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

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

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

Factors Relating to the Distribution

     GI  (i)  transferred  all  the  assets  and  liabilities  relating  to  the
manufacture  and sale of  broadband  communications  products  used in the cable
television,  satellite,  and telecommunications  industries (the "Communications
Business") to its wholly-owned  subsidiary  NextLevel Systems,  Inc. ("NextLevel
Systems") and all the assets and  liabilities  relating to the  manufacture  and
sale of  coaxial,  fiber  optic  and  other  electric  cable  used in the  cable
television,  satellite and other industries (the "Cable Manufacturing Business")
to its  wholly-owned  subsidiary  CommScope,  Inc.  ("CommScope")  and (ii) then
distributed  all of the  ordinary  shares of capital  stock of each of NextLevel
Systems and CommScope to its shareholders on a pro rata basis as a dividend (the
"Distribution"),  in a transaction  that was  consummated  on July 28, 1997. The
Company retained all the assets and liabilities  relating to the manufacture and
sale of discrete power rectifiers and transient voltage  suppression  components
used in  telecommunications,  automotive and consumer electronics products.  The
Company  prior  to  the  Distribution,   which  was  named  General   Instrument
Corporation, is referred to herein as "GI".

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

     The  Distribution  Agreement dated as of June 12, 1997, among GI, NextLevel
Systems  and  CommScope  (the   "Distribution   Agreement")  and  certain  other
agreements  executed in  connection  with the  Distribution  (collectively,  the
"Ancillary  Agreements")  allocate  among the Company,  NextLevel  Systems,  and
CommScope  and  their  respective   subsidiaries   responsibility   for  various
indebtedness,  liabilities  and  obligations.  It is possible that a court would
disregard  this  contractual   allocation  of   indebtedness,   liabilities  and
obligations  among the parties and  require the Company or its  subsidiaries  to
assume responsibility for obligations  allocated to another party,  particularly
if such other  party  were to refuse or was unable to pay or perform  any of its
allocated obligations.

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

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

Leverage; Certain Restrictions Under Credit Facilities

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

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

Competition

     The Company operates in the discrete segment of the semiconductor business.
Its products are commodity-like in nature and are subject to cyclical variations
in  pricing.  The market  segment in which the  Company  competes  is  presently
experiencing a pricing downturn and general over capacity.

     In the  fourth  quarter of 1997,  the  Company  entered  into a new line of
business, small signal transistors,  through an acquisition from ITT Industries.
There can be no assurance that the Company will be able to compete  successfully
with this new product line.

     The Company is subject to competition from a substantial  number of foreign
and  domestic  companies,  some of which have  greater  financial,  engineering,
manufacturing  and other  resources,  or offer a broader  product line, than the
Company.  The Company's  competitors  can be expected to continue to improve the
design and  performance  of their  products and to introduce  new products  with
competitive price and performance characteristics. Although the Company believes
that it enjoys certain  technological and other advantages over its competitors,
realizing and maintaining such advantages will require  continued  investment by
the Company in  engineering,  research and  development,  marketing and customer
service  and  support.  There can be no  assurance  that the  Company  will have
sufficient  resources to continue to make such  investments  or that the Company
will be successful in maintaining such advantages.

International Operations; Foreign Currency Risks

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

Environment

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

         The Company has engaged independent consultants to assist management in
evaluating potential liabilities related to environmental matters. The Company's
management  assesses  the input from these  independent  consultants  along with
other  information  known to the  Company in its effort to  continually  monitor
these potential liabilities. Management assesses its environmental exposure on a
site-by-site  basis,  including  those  sites where the Company has been named a
"potentially responsible party." Such assessments include the Company's share of
remediation  costs,  information known to the Company concerning the size of the
hazardous waste sites, their years of operation and the number of past users and
their financial viability.  Although the Company estimates, based on assessments
and  evaluations  made by  management,  that its exposure  with respect to these
environmental  matters could be as high as $56.9 million,  the Company  believes
that the reserve for  environmental  matters of $36.0  million at September  30,
1997 is reasonable  and adequate.  However,  there can be no assurance  that the
ultimate resolution of these matters will approximate the amount reserved.

         In  connection  with  the   Distribution,   the  Company  retained  the
obligations  with respect to  environmental  matters  relating to the  Company's
discontinued  operations  and its status as a "potentially  responsible  party."
Based on the factors discussed above,  capital expenditures and expenses for the
Company's remediation  programs,  and the proportionate share of the cost of the
necessary  investigation  and  eventual  remedial  work that may be needed to be
performed  at the sites for which the Company  has been named as a  "potentially
responsible  party," are not expected to have a material  adverse  effect on the
financial  statements of the Company.  The Company's present and past facilities
have been in operation for many years, and over that time in the course of those
operations,  such  facilities  have  used  substances  which  are  or  might  be
considered hazardous, and the Company has generated and disposed of wastes which
are or might be considered hazardous.  Therefore, it is possible that additional
environmental  issues  may arise in the  future  which the  Company  cannot  now
predict.