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 September 30, 1998

                                       OR

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

                 For the transition period from_______ to_______

                          Commission file number 1-5442

                           General Semiconductor, Inc.
                           ---------------------------

             (Exact name of registrant as specified in its charter)

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

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

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

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

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

Yes  x     No
    ---      ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

         Class                                   Outstanding at October 29, 1998
------------------------                         -------------------------------
Common Stock, par value $0.01                              36,819,898




<PAGE>





                  GENERAL SEMICONDUCTOR, INC. AND SUBSIDIARIES

                               INDEX TO FORM 10-Q



                                                                         PAGES

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

Financial Statements


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

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

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

        Notes to Consolidated Financial Statements (unaudited)             5-10

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


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

        Legal Proceedings                                                  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)
                                                                               September 30,  December 31,
                                                                                   1998           1997 (1)
                                                                                 ---------    ----------
Current Assets:
<S>                                                                             <C>           <C>

Cash .........................................................................   $   4,037    $   5,192
Accounts receivable, less reserves of $795
     and $825, respectively ..................................................      55,122       54,077
Inventories ..................................................................      36,070       34,309
Prepaid expenses and other current assets ....................................      12,793        9,890
Deferred income taxes ........................................................       9,782       14,263
                                                                                 ---------    ---------

     Total current assets ....................................................     117,804      117,731

Property, plant and equipment - net ..........................................     222,358      218,752
Excess of cost over fair value of net assets acquired, less accumulated
    amortization of $42,642 and $38,784, respectively ........................     164,037      167,895
Deferred income taxes, net of valuation allowance ............................      28,968       26,509
Intangibles and other assets, less accumulated amortization of $10,631 and
    $9,228, respectively .....................................................      20,878       19,418
                                                                                 ---------    ---------

TOTAL ASSETS .................................................................   $ 554,045    $ 550,305
                                                                                 =========    =========


                                          LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable .............................................................   $  20,399    $  38,332
Accrued expenses .............................................................      36,957       58,352
Current portion of long-term debt ............................................        --          4,310
                                                                                 ---------    ---------

     Total current liabilities ...............................................      57,356      100,994

Long-term debt ...............................................................     293,000      263,764
Deferred income taxes ........................................................      19,434       21,710
Other non-current liabilities ................................................      75,174       77,476
                                                                                 ---------    ---------

     Total liabilities .......................................................     444,964      463,944
                                                                                 ---------    ---------

Commitments and contingencies

Stockholders' Equity:
Preferred Stock, $0.01 par value; 20,000 shares authorized; no shares issued .        --           --
Common Stock, $0.01 par value; 400,000 shares authorized; 36,924
     and 36,887 shares issued, respectively ..................................         369          369
Retained earnings ............................................................     115,575       93,308
Other stockholders' equity ...................................................      (6,863)      (7,316)
                                                                                 ---------    ---------
                                                                                 ---------    ---------
                                                                                   109,081       86,361
                                                                                 ---------    ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ...................................   $ 554,045    $ 550,305
                                                                                 =========    =========
</TABLE>


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

                 See notes to consolidated financial statements.

        
<PAGE>




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


<TABLE>
<CAPTION>

                                                        Three Months Ended          Nine Months Ended
                                                          September 30,               September 30,
                                                      ------------------------    --------------------
                                                        1998           1997        1998            1997
                                                        ----           ----        ----            ----
<S>                                                                    <C>                 <C>            <C>             <C>      
NET SALES ..........................................   $  97,223    $  95,568    $ 302,382    $ 276,448
                                                       ---------    ---------    ---------    ---------
OPERATING COSTS AND EXPENSES:
    Cost of sales ..................................      70,497       64,906      211,720      219,445
    Selling, general and administrative ............      11,519       10,291       34,769       32,868
    Research and development .......................       1,503        1,673        4,466        4,923
    Amortization of excess of cost over fair value
       of net assets acquired ......................       1,286        1,286        3,858        3,857
                                                       ---------    ---------    ---------    ---------
         Total operating costs and expenses ........      84,805       78,156      254,813      261,093
                                                       ---------    ---------    ---------    ---------
OPERATING INCOME ...................................      12,418       17,412       47,569       15,355
Other income (expense) - net .......................          (3)          65          (84)          76
Interest expense-net ...............................      (5,239)      (3,976)     (15,213)      (9,316)
                                                       ---------    ---------    ---------    ---------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES ................................       7,176       13,501       32,272        6,115

Provision for income taxes .........................      (1,220)      (4,995)     (10,005)      (6,318)
                                                       ---------    ---------    ---------    ---------
INCOME (LOSS) FROM CONTINUING OPERATIONS ...........       5,956        8,506       22,267         (203)

DISCONTINUED OPERATIONS
Loss from discontinued operations, net of income tax
benefit of $1,258 and expense of $22,073 in 1997  ..        --        (21,149)        --         (2,939)
                                                       ---------    ---------    ---------    ---------
NET INCOME (LOSS) ..................................   $   5,956    $ (12,643)   $  22,267    $  (3,142)
                                                       =========    =========    =========    ---------
Weighted Average Shares Outstanding:
  Basic ............................................      36,820       36,374       36,808       34,957
  Diluted ..........................................      36,824       37,116       36,898       34,957

Basic earnings (loss) per share:
 Continuing operations .............................   $    0.16    $    0.23    $    0.60    $   (0.01)
 Discontinued operations ...........................        --          (0.58)        --          (0.08)
                                                       ---------    ---------    ---------    ---------
 Net income (loss) .................................   $    0.16    $   (0.35)   $    0.60    $   (0.09)
                                                       =========    =========    =========    =========

Diluted earnings (loss) per share:
 Continuing operations .............................   $    0.16    $    0.23    $    0.60    $   (0.01)
 Discontinued operations ...........................        --          (0.57)        --          (0.08)
                                                       ---------    ---------    ---------    ---------
 Net income  (loss) ................................   $    0.16    $   (0.34)   $    0.60    $   (0.09)
                                                       =========    =========    =========    =========

</TABLE>

                 See notes to consolidated financial statements.

<PAGE>


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

<TABLE>
<CAPTION>

                                                                     Nine Months Ended
                                                                        September 30,
                                                               --------------------------
                                                                    1998           1997
                                                                   ------          -----
OPERATING ACTIVITIES:
<S> ...........................................................         <C>          <C>
 Income (loss) from continuing operations .....................   $  22,267    $    (203)
 Adjustments to reconcile to net cash
   provided by continuing operating activities:
    Depreciation and amortization .............................      18,424       18,202
    Changes in assets and liabilities:
         Accounts receivable ..................................      (1,045)     (13,294)
         Inventories ..........................................      (1,761)       2,273
         Prepaid expenses and other current assets ............      (2,903)      (4,635)
         Other non-current assets .............................      (1,726)      (1,488)
         Deferred income taxes ................................         528       (3,831)
         Accounts payable and accrued expenses ................     (14,702)      11,730
         Other non-current liabilities ........................      (2,302)       4,296
    Other .....................................................        (327)        (104)
                                                                  ---------    ---------
Net cash provided by continuing operating activities ..........      16,453       12,946
                                                                  ---------    ---------

Cash (used in) provided by discontinued operations ............     (25,177)     144,970
                                                                  ---------    ---------

INVESTING ACTIVITIES:
    Expenditures for property, plant and equipment ............     (17,780)     (18,347)
    Proceeds from sale of short-term investments ..............        --         24,972
                                                                  ---------    ---------
Net cash (used in) provided by investing activities ...........     (17,780)       6,625
                                                                  ---------    ---------

FINANCING ACTIVITIES:
    Costs associated with the issuance of debt and Common Stock        --         (1,049)
    Net borrowing (repayments) from revolving credit facilities      71,000     (185,000)
    Redemption of Convertible Junior Subordinated Notes .......        --           (245)
    Principal repayment of debt ...............................     (46,074)      (2,155)
    Exercise of stock options .................................         423       18,305
                                                                  ---------    ---------
Net cash provided by (used in) financing activities ...........      25,349     (170,144)
                                                                  ---------    ---------
Decrease in cash and cash equivalents .........................      (1,155)      (5,603)
                                                                  ---------    ---------
Cash and cash equivalents, beginning of period ................       5,192       20,252
                                                                  ---------    ---------
Cash and cash equivalents, end of period ......................   $   4,037    $  14,649
                                                                  =========    =========
</TABLE>

                 See notes to consolidated financial statements.


<PAGE>


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

1.  DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

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

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

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

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

<PAGE>

2.  DISCONTINUED OPERATIONS

Net sales from Discontinued  Operations  included in the statement of operations
were  $143.1  million  and $1.3  billion  for the  three and nine  months  ended
September  30, 1997.  Discontinued  operations  also  includes  charges of $20.8
million and $52.9  million,  net of applicable  income taxes,  for the three and
nine months ended  September 30, 1997 for costs  incurred  primarily  related to
severance  and the  separation of the Taiwan  operations  of GI between  General
Semiconductor and General Instrument and for professional fees and certain other
costs incurred directly related to the Distribution.

In connection  with the  Distribution,  the Company also recorded in income from
continuing  operations pre-tax charges of $0.1 million and $32.8 million to cost
of  sales  and  $0.1   million  and  $1.2   million  to  selling,   general  and
administrative  expenses  during the three and nine months ended  September  30,
1997,  respectively,  incurred  principally in connection with the separation of
the Taiwan operations between General Semiconductor and General Instrument.


3.  INVENTORIES

  Inventories consist of:

                               September 30, 1998             December 31, 1997
                               ------------------             -----------------


     Raw materials                  $ 4,759                        $ 7,181
     Work in process                 15,374                         12,052
     Finished goods                  15,937                         15,076
                                     ------                         ------
                                    $36,070                        $34,309
                                     ======                         ======


4.  LONG-TERM DEBT

Long-term debt consists of:
                               September 30, 1998             December 31, 1997
                               ------------------             -----------------

Senior indebtedness:

    Revolving credit facility      $293,000                         $222,000
    Taiwan loan                           -                           46,074
                                   --------                          -------
                                    293,000                          268,074
Less: current maturities                  -                            4,310
                                   --------                          -------
                                   $293,000                         $263,764
                                    =======                          =======


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

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

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

Net interest  expense  included in the  Consolidated  Statements  of  Operations
through the  Distribution  Date  represents  an  allocation  based upon  General
Semiconductor's net assets as a percentage of total assets of GI.


5.  INCOME TAXES

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

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

The  provision for income taxes is computed  utilizing  the  Company's  expected
annual effective income tax rate. The Company's  effective tax rate for the nine
months ended  September  30, 1998  decreased to 31% from 37% for the nine months
ended September 30, 1997,  excluding the charges incurred in connection with the
separation of GI's Taiwan operations,  due primarily to an increased  proportion
of income of foreign subsidiaries taxed at rates lower than the U.S. rate.

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


6.  LITIGATION

A securities  class action is presently  pending in the United  States  District
Court for the Northern  District of Illinois,  Eastern  Division,  In Re General
Instrument Corporation  Securities  Litigation.  This action, which consolidates
numerous class action  complaints filed in various courts between October 10 and
October  27,  1995,  is  brought  by  plaintiffs,  on their  own  behalf  and as
representatives  of a class of  purchasers  of GI common stock during the period
March 21, 1995 through October 18, 1995. The complaint alleges that prior to the
Distribution, GI and certain of its officers and directors, as well as Forstmann
Little & Co. and certain related entities, violated the federal securities laws,
namely,  Sections  10(b) and 20(a) of the  Securities  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.  The  court  had  granted  the
defendants' motions to dismiss the original complaints in both of these actions,


<PAGE>


but  allowed  the  plaintiffs  in each  action an  opportunity  to file  amended
complaints.  Amended  complaints  were filed on November 7, 1997. The defendants
have answered the amended consolidated  complaint in the class actions,  denying
liability,  and have filed a renewed motion to dismiss the derivative action. On
September  22, 1998,  defendants'  motion to dismiss the  derivative  action was
denied.

An action entitled BKP Partners, L.P. v. General Instrument Corp. was brought in
February 1996 by certain holders of preferred stock of Next Level Communications
("NLC"),  which was merged into a subsidiary of GI in September 1995. The action
was originally filed in the Northern District of California and was subsequently
transferred to the Northern District of Illinois. The plaintiffs allege that the
defendants  violated federal  securities laws by making  misrepresentations  and
omissions  and  breached   fiduciary  duties  to  NLC  in  connection  with  the
acquisition  of NLC by GI.  Plaintiffs  seek,  among other  things,  unspecified
compensatory  and punitive  damages and attorney's  fees and costs. On September
23, 1997 the district court dismissed the complaint,  without prejudice, and the
plaintiffs  were given  until  November  7, 1997 to amend  their  complaint.  On
November 7, 1997,  plaintiffs  served the  defendants  with amended  complaints,
which  contain  allegations  substantially  similar  to  those  in the  original
complaint.  The  defendants  have filed a motion to dismiss parts of the amended
complaint  and have  answered  the  balance of the  amended  compliant,  denying
liability.  On September 22, 1998, the district  court  dismissed with prejudice
the  portion  of the  complaint  alleging  violations  of  Section  14(a) of the
Exchange Act, and denied the remainder of defendants' motion to dismiss.

In connection with the Distribution,  General Instrument agreed to indemnify the
Company with respect to its  obligations,  if any, arising out of or relating to
In Re  General  Instrument  Corporation  Securities  Litigation  (including  the
derivative  action),  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.

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


7.   COMMITMENTS AND CONTINGENCIES

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

The  Company  has  engaged  independent  consultants  to  assist  management  in
evaluating potential  liabilities related to environmental  matters.  Management
assesses  the  input  from  these  independent   consultants  along  with  other
information  known to the  Company in its effort to  continually  monitor  these
potential  liabilities.  Management  assesses  its  environmental  exposure on a
site-by-site basis,  including those sites where the Company has been named as a
"potentially responsible party". Such assessments include the Company's share of
remediation  costs,  information known to the Company concerning the size of the
hazardous waste sites, their years of operation and the number of past users and
their financial viability.  The Company has recorded a reserve for environmental
matters of $32.4  million at September  30, 1998 ($34.9  million at December 31,
1997).  While the  ultimate  outcome  of these  matters  cannot  be  determined,
management  does not believe that the final  disposition  of these  matters will
have a material adverse effect on the Company's financial  position,  results of
operations  or cash flows  beyond the  amounts  previously  provided  for in the
financial statements.


<PAGE>

Based on the factors discussed above,  capital expenditures and expenses for the
Company's remediation  programs,  and the proportionate share of the cost of the
necessary  investigation  and  eventual  remedial  work that may be needed to be
performed  at the sites for which the Company  has been named as a  "potentially
responsible  party",  are not expected to have a material  adverse effect on the
Company's financial position, results of operations or cash flows. The Company's
present and past facilities have been in operation for many years, and over that
time in the course of those  operations,  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.


8.  EARNINGS PER SHARE

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

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

Set forth below are  reconciliations  of the numerators and  denominators of the
basic and diluted  per share  computations  for the three and nine months  ended
September 30, 1998 and 1997. The effect of outstanding  options and  Convertible
Junior  Subordinated Notes (the "Notes") for the nine months ended September 30,
1997 was anti-dilutive.


<TABLE>
<CAPTION>

                                      For the Three Months                        For the Nine Months
                                    Ended September 30, 1998                    Ended September 30, 1998
                                    ------------------------                    ------------------------


                               Income           Shares     Per-Share         Income          Shares     Per-Share
                           (Numerator)    (Denominator)      Amount      (Numerator)    (Denominator)     Amount
Basic EPS
<S>                            <C>             <C>           <C>             <C>            <C>           <C>
  Income available to
  common stockholders          $5,956          36,820        $0.16           $22,267        36,808        $0.60

Effect of Dilutive Securities
  Options                                           4                                           90
                                               ------                                       ------

Diluted EPS
  Income available to
  common stockholders
  plus assumed
  conversions                  $5,956          36,824        $0.16           $22,267        36,898        $0.60


</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                        For the Three Months                      For the Nine Months
                                      Ended September 30, 1997                  Ended September 30, 1997
                                      ------------------------                  ------------------------

                               Income           Shares     Per-Share         Income          Shares     Per-Share
                           (Numerator)    (Denominator)      Amount      (Numerator)    (Denominator)     Amount
Basic EPS
  Income (loss) available
<S>                           <C>              <C>           <C>               <C>          <C>          <C>    
  to common stockholders      $8,506           36,374        $0.23             $(203)       34,957       $(0.01)

Effect of Dilutive Securities
  Options                                          742                                          -
                                               -------                                      -----

Diluted EPS
  Income (loss) available to
  common stockholders
  plus assumed
  conversions                 $8,506           37,116        $0.23             $(203)       34,957       $(0.01)
</TABLE>



9.  RECENT ACCOUNTING PRONOUNCEMENTS

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

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


<PAGE>


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


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


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

NET SALES
---------
Net sales for the three months ended  September 30, 1998  increased $1.6 million
to $97.2 million from $95.6 million for the comparable  prior year period due to
the inclusion of small signal product revenues  (business acquired on October 1,
1997)  primarily in Europe,  partly offset by lower  worldwide  average  selling
prices (approximating 10%) and unfavorable foreign exchange rate fluctuations in
Japan.  For the nine months ended  September 30, 1998 net sales  increased $26.0
million to $302.4  million  from $276.4  million for the  comparable  prior year
period due to the inclusion of small signal product revenues described above and
higher volume in the base business in North America and Europe. The increase was
partly offset by lower  worldwide  average  selling prices  described  above and
unfavorable  foreign  exchange  rate  fluctuations  in Europe and Japan.  Orders
decreased 3% for the three months ended  September 30, 1998 from the  comparable
prior year period primarily due to lower selling prices.


COST OF SALES
-------------
Cost of sales for the three and nine months  ended  September  30, 1998 of $70.5
million and $211.7 million  compares to $64.9 million and $219.4 million for the
corresponding prior year periods. Cost of sales increased $5.6 million and $25.0
million,  excluding  pre-tax  charges of $32.7 million for the nine months ended
September  30, 1997 for  severance  and costs  related to the  separation of the
Taiwan  operations  of GI,  principally  due to  increased  volume  in the  base
business in addition to the inclusion of small signal product sales.

Accordingly, gross margin for the three and nine months ended September 30, 1998
represents 27.5% and 30.0% of net sales,  respectively,  compared with 32.1% and
32.5% in the comparable prior periods,  excluding the charges noted above.  This
decrease  relates  to a change in the mix of the  products  sold and  erosion of
average  selling  prices  partially  offset by continued  cost  controls and the
effect of favorable foreign exchange rate fluctuations, primarily related to the
New Taiwan Dollar.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
Selling,  general and administrative expenses of $11.5 million and $34.8 million
for the three and nine months  ended  September  30, 1998  increased  from $10.3
million  and $32.9  million  for the  comparable  prior year  periods.  The $1.2
million  increase  is due,  in part,  to higher  operating  costs  incurred as a
stand-alone company for the three months ended September 30, 1998. Additionally,
the three  months  ended  September  30, 1997  included a reduction  in variable
selling expense and the settlement of an environmental matter that did not occur
during the three months  ended  September  30,  1998.  For the nine months ended
September 30, 1998 selling,  general and administrative  expenses increased $3.1
million from $31.7 million,  excluding a $1.1 million pre-tax charge recorded in
June, 1997 for transaction costs related to the  Distribution,  due primarily to
higher operating costs to support increased revenues.



<PAGE>


NET INTEREST  EXPENSE
---------------------
Net interest  expense  increased to $5.2 million and $15.2 million for the three
and nine months ended  September 30, 1998 from $4.0 million and $9.3 million for
the  corresponding  prior year periods.  Net interest  expense for the three and
nine months ended  September  30, 1997  represents  an  allocation  upon General
Semiconductor's  net assets as a percentage of total assets of GI throughout the
Distribution date. Pro forma net interest expense,  assuming a net debt level of
$275.0 million through the  Distribution  Date and amortization of debt issuance
costs associated with the new borrowings, would have been $4.9 million and $14.7
million, respectively, for the three and nine months ended September 30, 1997.


INCOME TAXES
------------
The  provision for income taxes is computed  utilizing  the  Company's  expected
annual effective income tax rate. The Company's  effective tax rate for the nine
months ended  September  30, 1998  decreased to 31% from 37% for the nine months
ended September 30, 1997,  excluding the charges incurred in connection with the
separation of GI's Taiwan operations,  due primarily to an increased  proportion
of income of foreign subsidiaries taxed at rates lower than the U.S. rate.


DISCONTINUED OPERATIONS
-----------------------
The net operating  results of the businesses  transferred to General  Instrument
and CommScope have been  reported,  net of applicable  income taxes,  as "Income
from discontinued operations".  Discontinued operations also includes charges of
$20.8 million and $52.9 million,  net of applicable  income taxes, for the three
and nine months ended  September  30,  1997,  respectively,  for costs  incurred
primarily related to severance and the separation of the Taiwan operations of GI
and for professional  fees and certain other costs incurred  directly related to
the Distribution.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Working  capital at  September  30,  1998 was $60.4  million  compared  to $16.7
million at December  31, 1997.  The working  capital  increase of $43.7  million
resulted  primarily  from payments of the remaining  liabilities  related to the
Distribution  totaling  $25.2  million,  the  refinancing  of  the  Taiwan  loan
discussed below,  payment of year-end  incentives and a decrease in income taxes
payable.  As a result,  the current ratio increased to 2.1 to 1 at September 30,
1998 compared with 1.2 to 1 at December 31, 1997.

During the nine months ended  September  30, 1998,  the Company  invested  $17.8
million in property,  plant and  equipment  compared  with $18.3 million for the
corresponding  prior year  period.  While the Company does not have any material
commitments  for capital  expenditures  it does  expect to invest  approximately
$30.0  million in capital  expenditures  for the year ended  December  31,  1998
principally directed to strategic initiatives and automation.

Debt  increased  to $293.0  million at  September  30,  1998  compared to $268.1
million at December 31, 1997 including current maturities  primarily to fund the
remaining  payments related to the Distribution of $25.2 million made during the
six months ended June 30, 1998. On February 26, 1998,  the Company  consolidated
its debt and  refinanced  the entire  Taiwan loan balance of $46.1  million with
proceeds from borrowings  under its $350.0 million credit facility which matures
on December 31, 2002.  At September 30, 1998 there were $11.0 million of letters
of credit  outstanding  that reduce the amount that can be borrowed  against the
credit facility.

The Company  generated  cash flow from  operations  but  experienced  an overall
decrease in cash for the nine months ended  September  30, 1998 due primarily to
the  remaining  payments  related to the  Distribution  discussed  above.  As of
September  30,  1997 the  Company had $14.6  million  cash and cash  equivalents
principally to finance the acquisition of the small signal products  business on
October 1, 1997.

<PAGE>


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


YEAR 2000
---------
The Company recognizes the importance of ensuring that neither its customers nor
its  business  operations  are  disrupted  as a  result  of Year  2000  software
failures.  The Company, with the assistance of outside consulting resources,  is
centrally  coordinating  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 a major area of Year 2000 exposure. The financial and
distribution  modules  have already been  installed.  Implementation  of the JDE
manufacturing  modules is  scheduled  for the third  quarter  of 1999.  In-house
developed applications will be tested for compliance by December 31, 1998.

Since the suite of JDE  applications  being  installed  is Year 2000  compliant,
incremental costs beyond the scope of this project,  estimated at less than $1.0
million,  do not have a material  effect on the Company's  results of operations
and are being expensed as incurred.

The Company has  surveyed  its  suppliers,  financial  institutions,  government
agencies and other vendors with which it does  business to determine  their Year
2000  readiness and  coordinate  conversion  efforts.  Survey  results should be
received and evaluated by December 31, 1998.  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  expects  to  finalize  Year 2000  contingency  plans in the second
quarter  of  1999  once  risks  associated  with  the JDE  manufacturing  module
installation  have been assessed.  Contingency  costs, if required,  approximate
$0.5 million.

At the  present  time,  the  Company  does not expect Year 2000 issues to have a
material  adverse  affect  on  its  products,  services,  competitive  position,
financial condition or results of operations.  However,  the Company can give no
assurance  that the systems of other  companies on which the Company relies upon
will be converted  on time or that a failure to convert by another  company or a
conversion  that is  incompatible  with the  Company's  systems would not have a
material adverse effect on the Company.


NEW EUROPEAN CURRENCY
---------------------
A New European currency (Euro) is planned for introduction  beginning in January
1999 to replace the  separate  currency  of several  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.  Although a three-year  transition
period is expected during which  transactions can be made in the old currencies,
this may require dual currency  processes until the conversion is complete.  The
Company is identifying issues involved and will develop and implement solutions.
The cost of this effort is not  expected to be material  and will be expensed as
incurred. There is no guarantee, however, that all problems will be foreseen and
corrected,  or that no material  disruption  of our  business  will  occur.  The
conversion to the Euro is not expected to have  competitive  implications on our
pricing and marketing strategies;  however, any such impact is not known at this
time.

<PAGE>


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

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




<PAGE>


                           PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

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


Item 6.    Exhibits

           (a)    Exhibits

           4.1    Certificate  of  Designation,  Preferences  and  Rights  of
                  Series A Junior Participating Preferred Stock

           27     Financial Data Schedule

           99     Forward-Looking Information

           (b)    Reports on Form 8-K

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

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





<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.


November 10, 1998         /s/Andrew M. Caggia
-----------------         -------------------
Date                      Andrew M. Caggia
                          Senior Vice President and Chief Financial Officer
                          Signing both in his capacity as Senior Vice President
                          on behalf of the  Registrant  and as Chief  Financial
                          Officer of the Registrant




<PAGE>