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

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 1999
                  --------------------------------------------
                                       OR

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

                  For the transition period from_____ to _____

                          Commission file number 1-5442
                                                 ------
                           General Semiconductor, Inc.
                           ---------------------------
             (Exact name of registrant as specified in its charter)

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

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

                                 (516) 847-3000
                                 --------------
              (Registrant's telephone number, including area code)

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

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

Yes  x     No
    ----      ----
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

           Class                                   Outstanding at July 22, 1999
-----------------------------                      ----------------------------
Common Stock, par value $0.01                              36,820,778



<PAGE>


                  GENERAL SEMICONDUCTOR, INC. AND SUBSIDIARIES

                               INDEX TO FORM 10-Q



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

Financial Statements


        Condensed Consolidated Balance Sheets at
        June 30, 1999 (unaudited) and December 31, 1998                    2

        Consolidated Statements of Operations for the Three and
        Six Months ended June 30, 1999 and 1998 (unaudited)                3

        Consolidated Statements of Cash Flows for the Three and
        Six Months ended June 30, 1999 and 1998 (unaudited)                4

        Notes to Consolidated Financial Statements (unaudited)            5-10

        Management's Discussion and Analysis of
        Financial Condition and Results of Operations                    11-15


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

        Legal Proceedings                                                 16

        Submission of Matters to a Vote of Stockholders                   16

        Exhibits                                                          16


SIGNATURE                                                                 17

<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,
                                                                                     1999               1998
                                                                                  ----------        ------------
<S>                                                                                 <C>                <C>
Current Assets:
Cash                                                                                $ 4,708            $ 3,225
Accounts receivable, less allowance for doubtful accounts of $687
     and $769, respectively                                                          61,118             59,643
Inventories                                                                          43,383             39,514
Prepaid expenses and other current assets                                            12,004             12,010
Deferred income taxes                                                                10,951             13,738
                                                                                 ------------       ------------

     Total current assets                                                           132,164            128,130

Property, plant and equipment - net                                                 225,109            223,743
Excess of cost over fair value of net assets acquired, less accumulated
    amortization of $46,500 and $43,929, respectively                               160,180            162,751
Deferred income taxes, net of valuation allowance                                    29,370             29,376
Intangibles and other assets, less accumulated amortization of $11,908 and
    $11,099, respectively                                                            18,869             19,447

                                                                                 ============       ============
TOTAL ASSETS                                                                      $ 565,692          $ 563,447
                                                                                 ============       ============

                                           LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable                                                                  $  26,171           $ 31,343
Accrued expenses                                                                     35,856             45,084
                                                                                 -----------        -----------

     Total current liabilities                                                       62,027             76,427

Long-term debt                                                                      295,000            286,000
Deferred income taxes                                                                20,842             21,390
Other non-current liabilities                                                        73,116             74,283
                                                                                 -----------        -----------

     Total liabilities                                                              450,985            458,100
                                                                                 -----------        -----------

Commitments and contingencies

Stockholders' Equity:
Preferred Stock, $0.01 par value; 20,000 shares authorized; no shares issued              -                  -
Common Stock, $0.01 par value; 400,000 shares authorized; 36,925
     shares issued and 36,821 outstanding                                               369                369
Retained earnings                                                                   121,202            111,842
Other stockholder's equity                                                           (6,864)            (6,864)
                                                                                 -----------        -----------
                                                                                    114,707            105,347

                                                                                 ===========        ===========
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $ 565,692          $ 563,447

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

<PAGE>


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


<TABLE>
<CAPTION>

                                                                           Three Months Ended                 Six Months Ended
                                                                                June 30,                          June 30,
                                                                      ---------------------------       -----------------------
                                                                         1999              1998           1999           1998
                                                                      ----------        ---------       --------       --------
<S>                                                                    <C>                <C>             <C>               <C>
NET SALES                                                             $ 101,583         $ 98,762        $198,544       $205,159

OPERATING COSTS AND EXPENSES:
    Cost of sales                                                        75,020           70,115         147,497        141,223
    Selling, general and administrative                                  11,583           10,286          22,546         23,250
    Research and development                                              1,659            1,463           3,119          2,963
    Amortization of excess of cost over fair value
       of net assets acquired                                             1,285            1,286           2,571          2,572
                                                                      ---------          -------        --------       --------
         Total operating costs and expenses                              89,547           83,150         175,733        170,008
                                                                      ---------          -------        --------       --------

OPERATING INCOME                                                         12,036           15,612          22,811         35,151
Other income (expense) - net                                                 47              (12)            (11)           (81)
Interest expense-net                                                     (5,273)          (5,067)        (10,321)        (9,974)
                                                                      ----------        ---------        --------       --------
INCOME BEFORE INCOME TAXES                                                6,810           10,533          12,479         25,096
Provision for income taxes                                               (1,702)          (3,687)         (3,119)        (8,785)
                                                                      ==========        =========        ========       ========
NET INCOME                                                              $ 5,108          $ 6,846         $ 9,360        $ 16,311
                                                                      ==========        =========        ========       ========
Weighted Average Shares Outstanding:
  Basic                                                                  36,820           36,813          36,820          36,802
  Diluted                                                                36,902           36,965          36,873          36,934

Earnings per share:
  Basic                                                                  $ 0.14           $ 0.19          $ 0.25          $ 0.44
  Diluted                                                                $ 0.14           $ 0.19          $ 0.25          $ 0.44


                 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,
                                                    -------------------------
                                                       1999           1998
                                                    ----------     ----------
<S>                                                 <C>             <C>
OPERATING ACTIVITIES:
 Income from continuing operations                   $ 9,360        $ 16,311
 Adjustments to reconcile to net cash
    from continuing operating activities:
    Depreciation and amortization                     13,632          12,116
    Changes in assets and liabilities:
         Accounts receivable                          (1,475)            579
         Inventories                                  (3,869)         (3,563)
         Prepaid expenses and other current assets         6          (2,413)
         Other non-current assets                       (229)           (669)
         Deferred income taxes                         2,245            (658)
         Accounts payable and accrued expenses       (10,028)         (9,494)
         Restructuring                                (4,372)               -
         Other non-current liabilities                (1,167)         (1,474)
    Other                                                107              26
                                                    ----------     ----------
Net cash provided by continuing operating activities   4,210          10,761
                                                    ----------     ----------

Cash used in discontinued operations                       -         (25,130)
                                                    ----------     ----------

INVESTING ACTIVITIES:
    Expenditures for property, plant and equipment   (11,727)         (8,794)
                                                    ----------     ----------
Net cash used in investing activities                (11,727)         (8,794)
                                                    ----------     ----------

FINANCING ACTIVITIES:
    Net proceeds from revolving credit facilities      9,000           70,000
    Principal repayment of debt                            -          (46,074)
    Exercise of stock options                              -              423
                                                    ----------     ----------
Net cash provided by financing activities              9,000           24,349
                                                    ----------     ----------
Increase in cash and cash equivalents                  1,483            1,186
                                                    ----------     ----------
Cash and cash equivalents, beginning of period         3,225            5,192
                                                    ----------     ----------
Cash and cash equivalents, end of period             $ 4,708          $ 6,378
                                                    ==========     ==========

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

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,
1999,  the results of its operations for the three and six months ended June 30,
1999 and 1998,  and its cash flows for the three and six  months  ended June 30,
1999 and 1998 in conformity with generally  accepted  accounting  principles for
interim  financial  information  applied on a  consistent  basis.  There were no
adjustments of a  non-recurring  nature recorded during the three and six months
ended June 30, 1999 and 1998.  The results of  operations  for the three and six
months ended June 30, 1999 are not  necessarily  indicative of the results to be
expected for the full year. For further  information,  refer to the consolidated
financial  statements and footnotes thereto included in General  Semiconductor's
Annual Report on Form 10-K/A for the year ended December 31, 1998.


2. INVENTORIES

   Inventories consist of:

                                June 30, 1999                 December 31, 1998
                                -------------                 -----------------

         Raw materials            $ 6,529                         $ 5,139
         Work in process           12,299                          14,181
         Finished goods            24,555                          20,194
                                  -------                         -------
                                  $43,383                         $39,514
                                  =======                         =======


3. LONG-TERM DEBT

The  Company  entered  into its $350  million  credit  facility  in July 1997 in
connection  with the  Distribution.  In December 1998,  the credit  facility was
amended to modify several financial  covenants to provide flexibility to execute
the 1998 restructuring.  In June 1999, the credit facility was amended to modify
several  financial  covenants  to provide  greater  financial  flexibility.  The
Company is evaluating  market  conditions  and is planning a  subordinated  note
offering  in the range of $200  million  which  may be  completed  in 1999.  The
Company  expects to use the proceeds of any such  offering to repay  outstanding
indebtedness  under  the  credit  facility  and  the  credit  facility  will  be
permanently  reduced  by 50% of the  gross  proceeds  of the  subordinated  note
offering.

The credit facility requires the Company to pay a facility fee on the
total commitment.  The credit facility permits the Company to choose between two
interest rates options: the adjusted base rate or eurodollar rate (LIBOR) plus a
margin which varies based on the Company's  ratio of  indebtedness  to EBITDA 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  facility  contains  financial and  operating  covenants,
including  limitations  on  guarantee   obligations,   liens,  sale  of  assets,
indebtedness and investments.  At June 30, 1999 the interest rate on outstanding
borrowings was 6.89% per annum.

<PAGE>

4. LITIGATION

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

A securities  class action is presently  pending in the United  States  District
Court for the Northern  District of Illinois,  Eastern  Division,  In Re General
Instrument Corporation  Securities  Litigation.  This action, which consolidates
numerous class action  complaints filed in various courts between October 10 and
October  27,  1995,  is  brought  by  plaintiffs,  on their  own  behalf  and as
representatives of a class of purchasers of General Instrument  Corporation (the
Company's  predecessor,  "GI")  common  stock  during the period  March 21, 1995
through October 18, 1995. The complaint  alleges that prior to the  distribution
(the  "Distribution")  in July 1997 of the capital  stock of NextLevel  Systems,
Inc. and CommScope,  Inc., GI and certain of its officers and directors, as well
as Forstmann  Little & Co. and certain  related  entities,  violated the federal
securities laws, namely, Sections 10(b) and 20(a) of the Securities Exchange Act
of 1934,  as  amended  (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.  Also pending in
the same court, under the same name, is a derivative action brought on behalf of
GI. The  derivative  action alleges that the members of GI's Board of Directors,
several of its officers and  Forstmann  Little & Co. and related  entities  have
breached  their  fiduciary  duties by reason of the matter  complained of in the
class action and the defendants' alleged use of material non-public  information
to sell shares of GI common stock for personal gain.

An action entitled BKP Partners, L.P. v. General Instrument Corp. was brought in
February 1996 by certain holders of preferred stock of Next Level Communications
("NLC"),  which was merged into a subsidiary of GI in September 1995. The action
was originally filed in the Northern District of California and was subsequently
transferred to the Northern District of Illinois. The plaintiffs allege that the
defendants  violated federal  securities laws by making  misrepresentations  and
omissions  and  breached   fiduciary  duties  to  NLC  in  connection  with  the
acquisition  of NLC by GI.  Plaintiffs  seek,  among other  things,  unspecified
compensatory and punitive damages and attorney's fees and costs.

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


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 eight
discontinued  operations  in  six  states,  and  is  a de  minimus  "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 $31.3 million at June 30, 1999 ($31.9  million at December 31, 1998).
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  income  available  to common
stockholders by the weighted average number of common shares  outstanding during
the applicable periods. Diluted earnings per share computations are based on net
income  divided by the  weighted  average  number of common  shares  outstanding
adjusted  for the dilutive  effect of stock  options.  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, 1999 and 1998.

<TABLE>
<CAPTION>

                                For the Three Months                            For the Three Months
                                Ended June 30, 1999                              Ended June 30, 1998
                                --------------------                            --------------------
                           Income         Shares      Per-Share         Income          Shares     Per-Share
                        (Numerator)    (Denominator)   Amount         (Numerator)    (Denominator)  Amount
                        -----------    -------------  ---------       -----------    ------------- ---------
<S>                        <C>              <C>           <C>              <C>            <C>           <C>
Basic EPS
  Income available to
  common stockholders      $5,108          36,820        $0.14            $6,846         36,813        $0.19
                                                         =====                                         =====
Effect of Dilutive Securities
  Options                      --              82                             --            152
                           ------          ------                         ------         ------
Diluted EPS
  Income available to
  common stockholders      $5,108          36,902        $0.14            $6,846         36,965        $0.19
                           ======          ======        =====            ======         ======        =====
</TABLE>


<TABLE>
<CAPTION>
                                     For the Six Months                            For the Six Months
                                    Ended June 30, 1999                           Ended June 30, 1998
                                    -------------------                           -------------------

                                Income         Shares       Per-Share         Income          Shares      Per-Share
                             (Numerator)    (Denominator)    Amount         (Numerator)    (Denominator)    Amount
                             -----------    -------------   ---------       -----------    -------------  ---------
<S>                           <C>              <C>           <C>             <C>             <C>           <C>
Basic EPS
  Income available to
  common stockholders          $9,360          36,820        $0.25           $16,311         36,802        $0.44
                                                             =====                                         =====
Effect of Dilutive Securities
  Options                          --              53                             --            132
                               ------          ------                        -------         ------
Diluted EPS
  Income available to
  common stockholders          $9,360          36,873        $0.25           $16,311         36,934        $0.44
                               ======          ======        =====           =======         ======        =====
</TABLE>

<PAGE>

7. GEOGRAPHIC SEGMENT INFORMATION

General  Semiconductor  is engaged in one industry  segment,  specifically,  the
design, manufacture and sale of discrete 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/A for the year  ended  December  31,  1998.  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 before provision for 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.


<TABLE>
<CAPTION>
                                United
                                States        Europe     Far East   China       Corporate    Consolidated
                                ------        ------     --------   -----       ---------    ------------
Three months ended
June 30, 1999:
<S>                             <C>          <C>         <C>        <C>         <C>            <C>
Net sales (a) ............      $54,143      $32,928     $14,512    $    -      $       -      $101,583
Intercompany transfers....       31,936       34,606      42,299     9,789       (118,630)            -
                                -------      -------     -------    ------      ----------     --------
  Net sales...............       86,079       67,534      56,811     9,789       (118,630)     $101,583
                                =======      =======     =======    ======      ==========     ========

Interest income...........            -           (4)          9         3              7            15
Interest expense..........            -           68          10         -          5,210         5,288
Depreciation and
  amortization expense....        2,499        1,365       2,208       820              -         6,892
Earnings before
  provision for
  income taxes............        2,523          515       2,326     1,446              -         6,810
Income tax expense........      $ 1,776      $  (336)    $   258    $    4      $       -      $  1,702


Three months ended
June 30, 1998:
Net sales (a).............      $55,311      $36,791     $ 6,660    $    -      $       -      $ 98,762
Intercompany transfers....       24,908       37,730      38,642     7,163       (108,443)            -
                                -------      -------     -------    ------      ----------     --------
  Net sales...............       80,219       74,521      45,302     7,163       (108,443)       98,762
                                =======      =======     =======    ======      ==========     ========

Interest income...........            -            4          11         9             78           102
Interest expense..........            -           69           7         -          5,093         5,169
Depreciation and
  amortization expense....        2,181        1,095       2,160       606              -         6,042
Earnings before
  provision for
  income taxes............          822        3,608       3,983     2,120              -        10,533
Income tax expense........      $   855      $ 1,207     $ 1,515    $  110      $       -      $  3,687
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                United
                                States        Europe     Far East   China       Corporate    Consolidated
                                ------        ------     --------   -----       ---------    ------------
Six months ended
June 30, 1999:
<S>                             <C>          <C>         <C>        <C>         <C>            <C>
Net sales (a).............      $103,830     $ 65,849    $ 28,865   $     -     $       -      $198,544
Intercompany transfers....        63,542       67,965      82,312    18,928      (232,747)            -
                                --------     --------    --------   -------     ----------     --------
  Net sales...............       167,372      133,814     111,177    18,928      (232,747)      198,544
                                ========     ========    ========   =======     ==========     ========

Interest income...........             -           17          10         8             6            41
Interest expense..........             -          134          20         -        10,208        10,362
Depreciation and
  amortization expense....         4,848        2,711       4,447     1,626             -        13,632
  provision for
  income taxes............         2,131        1,146       6,393     2,809             -        12,479
Income tax expense........      $  1,265     $    125    $  1,717   $    12     $       -      $  3,119

Six months ended
June 30, 1998:
Net sales (a).............      $117,976     $ 74,635    $ 12,548   $     -     $       -      $205,159
Intercompany transfers....        51,381       74,408      79,779    12,522      (218,090)            -
                                --------     --------    --------   -------     ----------     --------
  Net sales...............       169,357      149,043      92,327    12,522      (218,090)      205,159
                                ========     ========    ========   =======     ==========     ========

Interest income...........             -          (11)         11        16           156           172
Interest expense..........             -          119         553         -         9,474        10,146
Depreciation and
  amortization expense....         4,348        2,275       4,303     1,190             -        12,116
Earnings before
  provision for
  income taxes............        11,319        5,191       5,463     3,123             -        25,096
Income tax expense........      $  4,472      $ 1,858    $  2,345   $   110     $       -     $   8,785
</TABLE>


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


                    Three Months Ended June 30,      Six Months Ended June 30,
                    ---------------------------      -------------------------
                       1999          1998               1999          1998
                       ----          ----               ----          ----

         Taiwan       $15,890       $18,725           $29,717       $40,464
         China          8,913         7,554            17,445        15,210
                      -------       -------           -------       -------
                      $24,803       $26,279           $47,162       $55,674
                      =======       =======           =======       =======



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

                    Three Months Ended June 30,       Six Months Ended June 30,
                    ---------------------------       -------------------------
                       1999          1998               1999          1998
                       ----          ----               ----          ----

         France       $ 3,319       $ 3,415           $ 6,529       $ 7,214
         Germany       13,387        16,318            29,097        32,371
         Italy          3,581         4,246             7,266         8,343
         U.K.           4,744         4,041             7,933         8,557
         Other          7,898         8,771            15,024        18,150
                      -------       -------           -------       -------
                      $32,928       $36,791           $65,849       $74,635
                      =======       =======           =======       =======

<PAGE>

8.  RECENT ACCOUNTING PRONOUNCEMENTS

During  1998 the  Financial  Accounting  Standards  Board  issued  Statement  of
Financial  Accounting  Standards  ("SFAS") No. 133  "Accounting  for  Derivative
Instruments  and  Hedging  Activities".  SFAS  133  establishes  accounting  and
reporting  standards  for  derivative  instruments  and hedging  activities  and
requires  that  an  entity   recognize  all  derivatives  as  either  assets  or
liabilities and measure those  instruments at fair value.  SFAS 133 is effective
for all fiscal  quarters of fiscal  years  beginning  after June 15,  2000.  The
Company is evaluating the impact SFAS 133 will have on its financial statements.


<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, 1998.

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


                                         Three Months            Six Months
                                        Ended June 30,         Ended June 30,
                                       ----------------       ---------------
                                       1999        1998       1999       1998
                                       ----        ----       ----       ----

Net sales                              100.0%     100.0%     100.0%     100.0%
Cost of sales                           73.9       71.0       74.3       68.8
                                       -----      -----      -----      -----
Gross profit                            26.1       29.0       25.7       31.2
Selling, general and administrative     11.4       10.4       11.4       11.3
Research and development                 1.6        1.5        1.6        1.4
Amortization of excess of cost over
  fair value of net assets acquired      1.3        1.3        1.3        1.3
                                       -----      -----      -----      -----
Operating income                        11.8       15.8       11.5       17.2
Other income (expense) - net               -          -          -          -
Interest expense - net                   5.2        5.1        5.2        4.9
                                       -----      -----      -----      -----
Income before income tax                 6.7       10.7        6.3       12.3
Provision for income tax                 1.7        3.7        1.6        4.3
                                       -----      -----      -----      -----
Net income                               5.0%       6.9%       4.7%       8.0%
                                       =====      =====      =====      =====



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

NET SALES
---------
Net sales of $101.6  million for the three months ended June 30, 1999  increased
$2.8  million  from $98.8  million for the  comparable  prior year  period.  The
increase is primarily  due to an  approximate  18% increase in unit volume sales
partly offset by lower worldwide average selling prices (approximating 15%). For
the six months ended June 30, 1999 net sales  decreased  to $198.5  million from
$205.2 million for the comparable  prior year period.  Increased  worldwide unit
volume sales was offset by lower worldwide average selling prices (approximately
15%).


COST OF SALES
-------------
Cost of sales for the three and six months ended June 30, 1999 of $75.0  million
and  $147.5  million  compares  to $70.1  million  and  $141.2  million  for the
corresponding  prior year period.  Cost of sales  increased $4.9 million for the
three months and $6.3 million for the six months  principally due to an increase
in unit volume  sales,  partly,  offset by cost savings  achieved  from the 1998
restructuring.

Accordingly,  gross  margin  for the three and six months  ended  June 30,  1999
represents 26.1% and 25.7% of net sales,  respectively,  compared with 29.0% and
31.2% in the  corresponding  prior  year  period.  This  decrease  relates to an
erosion of worldwide  average selling prices partially offset by a change in the
mix of products sold,  continued cost controls,  savings  achieved from the 1998
restructuring and improved factory utilization.

<PAGE>

RESEARCH AND DEVELOPMENT EXPENSES
---------------------------------
Research and development expenses of $1.7 million and $3.1 million for the three
and six months ended June 30, 1999  increased from $1.5 million and $3.0 million
for the  comparable  prior year  periods due to the hiring  of the power MOSFET
product line engineers  offset,  in part, by cost savings achieved from the 1998
restructuring.  Research and development  spending  reflects the modification of
existing products as well as the continued development of new products.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
Selling,  general and  administrative  expenses  of $11.6  million for the three
months ended June 30, 1999 increased from $10.3 million for the comparable prior
year period.  The $1.3 million  increase is due to the timing of incentive costs
and the settlement of an  environmental  matter in 1998,  offset by cost savings
achieved in 1999 from the 1998 restructuring.  For the six months ended June 30,
1999 selling,  general and  administrative  expenses of $22.5 million  decreased
from $23.2  million.  The $0.7  million  decrease  relates to lower  commissions
corresponding  with  lower  revenues,   cost  savings  achieved  from  the  1998
restructuring and lower bad debt expense.


NET INTEREST EXPENSE
--------------------
Net interest  expense  increased to $5.3 million and $10.3 million for the three
and six months ended June 30, 1999 from $5.1  million and $10.0  million for the
corresponding prior year period.  While the average debt balance outstanding was
higher  during the three and six months  ended June 30, 1999  compared  with the
corresponding  prior  year  period,  borrowing  rates were  lower  resulting  in
relatively stable net interest  expense.  Interest expense will increase for the
second half of 1999 due to amendments to the existing credit facility  discussed
below.


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, 1999  decreased  to 25% from 35% for the six months ended
June 30, 1998 due  primarily  to an  increased  proportion  of income of foreign
subsidiaries taxed at rates lower than the U.S. rate.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Working capital at June 30, 1999 was $70.1 million  compared to $51.7 million at
December  31,  1998.  The working  capital  increase of $18.4  million  resulted
primarily from  increases in accounts  receivable in support of a higher revenue
base, inventory resulting from additional consignment stock and a decrease in
accrued  expenses  due to the  payment  of  restructuring  costs  accrued  as of
December 31, 1998. As a result,  the current ratio increased to 2.1 to 1 at June
30, 1999 compared with 1.7 to 1 at December 31, 1998.

During the six months ended June 30, 1999 the Company  invested $11.7 million in
property,  plant and equipment  compared with $8.8 million for the corresponding
prior year period.  The Company  currently plans to invest  approximately  $30.0
million in capital expenditures for the year ended December 31, 1999 principally
for  automation,  new  products,  quality and system  enhancements  and selected
capacity increases for key lines where capacity is currently constrained.

At June 30, 1999 there were $11.0 million of letters of credit  outstanding that
reduce the amount that can be  borrowed  against the  Company's  $350.0  million
credit facility.

The  Company  entered  into its $350  million  credit  facility  in July 1997 in
connection  with the  Distribution.  In December 1998,  the credit  facility was
amended to modify several financial  covenants to provide flexibility to execute
the 1998 restructuring.  In June 1999, the credit facility was amended to modify
several  financial  covenants  to provide  greater  financial  flexibility.

     The Company is evaluating  market conditions and is planning a subordinated
note offering in the range of $200 million  which may be completed in 1999.  The
Company  expects to use the proceeds of any such  offering to repay  outstanding
indebtedness  under  the  credit  facility  and  the  credit  facility  will  be
permanently reduced by 50% of the gross proceeds of the subordinated note of
offering.
<PAGE>

The credit  facility  requires  the  Company to pay a facility  fee on the total
commitment.  The credit  facility  permits  the  Company to choose  between  two
interest rates options: the adjusted base rate or eurodollar rate (LIBOR) plus a
margin which varies based on the Company's  ratio of  indebtedness  to EBITDA 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  facility  contains  financial and  operating  covenants,
including  limitations  on  guarantee   obligations,   liens,  sale  of  assets,
indebtedness and investments.

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  available
sources  of  financing.  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.


EBITDA
------
EBITDA   represents   earnings  before   interest,   taxes,   depreciation   and
amortization,  EDITDA is presented  because we believe 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 generally accepted accounting principles 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 as indicators of our
operating performance or any other measures of performance derived in accordance
with generally accepted accounting  principles.  See the statements of cash flow
included in the Company's consolidated financial statements.

                                        Three months           Six months
                                       ended June 30,         ended June 30,
                                    ------------------     -----------------
                                      1999       1998        1999      1998
                                      ----       ----        ----      ----
Income from continuing operations   $ 5,108    $ 6,846     $ 9,360    $16,311
Interest                              5,273      5,067      10,321      9,974
Taxes                                 1,702      3,687       3,119      8,785
Depreciation and amortization(1)      6,794      5,967      13,565     11,966
                                    -------    -------     -------    -------
EBITDA                              $18,877    $21,567     $36,365    $47,036
                                    =======    =======     =======    =======


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

The $2.7  million  and $10.7  million  decrease  in EBITDA for the three and six
months ended June 30, 1999, respectively,  compared with the corresponding prior
year periods is due primarily to worldwide price erosion.



YEAR 2000
---------

The Company recognizes the importance of ensuring that neither its customers nor
its business  operations are disrupted as a result of the Year 2000  phenomenon.
This  phenomenon is a result of computer  programs having been written using two
digits  (rather  than  four) to define  the  applicable  year.  Any  information
technology ("IT") systems that have time sensitive software may recognize a date
using "00" as the year 1900  rather than the year 2000,  which  could  result in
miscalculations and systems failures.  The problem also extends to many "non-IT"
systems  such as  operating  and  control  systems  that rely on  embedded  chip
systems. The Company,  with the assistance of outside consulting  resources,  is
centrally  coordinating  activities  directed toward  achieving global Year 2000
compliance.  The primary areas of potential impact include business  application
systems,  production  equipment  systems,  suppliers,   financial  institutions,
government  agencies  and  environmental  support  organizations.  None  of  the
Company's products contain date sensitive or date processing logic.

In 1996 the Company began an upgrade of its business applications software which
includes the  implementation of the full suite of JD Edwards ("JDE")  financial,
distribution and  manufacturing  applications.  The JDE software was selected to
add worldwide  functionality  and  efficiency  to the business  processes of the
Company  as  well  as  address  Year  2000  exposure.   The  JDE  financial  and
distribution  modules have been installed and are Year 2000  compliant.  The JDE
manufacturing  module will be installed in 2000.  The Company has  completed the
modification  of the existing  manufacturing  applications  with each of its six
factories.

Since the Company's financial,  distribution and manufacturing  applications are
Year 2000  compliant,  incremental  costs  associated  with  achieving Year 2000
compliance  beyond  the  scope of this  project  (estimated  at less  than  $1.0
million) should not have a material effect on the Company's  financial condition
or results of operations and are being expensed as incurred.

The Company has  surveyed  its  suppliers,  financial  institutions,  government
agencies  and others with which it does  business to  determine  their Year 2000
readiness and coordinate  conversion  efforts.  Approximately 90% of third party
suppliers  have  responded  to  the  Company's  surveys.  At the  current  time,
respondents  critical to the  operations of the Company have indicated that they
are, or reasonably believe that they will be, Year 2000 compliant. If a material
risk arises,  the Company is prepared to perform  on-site visits to validate the
accuracy  of  the  information   received  and  will  test  such  systems  where
appropriate and possible.  Additionally, the Company has established programs to
ensure that future  purchases of equipment and software are Year 2000 compliant.
Costs incurred have been insignificant to date.

The Company does not expect Year 2000 issues to have a material  adverse  effect
on its products, services,  competitive position, financial condition or results
of  operations.  If,  however,  any of the  Company  systems  are not Year  2000
compliant or if government agencies, the Company's customers,  or suppliers fail
to achieve Year 2000 compliance, the Company may experience adverse consequences
including the following:  (i) customers may be unable to place orders due either
to the Company's or customers system failures; (ii) the Company may be unable to
maintain  adequate  production  scheduling,  inventory cost accounting and other
elements of its business that are dependent upon computer systems; and (iii) the
Company may be unable to deliver its products on a timely basis.
<PAGE>

The  disclosures  contained  herein  constitute  Year 2000 Readiness  Statements
pursuant to the Year 2000  Information and Readiness  Disclosure Act, Public Law
105-271.


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,  contracts with suppliers and
customers,  and  internal  financial  reporting  systems  to be able to  process
transactions in the new currency. A three-year transition period is given during
which  transactions  may be made in the old  currencies.  This may require  dual
currency processes until the conversion is complete.  The Company is identifying
the issues involved and intends to develop and implement solutions.  The cost of
this effort is not  expected to be  material  and will be 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 conversion to the Euro may have  competitive  implications  on the Company's
pricing and marketing strategies;  however, any such impact is not known at this
time.


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/A for the year ended
December 31, 1998,  the Company's 1998 Annual Report to  Stockholders,  this and
any  other  Form  10-Q or  Form  8-K of the  Company,  or any  oral  or  written
statements  made by or on behalf of the  Company,  may include  forward  looking
statements  which  reflect the  Company's  current  views with respect to future
events  and  financial   performance.   These  forward looking   statements  are
identified  by their  use of such  terms and  phrases  as  "intends,"  "intend,"
"intended," "goal," "estimate,"  "estimates,"  "expects," "expect,"  "expected,"
"project,"  "projects,"  "projected,"   "projections,"  "plans,"  "anticipates,"
"anticipated,"   "should,"  "designed  to,"  "foreseeable   future,"  "believe,"
"believes",  "scheduled" and similar  expressions.  Readers are cautioned not to
place undue reliance on these forward looking statements, which speak only as of
the date the  statement  was made.  The  Company  undertakes  no  obligation  to
publicly update or revise any forward looking statements, whether as a result of
new information, future events or otherwise.

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




<PAGE>


                           PART II - OTHER INFORMATION

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

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

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

         General Semiconductor held an Annual Meeting of Stockholders on May
         12, 1999.

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

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

            Ronald A. Ostertag           33,655,958                44,093
            Ronald Rosenzweig            33,668,356                31,695
            Peter A. Schwartz            33,668,241                31,810
            Samuel L. Simmons            33,663,606                36,445
            Dr. Gerard T. Wrixon         33,665,781                34,270

         2. The stockholders ratified the appointment of Deloitte & Touche
            LLP as independent auditor for the Company for the 1999 fiscal
            year  by  a  vote  of  33,679,133   shares  in  favor  of  the
            appointment;  12,368 shares against the  appointment and 8,550
            shares abstaining.


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

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

         10.7.2  Second Amendment to the Credit Agreement, dated as of June
                 22,  1999 among  General  Semiconductor,  Inc.,  The Chase
                 Manhattan  Bank as  Administrative  Agent,  the Banks from
                 time  to  time   parties   thereto,   and  the   financial
                 institutions named therein as co-agents for the Banks.

         10.8.2  Restated General Semiconductor, Inc. Annual Incentive Plan
                 adopted July 21, 1999.

         27      Financial Data Schedule

         99      Forward Looking Information

         99.1    Press release dated July 21, 1999 regarding the Company's
                 sales and earnings.



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

                 No reports on Form 8-K were filed by the Registrant during
                 the three months ended June 30, 1999.


<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.


July 23, 1999              /s/Andrew M. Caggia
-------------              -------------------
Date                       Andrew M. Caggia
                           Senior Vice President and Chief Financial Officer
                           Signing both in his capacity as Senior Vice
                           President on behalf of the Registrant and as Chief
                           Financial Officer of the Registrant