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

                                       OR

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

                 For the transition period from _____ to _______

                         Commission file number 1-5442
                                                ------
                           General Semiconductor, Inc.
                           ---------------------------
             (Exact name of registrant as specified in its charter)

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

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

                                 (631) 847-3000
                                 --------------
              (Registrant's telephone number, including area code)

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

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

Yes  x     No
   ----      ----

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

         Class                                  Outstanding at October 25, 2000
         -----                                  -------------------------------
Common Stock, par value $0.01                              37,815,684


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

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

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

        Notes to Consolidated Financial Statements (unaudited)         5-10

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


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

        Legal Proceedings                                              15

        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,
                                                                                         2000                  1999
                                                                                ---------------------  --------------------
<S>                                                                             <C>                    <C>
Current Assets:
Cash and cash equivalents                                                              $ 3,789               $ 2,586
Accounts receivable, less reserves of $765 and $1,091, respectively                     74,788                63,246
Inventories                                                                             48,764                43,480
Prepaid expenses and other current assets                                               14,221                11,843
Deferred income taxes                                                                   10,924                10,130
                                                                                ---------------------  --------------------

     Total current assets                                                              152,486               131,285

Property, plant and equipment - net                                                    233,098               231,217
Excess of cost over fair value of net assets acquired, less accumulated
    amortization of $52,926 and $49,071, respectively                                  153,754               157,609
Deferred income taxes, net of valuation allowance                                       28,420                29,894
Intangibles and other assets, less accumulated amortization of $15,526 and
    $13,083, respectively                                                               22,004                23,794
                                                                                ---------------------  --------------------

TOTAL ASSETS                                                                         $ 589,762             $ 573,799
                                                                                =====================  ====================




                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable                                                                     $ 39,899              $ 31,864
Accrued expenses                                                                       48,428                34,700
                                                                                ---------------------  --------------------

     Total current liabilities                                                         88,327                66,564

Long-term debt                                                                        230,500               276,500
Deferred income taxes                                                                  28,873                28,608
Other non-current liabilities                                                          65,332                70,745
                                                                                ---------------------  --------------------

     Total liabilities                                                                413,032               442,417
                                                                                ---------------------  --------------------

Commitments and contingencies

Stockholders' Equity:
Preferred Stock, $0.01 par value; 20,000 shares authorized; no shares issued              -                     -
Common Stock, $0.01 par value; 400,000 shares authorized; 37,711 and
     37,069 shares issued, respectively                                                   377                   371
Additional paid-in capital                                                             11,893                 2,151
Retained earnings                                                                     171,831               136,231
Other stockholder's equity                                                             (7,371)               (7,371)
                                                                                ---------------------  --------------------
                                                                                      176,730               131,382
                                                                                ---------------------  --------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $ 589,762             $ 573,799
                                                                                =====================  ====================





                 See notes to consolidated financial statements.
</TABLE>


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

<TABLE>
<CAPTION>

                                                        Three Months Ended                  Nine Months Ended
                                                           September 30                        September 30
                                                           ------------                        ------------
                                                      2000                 1999         2000              1999
                                                      ----                 ----         ----              ----

<S>                                                <C>                 <C>            <C>               <C>
NET SALES                                          $ 130,521           $ 105,756      $373,809          $304,300

Cost of sales                                         89,377              76,921       258,624           224,418
                                                      ------              ------       -------           -------

GROSS PROFIT                                          41,144              28,835       115,185            79,882
                                                      ------              ------       -------            ------

Selling, general and administrative                   14,433              10,996        41,454            33,542
Research and development                               1,982               1,789         5,417             4,908
Amortization of excess of cost over fair value
   of net assets acquired                              1,284               1,285         3,855             3,856
                                                       -----               -----         -----             -----

OPERATING INCOME                                      23,445              14,765        64,459            37,576
                                                      ------              ------        ------            ------

Other income (expense) - net                             (18)                 69           (25)               58
Interest expense-net                                  (4,531)             (6,555)      (14,644)          (16,876)
                                                      ------              -------      --------           -------


INCOME BEFORE INCOME TAXES                            18,896               8,279        49,790            20,758

Provision for income taxes                            (4,923)             (2,071)      (14,190)           (5,190)
                                                      -------             ------       --------            ------

NET INCOME                                          $ 13,973             $ 6,208      $ 35,600          $ 15,568
                                                    ========             =======      ========          ========

Weighted Average Shares Outstanding:
  Basic                                               37,709              36,822        37,570            36,821
  Diluted                                             49,601              37,056        49,720            36,934

Earnings per share:
  Basic                                             $   0.37             $  0.17      $   0.95          $   0.42
  Diluted                                           $   0.32             $  0.17      $   0.82          $   0.42


         See notes to consolidated financial statements.
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>

                                                                                          Nine Months Ended
                                                                                            September 30,
                                                                                  ----------------------------------
                                                                                      2000                1999
                                                                                  --------------      --------------
<S>                                                                                   <C>                   <C>
OPERATING ACTIVITIES:
 Net income                                                                            $ 35,600            $ 15,568
 Adjustments to reconcile to net cash
    from operating activities:
    Depreciation and amortization                                                        22,268              20,534
    Changes in assets and liabilities:
         Accounts receivable                                                            (11,542)             (2,817)
         Inventories                                                                     (5,284)             (1,122)
         Prepaid expenses and other current assets                                       (2,378)               (670)
         Other non-current assets                                                            13                 573
         Deferred income taxes                                                              945               5,940
         Accounts payable and accrued expenses                                           23,886             (10,462)
         Restructuring                                                                     (835)             (5,265)
         Other non-current liabilities                                                   (5,426)             (1,934)
    Other                                                                                   710                (624)
                                                                                  --------------      --------------
Net cash provided by operating activities                                                57,957              19,721
                                                                                  --------------      --------------


INVESTING ACTIVITIES:
    Expenditures for property, plant and equipment                                      (19,880)            (19,492)
                                                                                  --------------      --------------
Net cash used in investing activities                                                   (19,880)            (19,492)
                                                                                  --------------      --------------


FINANCING ACTIVITIES:
    Net (repayments of) proceeds from revolving credit facilities                       (46,000)              4,000
    Deferred financing fees                                                                 668              (1,709)
    Exercise of stock options                                                             8,458                 102
                                                                                  --------------      --------------
Net cash (used in) provided by financing activities                                     (36,874)              2,393
                                                                                  --------------      --------------
Increase in cash and cash equivalents                                                     1,203               2,622
                                                                                  --------------      --------------
Cash and cash equivalents, beginning of period                                            2,586               3,225
                                                                                  --------------      --------------
Cash and cash equivalents, end of period                                                $ 3,789             $ 5,847
                                                                                  ==============      ==============

                 See notes to consolidated financial statements.
</TABLE>

<PAGE>




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


1.       DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

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

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

In the opinion of management,  the accompanying unaudited consolidated financial
statements  include all necessary  adjustments  (consisting of normal  recurring
adjustments) and present fairly the Company's financial position as of September
30,  2000,  the results of its  operations  for the three and nine months  ended
September  30,  2000 and  1999,  and its cash  flows for the nine  months  ended
September 30, 2000 and 1999 in conformity  with  generally  accepted  accounting
principles  for interim  financial  information  applied on a consistent  basis.
There were no adjustments of a  non-recurring  nature  recorded during the three
and nine months ended September 30, 2000 and 1999. The results of operations for
the  three  and  nine  months  ended  September  30,  2000  are not  necessarily
indicative  of the  results  to be  expected  for the  full  year.  For  further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto included in General  Semiconductor's  Annual Report on Form 10-K for the
year ended December 31, 1999.


2.       INVENTORIES

         Inventories consist of:

                              September 30, 2000              December 31, 1999
                              ------------------              -----------------

         Raw materials             $ 8,279                         $ 5,657
         Work in process            13,113                          13,739
         Finished goods             27,372                          24,084
                                    ------                          ------
                                   $48,764                         $43,480
                                   =======                         =======

<PAGE>

3.       LITIGATION

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

A securities  class action is presently  pending in the United  States  District
Court for the Northern  District of Illinois,  Eastern  Division,  In Re General
Instrument Corporation  Securities  Litigation.  This action, which consolidates
numerous class action  complaints filed in various courts between October 10 and
October  27,  1995,  is  brought  by  plaintiffs,  on their  own  behalf  and as
representatives  of a class of  purchasers  of GI common stock during the period
March 21, 1995 through October 18, 1995. The complaint alleges that prior to the
Distribution, GI and certain of its officers and directors, as well as Forstmann
Little & Co. and certain related entities, violated the federal securities laws,
namely,  Sections  10(b) and 20(a) of the  Securities  Exchange Act of 1934,  as
amended  (the  "Exchange   Act"),  by  allegedly  making  false  and  misleading
statements and failing to disclose  material facts about GI's planned  shipments
in 1995 of its CFT-2200  and  DigiCipher  II products.  Also pending in the same
court,  under the same name, is a derivative action brought on behalf of GI. The
derivative  action alleges that the members of GI's Board of Directors,  several
of its officers  and  Forstmann  Little & Co. and related  entities had breached
their fiduciary duties by reason of the matter complained of in the class action
and the  defendants'  alleged use of  material  non-public  information  to sell
shares of GI common stock for personal gain.

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

In connection with the Distribution,  General  Instrument  (formerly  "NextLevel
Systems, Inc.") agreed to indemnify the Company with respect to its obligations,
if any,  arising  out of or  relating  to In Re General  Instrument  Corporation
Securities  Litigation  (including the derivative action), and the BKP Partners,
L.P. v. General Instrument Corp. litigation.  General Instrument was acquired by
Motorola Inc. in January 2000. Therefore,  management is of the opinion that the
resolution of these  matters will have no effect on the  Company's  consolidated
financial position, results of operations or cash flows.


4.       COMMITMENTS AND CONTINGENCIES

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

The  Company  has  engaged  independent  consultants  to  assist  management  in
evaluating potential  liabilities related to environmental  matters.  Management
assesses  the  input  from  these  independent   consultants  along  with  other
information  known to the  Company in its effort to  continually  monitor  these
potential  liabilities.  Management  assesses  its  environmental  exposure on a
site-by-site basis,  including those sites where the Company has been named as a
"potentially responsible party". Such assessments include the Company's share of
remediation  costs,  information known to the Company concerning the size of the
hazardous waste sites, their years of operation and the number of past users and
their financial viability.  The Company has a reserve recorded for environmental
<PAGE>

matters of $28.2  million at September  30, 2000 ($30.2  million at December 31,
1999).  While the  ultimate  outcome  of these  matters  cannot  be  determined,
management  does not believe that the final  disposition  of these  matters will
have a material adverse effect on the Company's financial  position,  results of
operations  or cash flows  beyond the  amounts  previously  provided  for in the
financial statements.

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


5.       EARNINGS PER SHARE

Basic  earnings  per share is computed by  dividing  net income by the  weighted
average number of common shares  outstanding during the applicable  periods.  In
2000, the diluted earnings per share computation is based on net income adjusted
for interest and  amortization  of debt issuance  costs  related to  convertible
debt,  if dilutive,  divided by the  weighted  average  number of common  shares
outstanding  adjusted for the dilutive  effect of stock options and  convertible
securities.  In 1999, the diluted earnings per share computation is based on net
income  divided by the  weighted  average  number of common  shares  outstanding
adjusted  for the dilutive  effect of stock  options.  The diluted  earnings per
share calculation assumes the exercise of stock options using the treasury stock
method.

Set forth below are  reconciliations  of the numerators and  denominators of the
basic and diluted  per share  computations  for the three and nine months  ended
September 30, 2000 and 1999.

<TABLE>
<CAPTION>
                                       For the Three Months                             For the Three Months
                                    Ended September 30, 2000                         Ended September 30, 1999
                                    ------------------------                         ------------------------
<S>                        <C>            <C>              <C>             <C>            <C>              <C>
                             Income           Shares        Per-Share         Income          Shares       Per-Share
                           (Numerator)     (Denominator)      Amount        (Numerator)    (Denominator)     Amount
                           -----------     -------------    ---------       -----------    -------------   ---------
Basic EPS
  Net income                  $13,973          37,709         $0.37           $6,208          36,822        $0.17
                                                              ====                                          =====
Effect of Dilutive Securities
  Options                                         799                                            234
  Convertible debt              1,698          11,093                             --               -
                                -----          ------                          -----          ------

Diluted EPS
  Net income                  $15,671          49,601         $0.32           $6,208          37,056       $0.17
                              =======          ======         =====           ======          ======       =====


                                       For the Nine Months                              For the Nine Months
                                    Ended September 30, 2000                         Ended September 30, 1999
                                    ------------------------                         ------------------------
                             Income          Shares        Per-Share         Income          Shares       Per-Share
                           (Numerator)    (Denominator)      Amount        (Numerator)    (Denominator)     Amount
                           -----------    -------------    ---------       -----------    -------------   ---------
Basic EPS
  Net income                  $35,600          37,570         $0.95          $15,568          36,821        $0.42
                                                              =====                                         =====
Effect of Dilutive Securities
  Options                                       1,057                                            113
  Convertible debt              5,065          11,093                             --              --
                                -----          ------                         ------          ------

Diluted EPS
  Net income                  $40,665          49,720         $0.82          $15,568          36,934        $0.42
                              =======          ======         =====          =======          ======        =====

</TABLE>
<PAGE>


6.       GEOGRAPHIC SEGMENT INFORMATION

General  Semiconductor  is engaged in one industry  segment,  specifically,  the
design, manufacture and sale of discrete semiconductors. The Company manages its
business  on a  geographic  basis.  Summarized  financial  information  for  the
Company's  reportable  geographic  segments is presented in the following table.
The accounting  policies of the segments are the same as those  described in the
summary of  significant  accounting  policies in the Company's  Annual Report on
Form  10-K for the  year  ended  December  31,  1999.  Net  sales by  reportable
geographic  segment reflect the  originating  source of the  unaffiliated  sale.
Intercompany  transfers  represent  the  originating  geographic  source  of the
transfer and principally reflect product assembly which is accounted for at cost
plus a nominal profit. In determining earnings before provision for income taxes
for each  geographic  segment,  sales  and  purchases  between  areas  have been
accounted for on the basis of internal transfer prices set by the Company.

<TABLE>
<CAPTION>
                             United
                             States       Europe      Far East    China      Corporate    Consolidated
                             ------       ------      --------    -----      ---------    ------------
<S>                          <C>          <C>         <C>         <C>        <C>          <C>
Three months ended
September 30, 2000:
Net sales (a) ............   $ 70,601     $ 37,829    $ 22,091    $     -    $       -    $130,521
Intercompany transfers....     38,705       49,226      44,001     14,559     (146,491)          -
                               ------       ------      ------     ------     --------     -------
Net sales.................    109,306       87,055      66,092     14,559     (146,491)    130,521
                              =======       ======      ======     ======     ========     =======

Interest income...........          -           18           1          7           13          39
Interest expense..........          -           52          17          -        4,501       4,570
Depreciation and
  Amortization expense....      2,799        1,432       2,408        902            -       7,541
Earnings before
  Provision for
  Income taxes............      3,418        8,087       5,535      1,856            -      18,896
Income tax expense........   $  1,660     $  1,885    $  1,240    $   138    $       -    $  4,923

Three months ended
September 30, 1999:
Net sales (a).............   $ 55,596     $ 32,063    $ 18,097    $     -    $       -    $105,756
Intercompany transfers....     33,721       35,998      41,907     11,852     (123,478)          -
                               ------       ------      ------     ------     --------     -------
Net sales.................     89,317       68,061      60,004     11,852     (123,478)    105,756
                               ======       ======      ======     ======     ========     =======

Interest income...........          -            9           -          2            7          18
Interest expense..........          -           53          10          -        6,510       6,573
Depreciation and
  Amortization expense....      2,227        1,536       2,288        850            -       6,901
Earnings before
  Provision for
  Income taxes............       (452)       2,553       4,669      1,509            -       8,279
Income tax expense........   $  1,390     $    374    $    288    $    19    $       -    $  2,071

<PAGE>

                             United
                             States       Europe      Far East    China      Corporate    Consolidated
                             ------       ------      --------    -----      ---------    ------------
Nine months ended
September 30, 2000:
Net sales (a) ............   $201,404     $112,669    $ 59,736    $     -    $       -    $373,809
Intercompany transfers....    110,818      135,726     126,163     41,682     (414,389)          -
                              -------      -------     -------     ------     --------     -------
Net sales.................    312,222      248,395     185,899     41,682     (414,389)    373,809
                              =======      =======     =======     ======     ========     =======

Interest income...........          -           33          25         14           39         111
Interest expense..........          -          156          54          -       14,545      14,755
Depreciation and
  Amortization expense....      8,217        4,140       7,279      2,632            -      22,268
Earnings before
  Provision for
  Income taxes............     15,230       17,531      12,019      5,010            -      49,790
Income tax expense........   $  6,937     $  4,994    $  1,697    $   562    $       -    $ 14,190


Nine months ended
September 30, 1999:
Net sales (a).............   $159,425     $ 97,913    $ 46,962    $     -    $       -    $304,300
Intercompany transfers....     97,263      103,963     124,192     30,806     (356,224)          -
                               ------      -------     -------     ------     --------     -------
Net sales.................    256,688      201,876     171,154     30,806     (356,224)    304,300
                              =======      =======     =======     ======     ========     =======

Interest income...........          -           27          10          9           13          59
Interest expense..........          -          187          31          -       16,717      16,935
Depreciation and
  Amortization expense....      7,075        4,248       6,735      2,476            -      20,534
Earnings before
  Provision for
  Income taxes............      1,677        3,699      11,072      4,310            -      20,758
Income tax expense........   $  2,655     $    499    $  2,005    $    31    $       -  $    5,190
</TABLE>


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

            Three Months Ended September 30,    Nine Months Ended September 30,
            --------------------------------    -------------------------------
                2000              1999              2000            1999
                ----              ----              ----            ----

     Taiwan    $18,471           $15,690          $54,081         $45,407
     China      16,925            10,682           39,606          28,127
               -------           -------          -------         -------
               $35,396           $26,372          $93,687         $73,534
               =======           =======          =======         =======


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

             Three Months Ended September 30,   Nine Months Ended September 30,
             --------------------------------   -------------------------------
                 2000              1999             2000            1999
                 ----              ----             ----            ----

     France    $ 3,087           $ 3,013          $  9,613        $ 9,542
     Germany    16,326            13,595            47,955         42,692
     Italy       3,462             2,476            11,506          9,742
     U.K.        4,935             5,005            15,785         12,940
     Other      10,019             7,974            27,810         22,997
               -------           -------          --------        -------
               $37,829           $32,063          $112,669        $97,913
               =======           =======          ========        =======
<PAGE>


7.       RELATED PARTY TRANSACTION

Included in  intangibles  and other assets at  September  30, 2000 is a $500,000
secured,  promissory note due from an officer of the Company.  This note,  which
was issued in connection  with the relocation of the officer,  bears interest at
an annual rate of 6.23% and is subject to voluntary  and  mandatory  prepayment.
The outstanding  principal and all unpaid  interest  accrued on the note are due
upon maturity of the note on September 1, 2007.


8.       RECENT ACCOUNTING PRONOUNCEMENTS

During 1998 the Financial  Accounting  Standards Board ("FASB") issued Statement
of Financial  Accounting  Standards ("SFAS") No. 133  "Accounting for Derivative
Instruments  and  Hedging  Activities".  SFAS  133  establishes  accounting  and
reporting  standards  for  derivative  instruments  and hedging  activities  and
requires  that  an  entity   recognize  all  derivatives  as  either  assets  or
liabilities and measure those instruments at fair value. As amended by SFAS 137,
SFAS 133 is effective for all fiscal  quarters of fiscal years  beginning  after
June 15,  2000.  Additionally,  in June  2000,  the FASB  issued  SFAS No.  138,
"Accounting for Certain Derivative  Instruments and Certain Hedging  Activities,
an  Amendment to SFAS No. 133".  The Company is  evaluating  the impact SFAS 133
and 138 will have on its financial statements.

<PAGE>

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


The following  Management's  Discussion and Analysis  pertains to the continuing
operations of General Semiconductor, Inc., unless otherwise noted, and describes
changes in the Company's financial condition since December 31, 1999.

The following  table sets forth items  included in the statements of income as a
percentage of net sales:


                                          Three Months          Nine Months
                                      Ended September 30,   Ended September 30,
                                      -------------------   -------------------
                                        2000      1999        2000      1999
                                        ----      ----        ----      ----
Net sales............................. 100.0%     100.0%     100.0%    100.0%
Cost of sales.........................  68.5       72.7       69.2      73.7
                                       -----      -----      -----     -----
Gross profit..........................  31.5       27.3       30.8      26.3
Selling, general and administrative...  11.0       10.4       11.1      11.0
Research and development..............   1.5        1.7        1.5       1.6
Amortization of excess of cost over
  fair value of net assets acquired...   1.0        1.2        1.0       1.3
                                       -----      -----      -----     -----
Operating income......................  18.0       14.0       17.2      12.4
Other income (expense) - net..........     -          -          -         -
Interest expense - net................   3.5        6.2        3.9       5.6
                                       -----      -----      -----     -----
Income before income taxes............  14.5        7.8       13.3       6.8
Provision for income taxes............   3.8        2.0        3.8       1.7
                                       -----      -----      -----     -----
Net income............................  10.7%       5.8%       9.5%      5.1%
                                       =====      =====      =====     =====


EBITDA
------

EBITDA represents earnings from operations before interest,  taxes, depreciation
and amortization expense. EBITDA is presented because the Company believes it is
frequently used by securities  analysts,  investors and other interested parties
in the evaluation of companies in our industry.  However, other companies in our
industry  may  calculate  EBITDA  differently  than  we  do.  EBITDA  is  not  a
measurement  of  financial   performance  under  generally  accepted  accounting
principles  and should not be  considered  as an  alternative  to cash flow from
operating  activities,  as a measure  of  liquidity,  as an  alternative  to net
income,  as an indicator of the  Company's  operating  performance  or any other
measures of performance derived in accordance with generally accepted accounting
principles.

                                        Three Months           Nine Months
                                     Ended September 30,    Ended September 30,
                                     -------------------    -------------------
                                      2000        1999       2000       1999
                                      ----        ----       ----       ----

Net income.........................  $13,973    $ 6,208    $35,600    $15,568
Interest...........................    4,531      6,555     14,644     16,876
Taxes..............................    4,923      2,071     14,190      5,190
Depreciation and amortization(1)...    7,098      6,692     20,957     20,257
                                     -------    -------    -------    -------
EBITDA.............................  $30,525    $21,526    $85,391    $57,891
                                     =======    =======    =======    =======

(1) Amortization of deferred  financing fees is excluded from  "Depreciation and
amortization" and included in "Interest".
<PAGE>


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

NET SALES
---------
Net sales of $130.5  million  for the three  months  ended  September  30,  2000
increased  $24.7  million  from  $105.8  million for the  comparable  prior year
period.  The 23.3% increase is primarily due to increased volume and new product
revenues  partly offset by an approximate 2% decline in average  selling prices.
For the nine months ended  September 30, 2000 net sales  increased $69.5 million
to $373.8 million from $304.3 million for the  corresponding  prior year period.
The 22.8% increase  relates to increased  volume and new product revenues partly
offset by an approximate 5% decline in average  selling  prices.  In each of the
three and nine months ended  September 30, 2000 and 1999,  sales to customers in
North America,  Europe and Southeast Asia each represented  approximately 30% of
net sales.


COST OF SALES
-------------
Cost of sales for the three and nine months  ended  September  30, 2000 of $89.4
million and $258.6 million  compared to $76.9 million and $224.4 million for the
corresponding prior year periods.  Cost of sales increased $12.5 million for the
three  months  and  $34.2  million  for the nine  months  principally  due to an
increase in unit  volume and to higher variable compensation costs.

Accordingly, gross margin for the three and nine months ended September 30, 2000
represents 31.5% and 30.8% of net sales,  respectively,  compared with 27.3% and
26.3% in the  comparable  prior year period.  This increase  relates to improved
capacity  utilization  and factory  absorptions,  continued  cost controls and a
change in the mix of  products  sold,  partly  offset by a decline in  worldwide
average  selling  prices,  higher  material and vendor  costs,  higher  variable
compensation and the strengthened New Taiwan Dollar.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
Selling,  general and administrative expenses of $14.4 million and $41.5 million
for the three and nine months  ended  September  30, 2000  increased  from $11.0
million  and $33.5  million  for the  comparable  prior year  periods.  The $3.4
million and $8.0 million  increase for the three and nine months,  respectively,
over the  corresponding  prior year periods is due primarily to higher  variable
compensation and increased selling costs corresponding with higher revenues. The
current year also  includes the full year effect of the Korea sales office which
opened in April  1999.  As a  percentage  of net  sales,  selling,  general  and
administrative expenses have increased to 11.0% and 11.1% for the three and nine
months ended  September  30, 2000 from 10.4% and 11.0% in the  comparable  prior
year periods.


RESEARCH AND DEVELOPMENT EXPENSES
---------------------------------
Research and development expenses of $2.0 million and $5.4 million for the three
and nine months ended  September 30, 2000  increased  from $1.8 million and $4.9
million for the comparable  prior year periods due to costs incurred  related to
the introduction of power MOSFETs and development of power  management  products
including  analog  I/C's.   Research  and  development   spending  reflects  the
modification  of existing  products as well as the continued  development of new
products.  As a  percentage  of net sales,  research  and  development  expenses
represent  1.5% for the three and nine months ended  September 30, 2000 compared
with  1.7%  and  1.6%  for  the  comparable   prior  year  periods  due  to  the
proportionately higher increase in net sales.

NET INTEREST EXPENSE
--------------------
Net interest  expense  decreased to $4.5 million and $14.6 million for the three
and nine months ended September 30, 2000 from $6.6 million and $16.9 million for
the corresponding  prior year periods.  This decrease relates to a lower average
debt balance  outstanding,  reduced borrowing rate on floating rate debt and the
issuance  of  the  convertible   debt  described  below  partly  offset  by  the
amortization of deferred financing costs related to the convertible debt.
<PAGE>

INCOME TAXES
------------
The  provision for income taxes is computed  utilizing  the  Company's  expected
annual effective income tax rate. The Company's  effective tax rate for the nine
months ended  September 30, 2000 increased to 28.5% from 25% for the nine months
ended  September 30, 1999 due  primarily to a decrease in the  percentage of the
Company's  income from foreign  subsidiaries  taxed at rates lower than the U.S.
rate.


EBITDA
------
The $9.0  million  and $27.5  million  increase in EBITDA for the three and nine
months ended September 30, 2000,  respectively,  compared with the corresponding
prior year periods is due  primarily to  increased  volume and improved  factory
performance partly offset by lower selling prices.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Working  capital at  September  30,  2000 was $64.2  million  compared  to $64.7
million at December  31,  1999.  The working  capital  decrease of $0.5  million
resulted  primarily  from  increases in accounts  receivable to support a higher
revenue base and increased inventory offset by increases in accrued expenses and
income taxes  payable.  The current  ratio is 1.7 to 1 at September 30, 2000 and
2.0 to 1 at December 31, 1999.

During  the  nine  months  ended   September  30,  2000  the  Company   invested
approximately  $19.9  million in property,  plant and  equipment  primarily  for
capacity expansion compared with $19.5 million for the corresponding  prior year
period.  The  Company  currently  plans to invest  approximately  $35.0 to $40.0
million in capital expenditures for the year ended December 31, 2000 principally
for certain capacity expansions and automation. Such capital spending is largely
dependent upon the manufacturers' capability to deliver equipment ordered.

In December 1999, the Company  issued $172.5 million  principal  amount of 5.75%
convertible  subordinated notes (the "Convertible Notes") due December 15, 2006.
Interest  on the  Convertible  Notes  is  payable  semi-annually  on June 15 and
December 15 of each year,  commencing in June,  2000. The Convertible  Notes are
convertible  into 11.1 million  shares of the  Company's  common  stock,  at the
option of the holder, at a conversion price of $15.55 per share. The Convertible
Notes are redeemable at the Company's  option,  in whole or in part, at any time
on or after  December  15, 2002 at a premium of 103.286% of par value  declining
annually to 100.821% at December 15, 2005 and thereafter.  The Convertible Notes
are subordinated to the Company's existing and future senior indebtedness ($58.0
million at September 30, 2000) and to certain  existing and future trade payable
and other  liabilities  of  certain  of our  subsidiaries  (approximately  $80.8
million at September 30, 2000). The holders of the Convertible Notes may require
the Company to repurchase  the notes at par value,  plus interest and liquidated
damages,  if any,  upon a change in control of the  Company.  Proceeds  from the
Convertible  Notes  were  used  to  repay  outstanding  indebtedness  under  the
Company's credit facility described below.

In July 1997,  the  Company  entered  into a bank  credit  agreement,  which was
amended in December  1998 and in June 1999 (as  amended the "Credit  Agreement")
which  provides for a $350.0  million  secured  revolving  credit  facility that
matures on December 31, 2002. In December 1999 the  commitment  amount under the
Credit  Agreement  was  permanently  reduced by $86.3  million (50% of the gross
proceeds from issuance of the Convertible  Notes) to $263.8 million.  The Credit
Agreement  requires the Company to pay a facility  fee on the total  commitment.
The Credit  Agreement  permits the Company to choose  between two interest  rate
options:  the  Adjusted  Base Rate (as  defined in the Credit  Agreement),  or a
Eurodollar  rate (LIBOR) plus a margin which varies based on the Company's ratio
of  indebtedness  to  earnings  before   interest,   taxes,   depreciation   and
amortization  as defined in the Credit  Agreement.  The facility fee also varies
based on that ratio.  The Company is also able to set interest  rates  through a
competitive bid procedure. The Credit Agreement contains financial and operating
covenants,  including  limitations  on  guarantee  obligations,  liens,  sale of
assets, indebtedness,  investments,  capital expenditures,  payment of dividends
and leases,  and  requires  the  maintenance  of certain  financial  ratios.  In
addition,  certain  changes in control of the  Company  would  cause an event of
default under the Credit  Agreement.  The December 1998 and June 1999 amendments
revised  certain  covenant  compliance  calculations to provide the Company with
greater  flexibility.  As required by the Credit Agreement,  the Company entered
into  a  guarantee  and   collateral   agreement  in  August  1999  under  which
substantially  all of the domestic  assets and a portion of the capital stock of
its foreign  subsidiaries were pledged as security to the lenders.  At September
30, 2000 and  December  31, 1999,  the Company was in  compliance  with all such
amended covenants.
<PAGE>

The  weighted  average  interest  rate  on the  Company's  long-term  debt as of
September 30, 2000 and 1999 was 6.5% and 8.5%, respectively.

At September 30, 2000 there were $11.0 million of letters of credit  outstanding
that reduce the amount that can be borrowed against the Company's $263.8 million
credit facility.

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


NEW EUROPEAN CURRENCY
---------------------
A new European  currency  (Euro) was  introduced  in January 1999 to replace the
separate  currencies of eleven  individual  countries.  The Company will need to
modify its  payroll,  benefits  and  pension  systems,  and  internal  financial
reporting  systems  to be  able to  process  transactions  in the new  currency.
Necessary modifications to contracts with suppliers and customers have been made
to reflect the new Euro 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.
Currently,  the Company has not experienced any material negative impact to date
as a result of the introduction of the Euro.


FORWARD LOOKING STATEMENTS
--------------------------
The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for  forward  looking  statements.  The  Company's  Form 10-K for the year ended
December 31, 1999,  the Company's 1999 Annual Report to  Stockholders,  this and
any  other  Form  10-Q or  Form  8-K of the  Company,  or any  oral  or  written
statements  made by or on behalf of the  Company,  may include  forward  looking
statements  which  reflect the  Company's  current  views with respect to future
events  and  financial   performance.   These  forward-looking   statements  are
identified  by their  use of such  terms and  phrases  as  "intends,"  "intend,"
"intended," "goal," "estimate,"  "estimates,"  "expects," "expect,"  "expected,"
"project,"  "projects,"  "projected,"   "projections,"  "plans,"  "anticipates,"
"anticipated,"   "should,"  "designed  to,"  "foreseeable   future,"  "believe,"
"believes",  "scheduled" and similar  expressions.  Readers are cautioned not to
place undue reliance on these forward looking statements, which speak only as of
the date the  statement  was made.  The  Company  undertakes  no  obligation  to
publicly update or revise any forward looking statements, whether as a result of
new information, future events or otherwise.

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


<PAGE>


                           PART II - OTHER INFORMATION

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

         See Part I, Note 3 to the Consolidated Financial Statements.


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

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

         10.14    Promissory Note, dated as of September 1, 2000 between
                  W. John Nelson and Paola Nelson ("Borrowers") and General
                  Semiconductor, Inc. ("Lender").

         27       Financial Data Schedule

         99       Forward Looking Information


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

                  1) On July 20, 2000, the Company filed a report on Form 8-K
                     with the SEC, to report under Item 5 of that Form that a
                     press release was issued on July 20, 2000 announcing
                     earnings for the three and six months ended June 30, 2000.
                     A copy of the press release was filed as an exhibit to the
                     Form 8-K.

                  2) On September 13, 2000, the Company filed a report on
                     Form 8-K with the SEC, to report under Item 5 of that Form
                     that press releases were issued on September 13, 2000
                     confirming the Company's earnings estimates for year 2000.
                     Copies of the press releases were filed as exhibits 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.


October 27, 2000          /s/Robert J. Gange
----------------          ------------------
Date                      Robert J. Gange
                          Senior Vice President and Chief Financial Officer
                          Signing both in his capacity as Senior Vice President
                          on behalf of the Registrant and as Chief
                          Financial Officer of the Registrant