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 March 31, 1999
                                                 --------------
                                       OR

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

                For the transition period from_______ to _______

                          Commission file number 1-5442
                                                 ------

                           General Semiconductor, Inc.
                           ---------------------------
             (Exact name of registrant as specified in its charter)

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

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

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

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

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

Yes  x     No     
    ---       ---

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

            Class                                 Outstanding at April 21, 1999
-----------------------------                     -----------------------------
Common Stock, par value $0.01                              36,820,778




<PAGE>

                            

                  GENERAL SEMICONDUCTOR, INC. AND SUBSIDIARIES

                               INDEX TO FORM 10-Q



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

Financial Statements


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

        Consolidated Statements of Operations for the Three Months
        ended March 31, 1999 and 1998 (unaudited)                       3

        Consolidated Statements of Cash Flows for the Three Months
        ended March 31, 1999 and 1998 (unaudited)                       4

        Notes to Consolidated Financial Statements (unaudited)         5-9

        Management's Discussion and Analysis of
        Financial Condition and Results of Operations                 10-12


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

        Legal Proceedings                                               13

        Exhibits                                                        13


SIGNATURE                                                               14

<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

                           GENERAL SEMICONDUCTOR, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                     (In Thousands, Except Stock Par Value)


                                     ASSETS
<TABLE>
<CAPTION>

                                                                             (Unaudited)
                                                                               March 31,   December 31,
                                                                                 1998         1998
                                                                               ---------    ----------
<S>                                                                             <C>          <C>  
Current Assets:
Cash .................................                                           $2,303        $3,225
Accounts receivable, less reserves of $736
     and $769, respectively ................................................      64,945       59,643
Inventories ................................................................      42,467       39,514
Prepaid expenses and other current assets ..................................      11,932       12,010
Deferred income taxes ......................................................      11,357       13,738
                                                                               ---------    ---------

     Total current assets ..................................................     133,004      128,130

Property, plant and equipment - net ........................................     225,813      223,743
Excess of cost over fair value of net assets acquired, less accumulated
    amortization of $45,215 and $43,929, respectively ......................     161,464      162,751
Deferred income taxes, net of valuation allowance ..........................      29,737       29,376
Intangibles and other assets, less accumulated amortization of $11,443 and
    $11,099, respectively ..................................................      18,331       19,447
                                                                               ---------    ---------

TOTAL ASSETS ...............................................................   $ 568,349    $ 563,447
                                                                               =========    =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable ...........................................................   $  30,021    $  31,343
Accrued expenses ...........................................................      36,427       45,084
                                                                               ---------    ---------

     Total current liabilities .............................................      66,448       76,427

Long-term debt .............................................................     297,000      286,000
Deferred income taxes ......................................................      20,678       21,390
Other non-current liabilities ..............................................      74,624       74,283
                                                                               ---------    ---------

     Total liabilities .....................................................     458,750      458,100
                                                                               ---------    ---------

Commitments and contingencies

Stockholders' Equity:
Preferred Stock, $0.01 par value; 20,000 shares authorized; no shares issued        --           --
Common Stock, $0.01 par value; 400,000 shares authorized; 36,925
     shares issued .........................................................         369          369
Retained earnings ..........................................................     116,094      111,842
Other stockholder's equity .................................................      (6,864)      (6,864)
                                                                               ---------    ---------
                                                                               ---------    ---------
                                                                                 109,599      105,347
                                                                               ---------    ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .................................   $ 568,349    $ 563,447
                                                                               =========    =========
</TABLE>

                 See notes to consolidated financial statements.


<PAGE>

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


<TABLE>
<CAPTION>
                                                         Three         Nine
                                                     Months Ended  Months Ended
                                                       March 31      March 31 
                                                     --------------------------
                                                          1999         1998 
                                                     ------------- ------------
<S>                                                      <C>          <C>

NET SALES .............................................$  96,961     $ 106,397

OPERATING COSTS AND EXPENSES:
    Cost of sales .....................................   72,477        71,108
    Selling, general and administrative ...............   10,963        12,964
    Research and development ..........................    1,460         1,500
    Amortization of excess of cost over fair value
       of net assets acquired .........................    1,286         1,286
                                                       ---------      ---------
         Total operating costs and expenses ...........   86,186        86,858
                                                       ---------      --------
OPERATING INCOME ......................................   10,775        19,539
Other income (expense) - net ..........................      (58)          (69)
Interest expense-net ..................................   (5,048)       (4,907)
                                                       ----------     ---------

INCOME BEFORE INCOME TAXES ...........................     5,669        14,563
Provision for income taxes ...........................    (1,417)       (5,097)
                                                       ==========     =========
NET INCOME ........................................... $   4,252      $  9,466
                                                       ==========     =========

Weighted Average Shares Outstanding:
  Basic ..............................................    36,820        36,791
  Diluted ............................................    36,844        36,904

Earnings per share:
  Basic .............................................. $    0.12      $   0.26
  Diluted ............................................ $    0.12      $   0.26
</TABLE>

                 See notes to consolidated financial statements.


<PAGE>


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

<TABLE>
<CAPTION>

                                                                     Three Months Ended
                                                                          March 31,
                                                             ---------------------------------
                                                                   1999              1998
                                                             ---------------    --------------
<S>                                                             <C>             <C>    
OPERATING ACTIVITIES:
 Income from continuing operations                              $ 4,252               $ 9,466
 Adjustments to reconcile to net cash
    from continuing operating activities:
    Depreciation and amortization                                 6,740                 6,074
    Changes in assets and liabilities:
         Accounts receivable                                     (5,302)               (8,920)
         Inventories                                             (2,953)                  181
         Prepaid expenses and other current assets                   78                (1,959)
         Other non-current assets                                   776                  (137)
         Deferred income taxes                                    1,308                 1,075
         Accounts payable and accrued expenses                   (7,034)               (3,234)
         Restructuring                                           (2,945)                    -
         Other non-current liabilities                              339                (2,164)
    Other                                                          (394)                  120
                                                                ---------------- ---------------
Net cash (used in) provided by continuing operating activities   (5,135)                  502
                                                                ---------------- ---------------

Cash used in discontinued operations                                  -                (6,553)
                                                                ---------------- ---------------

INVESTING ACTIVITIES:
    Expenditures for property, plant and equipment               (6,787)               (3,797)
                                                                ---------------- ---------------
Net cash used in investing activities                            (6,787)               (3,797)
                                                                ---------------- ---------------

FINANCING ACTIVITIES:
    Net proceeds from revolving credit facilities                11,000                52,000
    Principal repayment of debt                                       -               (46,074)
    Exercise of stock options                                         -                   257
                                                                ---------------- ---------------
Net cash provided by financing activities                        11,000                 6,183
                                                                ---------------- ---------------
Decrease in cash and cash equivalents                              (922)               (3,665)
                                                                ---------------- ---------------
Cash and cash equivalents, beginning of period                    3,225                 5,192
                                                                ---------------- ---------------
Cash and cash equivalents, end of period                        $ 2,303               $ 1,527
                                                                ================ ===============
</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.  ("General  Semiconductor"  or the "Company") is a
market leader in the discrete segment of the semiconductor industry. The Company
designs,  manufactures  and  sells  low-to  medium-power  rectifiers,  transient
voltage  suppressors  ("TVS"),  small signal diodes,  and  transistors and zener
diodes in axial,  bridge,  power and surface mount packages.  Power  rectifiers,
small  signal  devices and TVS products are  semiconductors  that are  essential
components  of  most  electronic   devices  and  systems.   Rectifiers   convert
alternating  current  (AC) into  direct  current  (DC) which can be  utilized by
electronic  equipment.  TVS devices provide  protection from electrical  surges,
ranging from electrostatic discharge to induced lightning.  Small signal devices
amplify or switch low level  currents.  The  Company's  products  are  primarily
targeted for use in the computer, automotive,  telecommunications,  lighting and
consumer electronics industries.

In the opinion of management,  the accompanying unaudited consolidated financial
statements  include all necessary  adjustments  (consisting of normal  recurring
adjustments) and present fairly the Company's financial position as of March 31,
1999,  the results of its  operations  for the three months ended March 31, 1999
and 1998,  and its cash flows for the three months ended March 31, 1999 and 1998
in  conformity  with  generally  accepted  accounting   principles  for  interim
financial  information  applied on a consistent basis. There were no adjustments
of a non-recurring  nature recorded during the three months ended March 31, 1999
and 1998.  The results of  operations  for the three months ended March 31, 1999
are not necessarily  indicative of the results to be expected for the full year.
For further  information,  refer to the  consolidated  financial  statements and
footnotes  thereto  included in General  Semiconductor's  Annual  Report on Form
10-K/A for the year ended December 31, 1998.


2.   INVENTORIES

     Inventories consist of:

                             March 31, 1999                   December 31, 1998
                             --------------                   -----------------
     Raw materials              $ 6,239                            $ 5,139
     Work in process             13,928                             14,181
     Finished goods              22,300                             20,194
                                -------                            -------
                                $42,467                            $39,514
                                =======                            =======

3.   LONG-TERM DEBT

The Company entered into two interest rate swap  transactions with a term of one
year  beginning on January 22, 1998  pursuant to which it paid 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  an  interest  rate cap with a  notional  amount  of $50
million.  The cap became effective on April 27, 1998 with a term of nine months.
Under the terms of the cap,  the  Company  received  from the  counterparty  the
incremental amount, if any, associated with the three month LIBOR rate in excess
of 6% on the notional amounts. The cost of the cap was immaterial.

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


<PAGE>



4.   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.

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

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

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.


5.   COMMITMENTS AND CONTINGENCIES

The Company is subject to various  federal,  state,  local and foreign  laws and
regulations governing  environmental  matters,  including the use, discharge and
disposal of hazardous  materials.  The Company's  manufacturing  facilities  are
believed to be in  substantial  compliance  with current  laws and  regulations.
Complying  with  current  laws and  regulations  has not had a material  adverse
effect  on  the  Company's   financial   condition.   In  connection   with  the
Distribution, the Company retained the obligations with respect to environmental
matters relating to its discontinued operations and its status as a "potentially
responsible party." The Company is presently engaged in the remediation of eight
discontinued  operations  in  six  states,  and  is  a de  minimus  "potentially
responsible party" at five hazardous waste sites in four states.

The  Company  has  engaged  independent  consultants  to  assist  management  in
evaluating potential  liabilities related to environmental  matters.  Management
assesses  the  input  from  these  independent   consultants  along  with  other
information  known to the  Company in its effort to  continually  monitor  these
potential  liabilities.  Management  assesses  its  environmental  exposure on a
site-by-site basis,  including those sites where the Company has been named as a
"potentially responsible party". Such assessments include the Company's share of
remediation  costs,  information known to the Company concerning the size of the
hazardous waste sites, their years of operation and the number of past users and
their financial viability.  The Company has a reserve recorded for environmental
matters of $31.6 million at March 31, 1999 ($31.9 million at December 31, 1998).
While the ultimate  outcome of these matters  cannot be  determined,  management
does not  believe  that the  final  disposition  of these  matters  will  have a
material  adverse  effect  on  the  Company's  financial  position,  results  of
operations  or cash flows  beyond the  amounts  previously  provided  for in the
financial statements.

The Company's present and past facilities have been in operation for many years,
and over that time in the course of those operations,  such facilities have used
substances  which are or might be  considered  hazardous,  and the  Company  has
generated  and  disposed of wastes which are or might be  considered  hazardous.
Therefore, it is possible that additional  environmental issues may arise in the
future, which the Company cannot now predict.


6.   EARNINGS PER SHARE

Basic  earnings  per share is computed by dividing  income  available  to common
stockholders by the weighted average number of common shares  outstanding during
the applicable periods. Diluted earnings per share computations are based on net
income  divided by the  weighted  average  number of common  shares  outstanding
adjusted  for the dilutive  effect of stock  options.  The diluted  earnings per
share calculation assumes the exercise of stock options using the treasury stock
method.

Set forth below are  reconciliations  of the numerators and  denominators of the
basic and diluted per share  computations  for the three  months ended March 31,
1999 and 1998.



<TABLE>
<CAPTION>
                                    For the Three Months                          For the Three Months
                                    Ended March 31, 1999                          Ended March 31, 1998
                                    --------------------                          --------------------
                             Income          Shares        Per-Share       Income          Shares        Per-Share
                           (Numerator)    (Denominator)      Amount      (Numerator)    (Denominator)      Amount
                           -----------    -------------    ---------     -----------    -------------     -------
<S>                           <C>            <C>            <C>            <C>            <C>            <C>

Basic EPS
  Income available to
  common stockholders          $4,252         36,820        $0.12         $9,466           36,791          $0.26
                                                            =====                                          =====
Effect of Dilutive Securities
  Options                          --             24                          --              113
                               ------        -------                      ------           ------
Diluted EPS
  Income available to
  common stockholders          $4,252         36,844        $0.12         $9,466           36,904          $0.26
                               ======         ======        =====         ======           ======          =====
</TABLE>


7.   GEOGRAPHIC SEGMENT INFORMATION

General  Semiconductor  is engaged in one industry  segment,  specifically,  the
design, manufacture and sale of discrete semiconductors. The Company manages its
business  on a  geographic  basis.  Summarized  financial  information  for  the
Company's  reportable  geographic  segments is presented in the following table.
The accounting  policies of the segments are the same as those  described in the
summary of  significant  accounting  policies in the Company's  Annual Report on
Form  10K/A for the year  ended  December  31,  1998.  Net  sales by  reportable
geographic  segment reflect the  originating  source of the  unaffiliated  sale.
Intercompany  transfers  represent  the  originating  geographic  source  of the
transfer and principally reflect product assembly which is accounted for at cost
plus a nominal  profit.  In  determining  earnings  (loss) 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.



<PAGE>

<TABLE>
<CAPTION>


                         United
                         States    Europe    Far East  China     Corporate      Consolidated
                         ------    ------    --------  -----     ---------      ------------

Qtr.ended March 31,
1999:
<S>                      <C>       <C>       <C>       <C>       <C>            <C>
Net sales(a)............ $49,688   $32,921   $14,352   $    -    $       -      $ 96,961
Intercompany transfers..  31,606    33,360    40,012    9,139     (114,117)            -
                         -------   -------   -------   ------    ----------     --------
  Net sales.............  81,294    66,281    54,364    9,139     (114,117)     $ 96,961
                         =======   =======   =======   ======    ==========     ========
Interest income.........       -        21         -        5            -            26
Interest expense........       -        66        10        -        4,998         5,074
Depreciation and 
  amortization expense..   2,349     1,346     2,239      806            -         6,740
Earnings (loss) before
  provision for
  income taxes..........    (393)      631     4,067    1,364            -         5,669
Income tax expense.....  $  (511)  $   460   $ 1,460   $    8    $       -      $  1,417


Qtr. ended March 31,
1998:
Net sales(a)............ $62,665   $37,844   $ 5,888   $    -    $              $106,397
Intercompany transfers..  26,474    36,677    41,137    5,359     (109,647)            -
                         -------   -------   -------   ------    ----------     --------
  Net sales.............  89,139    74,521    47,025    5,359     (109,647)      106,397
                         =======   =======   =======   ======    ==========     ========
Interest income.........       -       (15)        -        6           79            70
Interest expense........       -        51       546        -        4,380         4,977
Depreciation and 
  amortization expense..   2,167     1,180     2,142      585            -         6,074
Earnings before
  provision for
  income taxes..........  10,497     1,583     1,480    1,003            -        14,563
Income tax expense.....  $ 3,616   $   650   $   831   $    -    $       -      $  5,097

</TABLE>



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

                                        1999              1998
                                        ----              ----
                     Taiwan           $13,827           $21,739
                     China              8,532             7,656
                                      -------           -------
                                      $22,359           $29,395
                                      =======           =======


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

                                        1999              1998
                                        ----              ----

                     France          $ 4,960            $ 5,800
                     Germany          23,482             25,648
                     U.K.              4,479              6,396
                                     -------            -------
                                     $32,921            $37,844
                                     =======            =======



<PAGE>


8.   RECENT ACCOUNTING PRONOUNCEMENTS

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


RESULTS OF OPERATIONS:

NET SALES
Net sales of $97.0  million for the three months ended March 31, 1999  decreased
$9.4  million from $106.4  million for the  comparable  prior year  period.  The
decrease  is  primarily  due  to  lower   worldwide   average   selling   prices
(approximating 15%) partly offset by increased volume in the Asia/Pacific region
and favorable foreign exchange rate fluctuations in Europe and Japan.


COST OF SALES
Cost of sales  for the  three  months  ended  March  31,  1999 of $72.5  million
compares to $71.1 million for the corresponding prior year period. Cost of sales
increased  $1.4 million  principally  due to an  approximate 2% increase in unit
volume.

Accordingly,  gross margin for the three months ended March 31, 1999  represents
25.3% of net sales  compared with 33.2% in the  comparable  prior  period.  This
decrease  relates to an erosion of worldwide  average  selling prices  partially
offset by a change in the mix of products  sold,  continued  cost  controls  and
savings achieved from the 1998 restructuring.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling,  general and  administrative  expenses  of $11.0  million for the three
months  ended March 31, 1999  decreased  from $13.0  million for the  comparable
prior  year  period.  The $2.0  million  decrease  is due  primarily  to reduced
variable compensation  corresponding with lower revenues as well as cost savings
achieved from the 1998 restructuring.


NET INTEREST EXPENSE
Net interest expense  increased to $5.0 million for the three months ended March
31, 1999 from $4.9 million for the  corresponding  prior year period.  While the
average debt balance  outstanding was higher during the three months ended March
31, 1999 compared with the corresponding prior year period, borrowing rates were
lower resulting in relatively stable net interest expense.


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 three
months ended March 31, 1999 decreased to 25% from 35% for the three months ended
March 31, 1998 due  primarily  to an increased  proportion  of income of foreign
subsidiaries taxed at rates lower than the U.S. rate.


LIQUIDITY AND CAPITAL RESOURCES
Working capital at March 31, 1999 was $66.6 million compared to $51.7 million at
December  31,  1998.  The working  capital  increase of $14.9  million  resulted
primarily from increases in accounts  receivable and inventory and a decrease in
accrued expenses.  As a result, the current ratio increased to 2.0 to 1 at March
31, 1999 compared with 1.7 to 1 at December 31, 1998.

During the three months ended March 31, 1999 the Company  invested  $6.8 million
in  property,   plant  and   equipment   compared  with  $3.8  million  for  the
corresponding   prior  year  period.  The  Company  currently  plans  to  invest
approximately $30.0 million in capital  expenditures for the year ended December
31, 1999 principally for certain capacity expansions and automation.

At March 31, 1999 there were $11.0 million of letters of credit outstanding that
reduce  the amount  that can be  borrowed  against  its  $350.0  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.


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

In 1996 the Company began an upgrade of its business applications software which
includes the  implementation of the full suite of JD Edwards ("JDE")  financial,
distribution and  manufacturing  applications.  The JDE software was selected to
add worldwide  functionality  and  efficiency  to the business  processes of the
Company  as  well  as  address  Year  2000  exposure.   The  JDE  financial  and
distribution  modules have been installed and are Year 2000  compliant.  The JDE
manufacturing  module  will be  installed  in 2000.  The  Company  is  currently
modifying its existing  manufacturing  applications  and expects them to be Year
2000 compliant by June 30, 1999.

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

The Company has  surveyed  its  suppliers,  financial  institutions,  government
agencies  and others with which it does  business to  determine  their Year 2000
readiness and coordinate  conversion  efforts.  Approximately 65% of third party
suppliers  have  responded  to  the  Company's  surveys.  At the  current  time,
respondents  critical to the  operations of the Company have indicated that they
are, or reasonably believe that they will be, Year 2000 compliant. If a material
risk arises,  the Company is prepared to perform  on-site visits to validate the
accuracy  of  the  information   received  and  will  test  such  systems  where
appropriate and possible.  Additionally, the Company has established programs to
ensure that future  purchases of equipment and software are Year 2000 compliant.
Costs  incurred  have been  insignificant  to date.  At the current  time, it is
difficult for the Company to specifically  identify its most  reasonably  likely
worst case Year 2000 scenario.

The Company does not expect Year 2000 issues to have a material  adverse  effect
on its products, services,  competitive position, financial condition or results
of  operations.  However,  the Company can give no assurance that the systems of
other  companies  or  government  agencies on which the  Company  relies 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.

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


NEW EUROPEAN CURRENCY
A new European  currency  (Euro) was  introduced  in January 1999 to replace the
separate  currencies of eleven  individual  countries.  The Company will need to
modify its payroll,  benefits and pension systems,  contracts with suppliers and
customers,  and  internal  financial  reporting  systems  to be able to  process
transactions in the new currency. A three-year transition period is given during
which  transactions  may be made in the old  currencies.  This may require  dual
currency processes until the conversion is complete.  The Company is identifying
the issues involved and intends to develop and implement solutions.  The cost of
this effort is not  expected to be  material  and will be expensed as  incurred.
There can be no  assurance,  however,  that all  problems  will be foreseen  and
corrected,  or that no material disruption of the Company's business will occur.
The conversion to the Euro may have competitive  implications on our pricing and
marketing strategies; however, any such impact is not known at this time.


FORWARD LOOKING STATEMENTS
The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for  forward  looking  statements.  The  Company's  Form 10-K for the year ended
December 31, 1998,  the Company's 1998 Annual Report to  Stockholders,  this and
any  other  Form  10-Q or  Form  8-K of the  Company,  or any  oral  or  written
statements  made by or on behalf of the  Company,  may include  forward  looking
statements  which  reflect the  Company's  current  views with respect to future
events  and  financial   performance.   These  forward-looking   statements  are
identified  by their  use of such  terms and  phrases  as  "intends,"  "intend,"
"intended," "goal," "estimate,"  "estimates,"  "expects," "expect,"  "expected,"
"project,"  "projects,"  "projected,"   "projections,"  "plans,"  "anticipates,"
"anticipated,"   "should,"  "designed  to,"  "foreseeable   future,"  "believe,"
"believes",  "scheduled" and similar  expressions.  Readers are cautioned not to
place undue reliance on these forward looking statements, which speak only as of
the date the  statement  was made.  The  Company  undertakes  no  obligation  to
publicly update or revise any forward looking statements, whether as a result of
new information, future events or otherwise.

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




<PAGE>


                           PART II - OTHER INFORMATION

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

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


Item 6.   Exhibits

          (a)  Exhibits

          27   Financial Data Schedule

          99   Forward Looking Information

          (b)  Reports on Form 8-K

               No reports on Form 8-K were filed by the Registrant during the
               three months ended March 31, 1999.





<PAGE>


                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.







                              GENERAL SEMICONDUCTOR, INC.


April 22, 1999                /s/Andrew M. Caggia
--------------                -------------------
    Date                      Andrew M. Caggia
                              Senior Vice President and Chief Financial Officer
                              Signing both in his capacity as Senior Vice
                              President on behalf of the Registrant and as Chief
                              Financial  Officer  of  the Registrant