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                                                                      EXHIBIT 99



                     GENERAL SEMICONDUCTOR, INC. (THE "COMPANY")
                       EXHIBIT 99 - FORWARD-LOOKING INFORMATION

    The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward looking statements.  The Company's Form 10-K, the Company's
Annual Report to Stockholders, any other Form 10-Q or Form 8-K of the Company,
or any other 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" 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.  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.

    The actual results of the Company 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),
Ireland and the People's Republic of China, and other markets where the Company
operates; (b) changes in capital availability or costs, such as changes in
interest rates, market perceptions of the industry in which the Company
operates, or security ratings; (c) uncertainties relating to customer plans and
commitments; (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. 

FACTORS RELATING TO THE DISTRIBUTION

    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 (the "Communications
Business") to its wholly-owned subsidiary NextLevel Systems, Inc. ("NextLevel
Systems") 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 (the "Cable Manufacturing Business")
to its wholly-owned subsidiary CommScope, Inc. ("CommScope") and (ii) then
distributed all of the ordinary shares of capital stock of each of NextLevel
Systems and CommScope to its shareholders on a pro rata basis as a dividend (the
"Distribution"), in a transaction that was consummated on July 28, 1997.  The
Company retained all the assets and liabilities relating to the manufacture and
sale of discrete power rectifiers and transient voltage suppression components
used in telecommunications, automotive and consumer electronics products.  The
Company prior to the Distribution is referred to as "GI". 

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    The Company has no recent operating history as a separate entity and is a
smaller and less diversified company than GI was prior to the Distribution.  The
ability of the Company to satisfy its obligations and maintain profitability
will be solely dependent upon its own future performance, and the Company will
no longer be able to rely on the capital resources and cash flows of the
businesses of NextLevel Systems or CommScope. The future performance and cash
flows of the Company will be subject to prevailing economic conditions and to
financial, business and other factors affecting the business operations of the
Company, including factors beyond its control. 

    The division of GI may result in some temporary dislocation and
inefficiencies to the business operations, as well as the organization and
personnel structure, of the Company, and will also result in the duplication of
certain personnel, administrative and other expenses required for the operation
of independent companies. The management of the Company has not previously
operated its business as a separate public company so there can be no assurance
that the transition will not alter or disrupt, at least temporarily, the
management and operations of the Company's business. 
    
    The Distribution Agreement dated as of June 12, 1997, among GI, NextLevel
Systems and CommScope (the "Distribution Agreement") and certain other
agreements executed in connection with the Distribution (collectively, the
"Ancillary Agreements") allocate among the Company, NextLevel Systems, and
CommScope and their respective subsidiaries responsibility for various
indebtedness, liabilities and obligations.  It is possible that a court would
disregard this contractual allocation of indebtedness, liabilities and
obligations among the parties and require the Company or its subsidiaries to
assume responsibility for obligations allocated to another party, particularly
if such other party were to refuse or was unable to pay or perform any of its
allocated obligations.

    Pursuant to the Distribution Agreement and certain of the Ancillary
Agreements, the Company has agreed to indemnify the other parties (and certain
related persons) from and after consummation of the Distribution with respect to
certain indebtedness, liabilities and obligations, which indemnification
obligations could be significant.

    Although GI has received a favorable ruling from the Internal Revenue
Service, if the Distribution were not to qualify as a tax free spin-off under
Section 355 of the Internal Revenue Code of 1986, as amended, then, in general,
a corporate tax would be payable by the consolidated group of which the Company
was the common parent based upon the difference between the fair market value of
the stock distributed and the distributing corporation's adjusted basis in such
stock. The corporate level tax would be payable by the Company and could
substantially exceed the net worth of the Company. However, under certain
circumstances, NextLevel Systems and CommScope have agreed to indemnify the
Company for such tax liability.  In addition, under the consolidated return
rules, each member of the consolidated group (including NextLevel Systems and
CommScope) is severally liable for such tax liability. 

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LEVERAGE; CERTAIN RESTRICTIONS UNDER CREDIT FACILITIES

    The Company is substantially more leveraged than GI was prior to the
Distribution.  The degree to which the Company is leveraged could have important
consequences, including the following: (i) the Company's ability to obtain
additional financing in the future for working capital, capital expenditures,
product development, acquisitions, general corporate purposes or other purposes
may be impaired; (ii) a portion of the Company's and its subsidiaries' cash flow
from operations must be dedicated to the payment of the principal of and
interest on its indebtedness; (iii) the Credit Agreement, dated as of July 23,
1997, among the Company, certain banks, and The Chase Manhattan Bank, as
Administrative Agent contains certain restrictive financial and operating
covenants, including, among others, requirements that the Company satisfy
certain financial ratios; (iv) a significant portion of the Company's borrowings
will be at floating rates of interest, causing the Company to be vulnerable to
increases in interest rates; (v) the Company's degree of leverage may make it
more vulnerable to a downturn in general economic conditions; and (vi) the
Company's degree of leverage may limit its flexibility in responding to changing
business and economic conditions.

    In addition, in a lawsuit by an unpaid creditor or representative of
creditors, such as a trustee in bankruptcy, a court may be asked to void the
Distribution (in whole or in part) as a fraudulent conveyance and to require
that the stockholders return the special dividend (in whole or in part) to the
Company or require the Company to fund certain liabilities of NextLevel Systems
and CommScope for the benefit of creditors.

COMPETITION

    The Company is subject to competition from a substantial number of foreign
and domestic companies, some of which have greater financial, engineering,
manufacturing and other resources than the Company.  The Company's 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 the Company believes that it enjoys certain
technological and other advantages over its competitors, realizing and
maintaining such advantages will require continued investment by the Company in
engineering, research and development, marketing and customer service and
support. There can be no assurance that the Company will have sufficient
resources to continue to make such investments or that the Company will be
successful in maintaining such advantages.

INTERNATIONAL OPERATIONS; FOREIGN CURRENCY RISKS

    A significant portion of the Company's products are manufactured or
assembled in Taiwan (Republic of China) and Ireland and other countries outside
the United States.  These foreign operations are subject to the usual risks
inherent in situating operations abroad, including risks with respect to
currency exchange rates, economic and political destabilization, restrictive
actions by foreign governments, nationalizations, the laws and policies of the
United States affecting trade, foreign investment and loans, and foreign tax
laws. The Company's cost-competitive status relative to other competitors could
be adversely affected if the New 

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Taiwan dollar or another relevant currency appreciates relative to the U.S.
dollar.  In addition, a substantial portion of the annual sales of the Company's
business are outside of the United States.

ENVIRONMENT

    The Company is subject to various federal, state, local and foreign laws
and regulations governing 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.  The Company is involved in remediation programs,
principally with respect to former manufacturing sites, which are proceeding in
connection with federal and state regulatory oversight.  In addition, the
Company is currently named as a "potentially responsible party" with respect to
the disposal of hazardous wastes at nine hazardous waste sites located in six
states.  
    
    The Company has engaged independent consultants to assist management in
evaluating potential liabilities related to environmental matters.  The
Company's 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 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.  Although the Company estimates, based on
assessments and evaluations made by management, that its exposure with respect
to these environmental matters could be as high as $56.9 million, the Company
believes that the reserve for environmental matters of $36.4 million at June 30,
1997 is reasonable and adequate.  However, there can be no assurance that the
ultimate resolution of these matters will approximate the amount reserved.  
    
    In connection with the Distribution, the Company retained the obligations
with respect to environmental matters relating to the Company's discontinued
operations and its status as a "potentially responsible party."  Based on the
factors discussed above, capital expenditures and expenses for the Company's
remediation programs, and the proportionate share of the cost of the necessary
investigation and eventual remedial work that may be needed to be performed at
the sites for which the Company has been named as a "potentially responsible
party," are not expected to have a material adverse effect on the financial
statements of the Company.  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. 



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