  political,  economic and  competitive
conditions  in the United  States,  Taiwan  (Republic  of China),  the  People's
Republic of China, Ireland,  Germany, France and other markets where we operate;
(b) changes in capital availability or costs, such as changes in interest rates,
market  perceptions  of the industry in which we operate,  or security  ratings;
(c) uncertainties  relating to customer  plans and  commitments,  including  the
cyclical  nature  of  our  business;   (d)  employee  workforce   factors;   (e)
authoritative  generally accepted  accounting  principles or policy changes from
such standard-setting bodies as the Financial Accounting Standards Board and the
Securities and Exchange Commission and the factors set forth below.

Our  substantial  indebtedness  could  restrict our  operations and make us more
vulnerable to adverse economic conditions.

We have  had and will  continue  to have a  substantial  amount  of  outstanding
indebtedness with significant debt service  requirements.  In the future, we may
incur additional indebtedness.

Our   substantial   current  and  future   indebtedness   could  have  important
consequences. For example, it could:

     o    impair our ability to obtain additional financing in the future;

     o    reduce funds  available to us for other  purposes,  including  working
          capital,  capital  expenditures,  research and development,  strategic
          acquisitions and other general corporate purposes;

     o    restrict  our ability to introduce  new  products or exploit  business
          opportunities;

     o    increase  our  vulnerability  to economic  downturns  and  competitive
          pressures in the industry in which we operate;

     o    increase our  vulnerability  to interest rate  increases to the extent
          debt under our credit  facility  is not hedged  because  the  interest
          rates under our credit facility are variable;

     o    limit our ability to dispose of assets;

     o    make it more difficult for us to satisfy our obligations  with respect
          to the notes; and

     o    place us at a competitive disadvantage.



We will require a significant amount of cash to service our debt. Our ability to
generate cash depends upon many factors beyond our control.

We will require a significant  amount of cash to service our indebtedness and to
fund our operations.  Based on our current level of operations,  we believe that
our cash flow from  operations  and our available  financing will be adequate to
meet our anticipated  requirements  for operating our business and servicing our
debt. Our ability to generate cash depends upon, among other things,  our future
operating performance. To a large extent, this depends upon economic, financial,
competitive  and other factors beyond our control.  If we cannot generate enough
cash from  operations  to make  payments  on our  indebtedness,  we will need to
refinance  our  indebtedness,  obtain  additional  financing or sell assets.  We
cannot  assure  you that we would be able to do so or do so  without  additional
expense.
<PAGE>

We operate in an industry that has  experienced  unusually large price declines,
in the past,  and future  pricing  declines may  adversely  affect our business,
results of operations and liquidity.

The Company competes in the semiconductor industry,  which historically has been
characterized  by  cyclical  market  patterns,  price  erosion  and  periods  of
mismatched supply and demand. This industry has experienced significant economic
downturns at various  times in the past,  characterized  by excess  capacity and
accelerated  erosion of prices.  During this period,  our production  facilities
were  underutilized.  The  underutilization  of our  facilities  for an extended
period in the  future  could  result in  production  inefficiencies  and cause a
reduction  in our  operating  margins.  While  pricing is  currently  relatively
stable,  we cannot assure you that our industry will not experience future price
declines which could have a material adverse effect on our business,  results of
operations and liquidity.

Our  revenue  stream is  becoming  more  highly  dependent  upon the  timely and
successful introduction of new products.

While the Company is currently  actively engaged in the research and development
of new products and  technologies  there can be no assurance  that the Company's
research and development efforts will lead to the successful introduction of new
or improved  products or that the Company will not encounter  delays or problems
in connection therewith.  New products may take longer to develop, or have fewer
features than  originally  considered  desirable  and could achieve  higher cost
targets than initially estimated. Moreover, there can be no assurance that there
will not be delays in commencing volume production of such products or that such
products  will  ultimately  be  commercially  successful.   Such  delays  and/or
deficiencies  in  development  manufacturing,  delivery  of or  demand  for  new
products or  realization  of higher cost targets could have an adverse affect on
the Company's business, operating results or financial condition.

We  face  significant  competition  in  the  power  mangement  segment  of  the
semiconductor industry, which may adversely affect us.

We are subject to competition from a substantial  number of foreign and domestic
companies, some of which have greater financial, engineering,  manufacturing and
other resources, or offer a broader product line than we do. Our competitors can
be expected to continue to improve the design and  performance of their products
and  to  introduce  new  products  with   competitive   price  and   performance
characteristics.  Although we believe that we enjoy  certain  technological  and
other advantages over our competitors, realizing and maintaining such advantages
will  require   continued   investment  by  us  in  engineering,   research  and
development,  marketing and customer  service and support.  We cannot assure you
that we will have sufficient  resources to continue to make such  investments or
that we will be successful in maintaining our advantages.

Our  business is subject to the economic and  political  risks of operating  our
facilities and selling our products in foreign countries.

Almost all of our products are  manufactured or assembled in Taiwan (Republic of
China),  the  People's  Republic of China,  Ireland,  Germany and France.  These
foreign  operations  are subject to the risks  inherent in situating  operations
abroad,  including risks with respect to currency  exchange rates,  economic and
political   destabilization,   restrictive   actions  by  foreign   governments,
nationalizations, natural events such as severe weather, floods and earthquakes,
the laws and policies of the United States affecting trade,  foreign  investment
and loans, and foreign tax laws. Our cost-competitive  status could be adversely
affected if, relative to our competitors, we experience unfavorable movements in
foreign currency exchange rates.

In  addition,   international   sales  of  our  products   generally   represent
approximately  70% of our annual sales. Our financial  performance in the future
may be adversely affected by international economic conditions.

We may not be able to successfully make acquisitions.

As part of our business strategy, we intend to make acquisitions.  We may not be
able to complete any acquisition in the future or identify those candidates that
would result in a  successful  transaction.  In addition,  we may not be able to
complete  future  acquisitions  at  acceptable  prices and terms,  and increased
competition  for  acquisition  candidates  could  result  in  fewer  acquisition
opportunities and higher acquisition prices. The magnitude, timing and nature of
future acquisitions will depend upon various factors, including:

     o    the availability of suitable acquisition candidates;

     o    competition with others for suitable acquisitions;

     o    the negotiation of acceptable terms;

     o    our access to capital;

     o    the  availability  of  skilled  employees  to manage and  operate  the
          acquired companies; and

     o    general economic and business conditions.
<PAGE>

We expect to finance acquisitions with cash on hand, through issuance of debt or
equity securities and through  borrowings under credit  arrangements,  including
pursuant to our credit facility.  The ability to obtain debt or equity financing
is subject to market  conditions and to limitations  imposed on us by our credit
facility.  Therefore, we may not be able to obtain additional financing in order
to finance future acquisitions. Our operating and financial flexibility could be
substantially limited if we use cash to complete acquisitions.

Potential  environmental   liabilities,   including  those  relating  to  former
operations, may adversely impact our financial position.

We are subject to various federal, state, local and foreign laws and regulations
governing  environmental  matters,  including the use, discharge and disposal of
hazardous  materials.  We are  presently  engaged  in the  remediation  of sites
associated  with five  discontinued  operations  in three  states,  and we are a
"potentially responsible party" at five hazardous waste sites in four states. We
have recorded a reserve for  environmental  matters of $24.7 million at June 30,
2001.  While the ultimate  outcome of these matters cannot be determined,  we do
not believe  that the final  disposition  of these  matters will have a material
adverse  effect on our financial  position,  results of operations or cash flows
beyond the amounts previously provided for in our financial statements.

Our present and past facilities have been in operation for many years, and, over
that  time,  these  facilities  have  used  substances  which  are or  might  be
considered hazardous,  and we have generated and disposed of wastes which are or
might be considered  hazardous.  In addition,  new environmental  legislation or
regulations  may be  enacted  in the  future.  Therefore,  it is  possible  that
additional  environmental  issues  may arise in the  future  which we cannot now
predict.