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, 2000
                  --------------------------------------------

                                       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 20, 2000
-----------------------------                      ----------------------------
Common Stock, par value $0.01                                37,814,857


<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, 2000 (unaudited) and December 31, 1999                2

          Consolidated Statements of Income for the Three and
          Six Months ended June 30, 2000 and 1999 (unaudited)            3

          Consolidated Statements of Cash Flows for the
          Six Months ended June 30, 2000 and 1999 (unaudited)            4

          Notes to Consolidated Financial Statements (unaudited)        5-10

          Management's Discussion and Analysis of
          Financial Condition and Results of Operations                11-14


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

          Legal Proceedings                                             15

          Submission of Matters to a Vote of Stockholders               15

          Exhibits                                                      15


SIGNATURE                                                               16


<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,
                                                                                         2000                1999
                                                                                   ------------------  -----------------
<S>                                                                                <C>                 <C>
Current Assets:
Cash                                                                                         $ 3,831            $ 2,586
Accounts receivable, less reserves of $911 and $1,091, respectively                           74,793             63,246
Inventories                                                                                   47,120             43,480
Prepaid expenses and other current assets                                                     13,899             11,843
Deferred income taxes                                                                         10,749             10,130
                                                                                   ------------------  -----------------

     Total current assets                                                                    150,392            131,285

Property, plant and equipment - net                                                          232,150            231,217
Excess of cost over fair value of net assets acquired, less accumulated
    amortization of $51,642 and $49,071, respectively                                        155,038            157,609
Deferred income taxes, net of valuation allowance                                             28,414             29,894
Intangibles and other assets, less accumulated amortization of $14,705 and
    $13,083, respectively                                                                     22,571             23,794
                                                                                   ------------------  -----------------

TOTAL ASSETS                                                                               $ 588,565          $ 573,799
                                                                                   ==================  =================




                                         LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable                                                                            $ 37,113           $ 31,864
Accrued expenses                                                                              40,011             34,700
                                                                                   ------------------  -----------------

     Total current liabilities                                                                77,124             66,564

Long-term debt                                                                               252,500            276,500
Deferred income taxes                                                                         28,896             28,608
Other non-current liabilities                                                                 67,674             70,745
                                                                                   ------------------  -----------------

     Total liabilities                                                                       426,194            442,417
                                                                                   ------------------  -----------------

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; 37,752 and
     37,069 shares issued, respectively                                                          377                371
Additional paid-in capital                                                                    11,507              2,151
Retained earnings                                                                            157,858            136,231
Other stockholder's equity                                                                    (7,371)            (7,371)
                                                                                   ------------------  -----------------
                                                                                             162,371            131,382
                                                                                   ------------------  -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                 $ 588,565          $ 573,799
                                                                                   ==================  =================


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


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


<TABLE>
<CAPTION>

                                                            Three Months Ended          Six Months Ended
                                                            ------------------          ----------------
                                                                  June 30,                  June 30,
                                                                  --------                  --------
                                                           2000           1999        2000             1999
                                                           ----           ----        ----             ----

<S>                                                     <C>            <C>          <C>              <C>
NET SALES                                               $ 128,318      $ 101,583    $243,288         $198,544
                                                        ---------      ---------    --------         --------
OPERATING COSTS AND EXPENSES:
    Cost of sales                                          88,810         75,020     169,247          147,497
    Selling, general and administrative                    14,357         11,583      27,021           22,546
    Research and development                                1,761          1,659       3,435            3,119
    Amortization of excess of cost over fair value
       of net assets acquired                               1,286          1,285       2,571            2,571
                                                       ----------      ---------    --------         --------
         Total operating costs and expenses               106,214         89,547     202,274          175,733
                                                       ----------      ---------    --------         --------
OPERATING INCOME                                           22,104         12,036      41,014           22,811
Other income (expense) - net                                  (22)            47          (7)             (11)
Interest expense-net                                       (4,808)        (5,273)    (10,113)         (10,321)
                                                       ----------      ---------    --------         --------

INCOME BEFORE INCOME TAXES                                 17,274          6,810      30,894           12,479

Provision for income taxes                                 (5,181)        (1,702)     (9,267)          (3,119)
                                                       ----------      ---------    --------         --------
NET INCOME                                               $ 12,093        $ 5,108    $ 21,627          $ 9,360
                                                       ==========      =========    ========         ========
Weighted Average Shares Outstanding:
  Basic                                                    37,671         36,820      37,501           36,820
  Diluted                                                  49,945         36,902      49,779           36,873

Earnings per share:
  Basic                                                    $ 0.32         $ 0.14      $ 0.58           $ 0.25
  Diluted                                                  $ 0.28         $ 0.14      $ 0.50           $ 0.25


                 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,
                                                                                      ---------------------------------------
                                                                                            2000                  1999
                                                                                      -----------------      ----------------
<S>                                                                                      <C>                    <C>
OPERATING ACTIVITIES:
 Net income                                                                               $ 21,627               $ 9,360
 Adjustments to reconcile to net cash
    from operating activities:
    Depreciation and amortization                                                           14,729                13,632
    Changes in assets and liabilities:
         Accounts receivable                                                               (11,547)               (1,475)
         Inventories                                                                        (3,640)               (3,869)
         Prepaid expenses and other current assets                                          (2,056)                    6
         Other non-current assets                                                              194                  (229)
         Deferred income taxes                                                               1,149                 2,245
         Accounts payable and accrued expenses                                              12,551               (10,028)
         Restructuring                                                                        (716)               (4,372)
         Other non-current liabilities                                                      (3,071)               (1,167)
    Other                                                                                      616                   107
                                                                                      -----------------      ----------------
Net cash provided by operating activities                                                   29,836                 4,210
                                                                                      -----------------      ----------------


INVESTING ACTIVITIES:
    Expenditures for property, plant and equipment                                         (13,270)              (11,727)
                                                                                      -----------------      ----------------
Net cash used in investing activities                                                      (13,270)              (11,727)
                                                                                      -----------------      ----------------


FINANCING ACTIVITIES:
    Net (repayments of) proceeds from revolving credit facilities                          (24,000)                9,000
    Deferred financing fees                                                                    593                     -
    Exercise of stock options                                                                8,086                     -
                                                                                      -----------------      ----------------
Net cash (used in) provided by financing activities                                        (15,321)                9,000
                                                                                      -----------------      ----------------
Increase in cash and cash equivalents                                                        1,245                 1,483
                                                                                      -----------------      ----------------
Cash and cash equivalents, beginning of period                                               2,586                 3,225
                                                                                      -----------------      ----------------
Cash and cash equivalents, end of period                                                   $ 3,831               $ 4,708
                                                                                      =================      ================

                                         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 a broad  array of power  management  products
including low-to medium-power rectifiers, transient voltage suppressors ("TVS"),
small signal  transistors,  diodes and MOSFETs.  Power rectifiers,  small signal
devices,  TVS  products  and  MOSFETs  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.  MOSFETs are devices  that switch  and/or
amplify current.  The Company's  products are primarily  targeted for use in the
computer,  automotive,  telecommunications,  lighting and  consumer  electronics
industries  and  are  sold  primarily  to  original   equipment   manufacturers,
electronic distributors and contract equipment manufacturers.

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 (the  "Stock  Split").  On  February 2, 1998
NextLevel  changed  its  name  to  General  Instrument   Corporation   ("General
Instrument").

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, 2000,  the results of its operations for the three and six months ended
June 30,  2000 and 1999,  and its cash flows for the six  months  ended June 30,
2000 and 1999 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, 2000 and 1999.  The results of  operations  for the three and six
months ended June 30, 2000 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 for the year ended December 31, 1999.


2.  INVENTORIES

    Inventories consist of:

                         June 30, 2000            December 31, 1999
                         -------------            -----------------

    Raw materials           $ 7,741                    $ 5,657
    Work in process          13,366                     13,739
    Finished goods           26,013                     24,084
                            -------                    -------
                            $47,120                    $43,480
                            =======                    =======
<PAGE>

3.  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' 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 GI common stock during the
period March 21, 1995 through October 18, 1995. The complaint alleges that prior
to the  Distribution,  GI and certain of its officers and directors,  as well as
Forstmann  Little & Co. and  certain  related  entities,  violated  the  federal
securities laws, namely, Sections 10(b) and 20(a) of the Securities 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 had
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.  General Instrument was
acquired  by Motorola  Inc. in January  2000.  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.


4.  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
sites relating to discontinued  operations in six 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 $29.8 million at June 30, 2000 ($30.2  million at December 31, 1999).
<PAGE>

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.


5.  EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted
average number of common shares  outstanding during the applicable  periods.  In
2000, the diluted earnings per share computation is based on net income 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.  In 1999, the diluted earnings per share computation is 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, 2000 and 1999.

<TABLE>
<CAPTION>

                                           For the Three Months                            For the Three Months
                                           Ended June 30, 2000                             Ended June 30, 1999
                                           -------------------                             -------------------
<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                     $12,093          37,671         $0.32            $5,108           36,820        $0.14
                                                                 =====                                           =====
Effect of Dilutive Securities
  Options                                          1,181                                               82
  Convertible debt                 1,698          11,093                              --                -
                                 -------          ------                          ------           ------
Diluted EPS
  Net income                     $13,791          49,945         $0.28            $5,108           36,902        $0.14
                                 =======          ======         =====            ======           ======        =====

                                         For the Six Months                                 For the Six Months
                                        Ended June 30, 2000                                Ended June 30, 1999
                                        -------------------                                -------------------

                                 Income           Shares       Per-Share          Income          Shares       Per-Share
                               (Numerator)    (Denominator)      Amount         (Numerator)    (Denominator)     Amount
                               -----------    -------------    ---------        -----------    -------------   ---------
Basic EPS
  Net income                     $21,627          37,501         $0.58            $9,360           36,820        $0.25
                                                                 =====                                           =====
Effect of Dilutive Securities
  Options                                          1,185                                               53
  Convertible debt                 3,367          11,093                              --                -
                                 -------          ------                          ------           ------
Diluted EPS
  Net income                     $24,994          49,779         $0.50            $9,360           36,873        $0.25
                                 =======          ======         =====            ======           ======        =====
</TABLE>
<PAGE>


6.  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  10-K for the  year  ended  December  31,  1999.  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
                            ------         ------       --------    -----       ---------    ------------
<S>                         <C>           <C>           <C>         <C>         <C>             <C>
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...........        13           11            14           2             -             40
Interest expense..........     4,774           52            22           -             -          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 expense........  $  2,542      $ 1,740       $   535     $   364     $       -       $  5,181

Three months ended
June 30, 1999:
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

<PAGE>

                            United
                            States         Europe       Far East    China       Corporate    Consolidated
                            ------         ------       --------    -----       ---------    ------------
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...........        25            15            24          7             -             71
Interest expense..........    10,044           104            36          -             -         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

Six months ended
June 30, 1999:
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
Earnings before
  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
</TABLE>


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

             Three Months Ended June 30,              Six Months Ended June 30,
             ---------------------------              -------------------------
                2000            1999                     2000          1999
                ----            ----                     ----          ----

     Taiwan   $18,823         $15,890                  $35,610        $29,717
     China     12,534           8,913                   22,680         17,445
              -------         -------                  -------        -------
              $31,357         $24,803                  $58,290        $47,162
              =======         =======                  =======        =======


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

             Three Months Ended June 30,             Six Months Ended June 30,
             ---------------------------             -------------------------
               2000             1999                    2000           1999
               ----             ----                    ----           ----

     France   $ 3,404         $ 3,319                  $ 6,526        $ 6,529
     Germany   16,298          13,387                   31,630         29,097
     Italy      4,162           3,581                    8,044          7,266
     U.K.       6,152           4,744                   10,850          7,933
     Other      9,143           7,897                   17,790         15,024
              -------         -------                  -------        -------
              $39,159         $32,928                  $74,840        $65,849
              =======         =======                  =======        =======

<PAGE>

7.       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. As amended by SFAS 137,
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, 1999.

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,
                                         --------------          --------------
                                         2000     1999           2000     1999
                                         ----     ----           ----     ----

Net sales.............................  100.0%   100.0%         100.0%   100.0%
Cost of sales.........................   69.2     73.9           69.6     74.3
                                        -----    -----          -----    -----
Gross profit..........................   30.8     26.1           30.4     25.7
Selling, general and administrative...   11.2     11.4           11.1     11.4
Research and development..............    1.4      1.6            1.4      1.6
Amortization of excess of cost over
  fair value of net assets acquired...    1.0      1.3            1.1      1.3
                                        -----    -----          -----    -----
Operating income......................   17.2     11.8           16.9     11.5
Other income (expense) - net..........      -        -              -        -
Interest expense - net................    3.7      5.2            4.2      5.2
                                        -----    -----          -----    -----
Income before income taxes............   13.5      6.7           12.7      6.3
Provision for income taxes............    4.0      1.7            3.8      1.6
                                        -----    -----          -----    -----
Net income............................    9.4%     5.0%           8.9%     4.7%
                                        =====    =====          =====    =====


EBITDA
------

EBITDA represents  earnings from continuing  operations before interest,  taxes,
depreciation and amortization  expense.  EBITDA 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 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 or as an indicator of the Company's  operating  performance or any
other measures of  performance  derived in accordance  with  generally  accepted
accounting principles.

                        Three Months Ended June 30,    Six Months Ended June 30,
                        ---------------------------    -------------------------
                           2000           1999            2000          1999
                           ----           ----            ----          ----

Net income.............  $12,093         $ 5,108        $21,627        $ 9,360
Interest...............    4,808           5,273         10,113         10,321
Taxes..................    5,181           1,702          9,267          3,119
Depreciation and
  amortization(1)......    6,911           6,794         13,861         13,565
                         -------         -------        -------        -------
EBITDA.................  $28,993         $18,877        $54,868        $36,365
                         =======         =======        =======        =======


(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 $128.3  million for the three months ended June 30, 2000  increased
$26.7  million from $101.6  million for the  comparable  prior year period.  The
26.3%  increase  is  primarily  due to  increased  volume  partly  offset  by an
approximate 4% decline in average selling prices.  For the six months ended June
30, 2000 net sales increased $44.7 million to $243.3 million from $198.5 million
for the corresponding prior year period. The 22.5% increase relates to increased
volume partly offset by an approximate 6% decline in average selling prices.  In
each of the  three  and six  months  ended  June  30,  2000 and  1999,  sales to
customers  in  North  America,   Europe  and  Southeast  Asia  each  represented
approximately 30% of net sales.


COST OF SALES
-------------
Cost of sales for the three and six months ended June 30, 2000 of $88.8  million
and  $169.2  million  compared  to $75.0  million  and  $147.5  million  for the
corresponding prior year periods.  Cost of sales increased $13.8 million for the
three months and $21.7 million for the six months principally due to an increase
in unit volume and to higher costs due to a strengthened New Taiwan Dollar.

Accordingly,  gross  margin  for the three and six months  ended  June 30,  2000
represents 30.8% and 30.4% of net sales,  respectively,  compared with 26.1% and
25.7% in the  comparable  prior year period.  This increase  relates to improved
capacity  utilization and factory absorptions and continued cost controls partly
offset by a decline in worldwide  average selling prices, a change in the mix of
products sold,  higher material and vendor costs and the strengthened New Taiwan
Dollar.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
Selling,  general and administrative expenses of $14.4 million and $27.0 million
for the three and six months ended June 30, 2000  increased  from $11.6  million
and $22.5 million for the  comparable  prior year periods.  The $2.8 million and
$4.5  million  increase  for the three and six  months,  respectively,  over the
corresponding   prior  year  periods  is  due   primarily  to  higher   variable
compensation and increased selling costs corresponding with higher revenues. The
current year also  includes the full year effect of the Korea sales office which
opened in April  1999.  As a  percentage  of net  sales,  selling,  general  and
administrative  expenses  have improved to 11.2% and 11.1% for the three and six
months ended June 30, 2000 from 11.4% in the comparable prior year periods.


RESEARCH AND DEVELOPMENT EXPENSES
---------------------------------
Research and development expenses of $1.8 million and $3.4 million for the three
and six months ended June 30, 2000  increased from $1.7 million and $3.1 million
for the  comparable  prior year  periods  due to costs  incurred  related to the
introduction  of power MOSFETs and  development  of power  management  products.
Research and development spending reflects the modification of existing products
as well as the continued  development  of new  products.  As a percentage of net
sales,  research and development  expenses  represent 1.4% for the three and six
months  ended June 30, 2000  compared  with 1.6% for the  comparable  prior year
periods due to the  proportionately  higher  increase in net sales.  The Company
plans to accelerate research and development  spending during the second half of
2000.


NET INTEREST EXPENSE
--------------------
Net interest  expense  decreased to $4.8 million and $10.1 million for the three
and six months ended June 30, 2000 from $5.3  million and $10.3  million for the
corresponding prior year periods.  This decrease relates to a lower average debt
balance  outstanding,  reduced  borrowing  rate on  floating  rate  debt and the
issuance  of  the  convertible   debt  described  below  partly  offset  by  the
amortization of deferred financing costs related to the convertible debt.

<PAGE>

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, 2000  increased  to 30% from 25% for the six months ended
June 30, 1999 due  primarily to a decrease in the  percentage  of the  Company's
income from foreign subsidiaries taxed at rates lower than the U.S. rate.


EBITDA
------
The $10.1  million  and $18.5  million  increase in EBITDA for the three and six
months ended June 30, 2000, respectively,  compared with the corresponding prior
year  periods  is  due  primarily  to  increased  volume  and  improved  factory
performance partly offset by lower selling prices.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Working capital at June 30, 2000 was $73.3 million  compared to $64.7 million at
December  31,  1999.  The  working  capital  increase of $8.6  million  resulted
primarily from increases in accounts receivable to support a higher revenue base
and  increased  inventory  partly  offset by increases  in accrued  expenses and
income  taxes  payable.  The  current  ratio  is 2.0 to 1 at June  30,  2000 and
December 31, 1999.

During the six months  ended June 30,  2000 the Company  invested  approximately
$13.3 million in property,  plant and equipment primarily for capacity expansion
compared with $11.7 million for the corresponding prior year period. The Company
currently  plans to  invest  approximately  $35.0 to $40.0  million  in  capital
expenditures  for the year ended  December  31,  2000  principally  for  certain
capacity  expansions and automation.  Such capital spending is largely dependent
upon the manufacturers capability to deliver equipment ordered.

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
are subordinated to the Company's existing and future senior indebtedness ($80.0
million at June 30, 2000) and to certain  existing and future trade  payable and
other liabilities of certain of our subsidiaries (approximately $73.6 million at
June 30, 2000). 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,
2000 and December 31, 1999, the Company was in compliance  with all such amended
covenants.
<PAGE>

The weighted  average  interest rate on the Company's  long-term debt as of June
30, 2000 and 1999 was 6.7% and 6.9%, respectively.

At June 30, 2000 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
needs from the  results of its  operations,  working  capital  and the  existing
credit   facility.   There   can  be  no   assurance,   however,   that   future
industry-specific  developments  or general  economic  trends will not adversely
affect the Company's operations or its ability to meet its cash requirements.


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 our pricing and
marketing  strategies;  however,  any such  impact  is not  known at this  time.
Currently,  the Company has not experienced any material negative impact to date
as a result of the introduction of the Euro.


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, 1999,  the Company's 1999 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 3 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 10, 2000.

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

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

              C. Scott Kulicke           35,239,325             14,989
              Ronald A. Ostertag         35,241,910             12,404
              Ronald Rosenzweig          35,241,785             12,529
              Peter A. Schwartz          35,240,735             13,579
              Samuel L. Simmons          35,236,655             17,659
              Prof. Gerard T. Wrixon     35,240,498             13,816


          2.  The  stockholders  ratified  the  appointment  of  Deloitte &
              Touche LLP as  independent  auditor  for the Company for the 2000
              fiscal year by a vote of  35,245,429  shares in favor of the
              appointment; 8,120 shares against the appointment and 765 shares
              abstaining.


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

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

          10.8.2   First Amendment to the Supplemental Executive Retirement Plan

          27       Financial Data Schedule

          99       Forward Looking Information


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

                   The Company filed a Form 8-K with the SEC, dated
                   April 20, 2000,  to report under Item 5 of that Form that a
                   press  release  was issued on April 20,  2000  announcing
                   earnings for the thee months ended March 31, 2000.  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.


July 26, 2000             /s/Robert J. Gange
-------------             ----------------------------------
Date                      Robert J. Gange
                          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