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, 1997
                                               ------------------
                                       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 close of the period covered by this report.

       Class                                 Outstanding at October 31, 1997 (1)
       -----                                 -----------------------------------
Common Stock, par value $0.01                            36,782,405

(1) Reflects a one for four reverse  stock split of the  Company's  common stock
effected July 25, 1997.




<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, 1997 (unaudited) and December 31, 1996            2


        Consolidated Statements of Operations for the Three and
        Nine Months ended September 30, 1997 and 1996 (unaudited)       3


        Consolidated Statement of Stockholders' Equity                  4

        Consolidated Statements of Cash Flows for the
        Nine Months ended September 30, 1997 and 1996                   5

        Notes to Consolidated Financial Statements                     6-11

        Management's Discussion and Analysis of
        Financial Condition and Results of Operations                 12-14


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


        Legal Proceedings

        Changes in Securities and Use of Proceeds

        Submission of Matters to a Vote of Security Holders

        Exhibits


SIGNATURE








<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,
                                                                                                     1997              1996 (1)
                                                                                                  -----------       -----------
<S>                                                                                               <C>               <C>
Current Assets:
Cash and cash equivalents ....................................................................... $    14,649       $    20,252
Short-term investments ..........................................................................          -             49,946
Accounts receivable, less allowance for doubtful accounts of $763
     and $866, respectively .....................................................................      54,036            49,629
Inventories .....................................................................................      29,278            31,551
Prepaid expenses and other current assets .......................................................      10,310             5,675
Deferred income taxes ...........................................................................      12,086            12,354
                                                                                                  ------------       -----------

     Total current assets .......................................................................     120,359           169,407

Property, plant and equipment - net .............................................................     208,118           202,281
Excess of cost over fair value of net assets acquired, less accumulated
    amortization of $37,498 and $33,641, respectively ...........................................     169,165           173,022
Deferred income taxes, net of valuation allowance ...............................................      23,879            41,590
Intangibles and other assets, less accumulated amortization of $8,760 and
    $36,876, respectively .......................................................................      20,738            26,128
                                                                                                   -----------       -----------

     Total non-current assets ...................................................................     421,900           443,021

Net assets of discontinued operations ...........................................................        -            1,444,734
                                                                                                   -----------       -----------

TOTAL ASSETS .................................................................................... $   542,259       $ 2,057,162
                                                                                                  ============      ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable ................................................................................ $    40,665       $    55,365
Accrued expenses .................................................................................     56,475            40,119
Current portion of long-term debt ................................................................      4,310             4,310
                                                                                                   -----------       -----------

     Total current liabilities ...................................................................    101,450            99,794

Long-term debt ...................................................................................    272,919           688,025
Deferred income taxes ............................................................................     14,308            15,104
Other non-current liabilities ....................................................................     75,924            81,086
                                                                                                   -----------       -----------

     Total liabilities ...........................................................................    464,601           884,009
                                                                                                   -----------       -----------

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; 36,887
     and 34,286 shares issued, respectively ......................................................        369               343
Retained earnings ................................................................................     84,605           254,552
Other stockholders' equity .......................................................................     (7,316)          918,258
                                                                                                   -----------       -----------
                                                                                                       77,658         1,173,153
                                                                                                   -----------       -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .......................................................$   542,259       $ 2,057,162
                                                                                                   ===========       ===========
</TABLE>

(1) The consolidated balance sheet as of December 31, 1996 has been derived from
the audited General Instrument financial statements at that date and condensed.

                 See notes to consolidated financial statements.

                                      -2-

<PAGE>



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


<TABLE>
<CAPTION>

                                                                Three Months Ended                       Nine Months Ended
                                                                  September 30,                              September 30,
                                                       ------------------------------------    -------------------------------------
                                                            1997                1996                 1997                  1996
                                                       ---------------     ----------------    ----------------      ---------------


<S>                                                     <C>                 <C>                 <C>                   <C>       
NET SALES                                               $  95,568           $  84,650           $  276,448            $  282,554
                                                       ---------------     ----------------    -----------------     ---------------

OPERATING COSTS AND EXPENSES:
    Cost of sales                                          64,906              54,037              219,445               174,662
    Selling, general and administrative                    10,291               7,325               32,868                28,654
    Research and development                                1,673               1,414                4,923                 4,329
    Amortization of excess of cost over fair value
       of net assets acquired                               1,286               1,286                3,857                 3,869
                                                       ---------------     ----------------    -----------------     ---------------
         Total operating costs and expenses                78,156              64,062              261,093               211,514
                                                       ---------------     ----------------    -----------------     ---------------

OPERATING INCOME                                           17,412              20,588               15,355                71,040
Other income (expense)-net                                     65                 (40)                  76                   (65)
Interest expense-net                                       (3,976)             (2,520)              (9,316)               (7,722)
                                                       ---------------     ----------------    -----------------     ---------------

INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES                                        13,501              18,028                6,115                63,253

Provision for income taxes                                 (4,995)             (7,337)              (6,318)              (25,744)
                                                       ----------------    ----------------    -----------------     ---------------

INCOME (LOSS) FROM CONTINUING
OPERATIONS                                                  8,506              10,691                 (203)                37,509

DISCONTINUED OPERATIONS
Income (Loss) from discontinued operations, net of
income tax benefit of $1,258 and expense of $22,073
in 1997 and income tax expense of $19,368 and benefit     (21,149)             31,431               (2,939)               (22,310)
of $8,714 in 1996                                      ----------------    ----------------    -----------------     ---------------

NET INCOME (LOSS)                                       $ (12,643)          $  42,122           $   (3,142)           $    15,199
                                                       ================    ================    =================     ===============

Weighted Average Shares Outstanding:
   Primary                                                 36,704              34,380               35,172                 32,704
   Fully diluted                                           37,118              36,855               36,924                 36,884

Primary earnings (loss) per share:
 Continuing operations                                  $    0.23           $    0.31           $    (0.01)           $      1.15
 Discontinued operations                                    (0.57)               0.92                (0.08)                 (0.68)
                                                       -----------------   ----------------    -----------------     -------------
 Net income (loss)                                      $   (0.34)          $    1.23           $    (0.09)           $      0.47
                                                       =================   ================    =================     ===============

Fully diluted earnings per share:
 Continuing operations                                                      $    0.30                                 $      1.08
 Discontinued operations                                                         0.89                               ================
                                                                           ----------------
 Net income                                                                 $    1.19
                                                                           ================

</TABLE>

Fully diluted earnings (loss) per share from continuing operations for 1997, and
discontinued operations and net income (loss) for 1997 and the nine months ended
September  30, 1996 are not reported  herein as the effect of such  computations
are anti-dilutive.

                 See notes to consolidated financial statements.

                                      -3-

<PAGE>



                           GENERAL SEMICONDUCTOR, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                           (Unaudited - In Thousands)

<TABLE>
<CAPTION>


                                                                                                                            Total
                                              Common Stock     Additional            Unrealized     Common     Unearned     Stock-
                                            ----------------    Paid-In    Retained   Gain On      Stock In    Compen-     holders'
                                            Shares    Amount    Capital    Earnings  Investment    Treasury    sation       Equity
                                            ------    ------   ----------  --------  ----------    ---------  --------  ------------


<S>                                         <C>      <C>       <C>         <C>       <C>            <C>        <C>      <C>        
BALANCE, JANUARY 1, 1997                    34,286   $   343   $  926,194  $254,552  $        -     $ (7,271)  $  (665) $ 1,173,153
Net loss for the nine months
   ended September 30, 1997                                                  (3,142)                                         (3,142)
Exercise of stock options and          
   related tax benefit                         200         2       19,361                                                    19,363
Conversion of Convertible             
Junior Subordinated Notes                    2,397        24      226,626                                                   226,660
Amortization of unearned              
   compensation                                                                                                    243          243 
Unrealized gain on investment,           
   net of tax                                                                            22,018                              22,018
Treasury stock transactions                                                                             (100)                  (100)
Distribution of NextLevel and CommScope                        (1,172,191) (166,805)    (22,018)                   422   (1,360,592)
Common stock issued                              4                     55                                                        55
                                            ------    ------   ----------  -------   ----------    ---------  --------  ------------
BALANCE, SEPTEMBER 30, 1997                 36,887    $  369   $       55  $84,605   $        -    $  (7,371) $      -  $     77,658
                                            ======    ======   ==========  =======   ==========    =========  ========  ============

</TABLE>

                 See notes to consolidated financial statements.

                                      -4-
<PAGE>



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

<TABLE>
<CAPTION>

                                                                                         Nine Months Ended
                                                                                           September 30,
                                                                                 ----------------------------------
                                                                                     1997                1996
                                                                                 --------------     ---------------
OPERATING ACTIVITIES:
<S>                                                                                <C>                <C>         
 Income (Loss) from continuing operations                                          $      (203)       $     37,509
 Adjustments to reconcile to net cash
   provided by continuing operating activities:
    Depreciation and amortization                                                       18,202              16,147
    Changes in assets and liabilities:
         Accounts receivable                                                           (13,294)             14,553
         Inventories                                                                     2,273              (6,643)
         Prepaid expenses and other current assets                                      (4,635)                 82
         Other non-current assets                                                       (1,488)                 (4)
         Deferred income taxes                                                          (3,831)             26,538
         Accounts payable and accrued expenses                                          11,730             (23,859)
         Other non-current liabilities                                                   4,296              (3,802)
    Other                                                                                 (104)                207
                                                                                 --------------     ---------------
Net cash provided by continuing operating activities                                    12,946              60,728
                                                                                 --------------     ---------------
Cash provided by (used in) discontinued operations                                     144,970            (160,813)
                                                                                 --------------     ---------------

INVESTING ACTIVITIES:
    Expenditures for property, plant and equipment                                    (18,347)             (45,226)
    Proceeds from sale of short-term investments                                       24,972                  - 
    Proceeds from sale of assets                                                         -                   4,368
                                                                                 --------------     ---------------
Net cash provided by (used in)  investing activities                                    6,625              (40,858)
                                                                                 --------------     ---------------

FINANCING ACTIVITIES:
    Costs associated with the issuance of debt and Common Stock                        (1,049)               (882)
    Net (repayments of ) proceeds from revolving credit facilities                   (185,000)            154,330
    Redemption of Convertible Junior Subordinated Notes                                  (245)             (6,440)
    Principal repayment of debt                                                        (2,155)             (2,155)
    Exercise of stock options                                                          18,305               2,486
                                                                                 --------------     ---------------
Net cash (used in) provided by financing activities                                  (170,144)            147,339
                                                                                 --------------     ---------------
Increase (decrease) in cash and cash equivalents                                       (5,603)              6,396
                                                                                 --------------     ---------------
Cash and cash equivalents, beginning of period                                         20,252              36,382
                                                                                 --------------     ---------------
Cash and cash equivalents, end of period                                          $    14,649        $     42,778
                                                                                 ==============     ===============
</TABLE>

                 See notes to consolidated financial statements.

                                      -5-

<PAGE>




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

1.  DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

General  Semiconductor,  Inc. (the  "Company" or "General  Semiconductor")  is a
world leader in the discrete segment of the semiconductor  industry. The Company
designs,  manufactures and sells  low-to-medium-power  rectifiers,  small signal
transistors  and  transient  voltage  suppression  ("TVS")  components in axial,
bridge, surface mount and array packages.  Power rectifiers 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 transistors  amplify or switch low level currents.  The
Company's products are primarily  targeted for use in the computer,  automotive,
telecommunications and consumer electronics industries.

General Instrument  Corporation  ("General  Instrument") (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 to its wholly-owned subsidiary NextLevel Systems,
Inc. ("NextLevel  Systems"),  and all the assets and liabilities relating to the
manufacture  and sale of coaxial,  fiber optic and other  electric cable used in
the  cable  television,  satellite  and  other  industries  to its  wholly-owned
subsidiary  CommScope,  Inc.  ("CommScope")  and  (ii)  distributed  all  of the
outstanding  shares of capital stock of each of NextLevel  Systems 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  Systems and  CommScope  began  operating as
independent  entities with publicly  traded  common  stock.  General  Instrument
retained  no  ownership  interest  in either  NextLevel  Systems  or  CommScope.
Concurrent with the Distribution, General Instrument changed its name to General
Semiconductor, Inc. and effected a one for four reverse stock split.

In this report, all share and per share amounts have been retroactively restated
to reflect the reverse  stock split.  In addition,  the number of common  shares
issued have been adjusted to reflect the reverse stock split and an amount equal
to the par value of the reduction of the shares has been transferred from common
stock to additional paid-in capital as of September 30, 1997.

The revenues,  costs and expenses,  assets and liabilities and cash flows of the
businesses  transferred  to the NextLevel  Systems and  CommScope  segments (the
"Discontinued  Operations"),  have been excluded from the respective captions in
the Consolidated Statements of Operations, Condensed Consolidated Balance Sheets
and  Consolidated  Statements of Cash Flows and have been  reported  through the
Distribution  Date as  "Income  (Loss)  from  discontinued  operations",  net of
applicable  income taxes;  as "Net assets of  discontinued  operations";  and as
"Cash flow from  discontinued  operations"  for all periods  presented.  For the
purpose  of  governing  certain  of  the  ongoing  relationships  among  General
Semiconductor,  NextLevel  Systems and CommScope after the  Distribution,  these
entities entered into various agreements that provide for an orderly transition,
the separation and  distribution  of the operating  assets and  liabilities  and
pension  plan  assets  and  liabilities  of General  Instrument,  as well as tax
sharing, and other matters.

In the opinion of management,  the accompanying unaudited condensed consolidated
financial  statements  include all necessary  adjustments  (consisting of normal
recurring adjustments) and present fairly the Company's financial position as of
September 30, 1997,  the results of its operations for the three and nine months
ended  September 30, 1997 and 1996, and its cash flows for the nine months ended
September 30, 1997 and 1996 in conformity  with  generally  accepted  accounting
principles  for interim  financial  information  applied on a consistent  basis.
There were no adjustments of a  non-recurring  nature  recorded  during the nine
months  ended  September  30, 1997 and 1996 except for the charges  discussed in
Note 2 below.  The results of operations for the nine months ended September 30,
1997, 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 the General  Instrument Annual Report on Form
10-K for the year ended  December  31,  1996 and the  General  Instrument  Proxy
Statement dated June 13, 1997.

                                      -6-
<PAGE>
Certain  reclassifications  have  been  made  to  the  prior  year  consolidated
financial statements to conform with the current year presentation.

2.  DISCONTINUED OPERATIONS

Net  sales  for  the  Discontinued  Operations  included  in  the  statement  of
operations  were $143.1  million and $577.6  million for the three  months ended
September 30, 1997 and 1996, respectively, and $1.3 billion and $1.7 billion for
the nine months ended September 30, 1997 and 1996, respectively.

Discontinued  operations  also includes $20.8 million and $52.9 million,  net of
applicable income taxes, for the three and nine months ended September 30, 1997,
respectively,  for costs  incurred  primarily  related to the  separation of the
Taiwan  operations  of General  Instrument  between  General  Semiconductor  and
NextLevel Systems and for professional fees and certain other administrative and
financing costs incurred directly related to the  Distribution.  As of September
30, 1997 $21.3 million remains to be paid by General Semiconductor.

In connection with the Distribution,  the Company also recorded in income (loss)
from  continuing  operations a pre-tax  charge of $32.7 million to cost of sales
during the nine months ended September 30, 1997. These costs relate to employees
of General  Semiconductor and were incurred in connection with the separation of
the Taiwan operations between General Semiconductor and NextLevel Systems. As of
September 30, 1997 $18.4 million remains unpaid.

Net assets of Discontinued Operations as of December 31, 1996 are:

Accounts receivable                                            $  494,801
Inventories                                                       304,965
Prepaid expenses                                                   18,944
Deferred income taxes                                              94,968
Property, plant and equipment                                     368,770
Intangible and other non-current assets                           140,323
Deferred income taxes, non-current                                 32,499
Goodwill                                                          654,351
Current liabilities                                              (434,926)
Flexible term notes                                               (10,800)
Other non-current liabilities                                    (219,161)
                                                                 ---------
                                                               $1,444,734
                                                               ==========

The  Distribution  of  the  net  assets  of  discontinued   businesses   reduced
shareholders'  equity by $1.4  billion of which $1.2  billion was  allocated  to
additional paid-in capital and $0.2 million to retained earnings.

3.  PRO FORMA INFORMATION

Giving  effect to the  Distribution  as of January 1, 1996 pro forma  results of
operations for General Semiconductor, Inc. would have been as follows:

                                         Pro Forma                 Pro Forma
                                     Three Months Ended        Nine Months Ended
                                       September 30,            September 30,
                                    --------------------      -----------------
                                    1997            1996      1997         1996
                                    -----           ----      ----         ----

Income (Loss) from
   continuing operations            $8,009         $9,239    $(3,510)    $33,252
                                    ======         ======    ========    =======
Earnings (loss) per share           $ 0.22         $ 0.25    $( 0.10)    $  0.90
                                    ======         ======    ========    =======

                                      -7-
<PAGE>
    The pro forma  results  assumes the  conversion of the  outstanding  General
Instrument  Convertible  Junior  Subordinated  Notes, a net debt level of $275.0
million through the  Distribution  Date and interest expense of $4.8 million and
$14.6  million for the three and nine months ended  September  30, 1997 and $4.9
million  and $14.7  million for the three and nine months  ended  September  30,
1996, respectively.

4.  INVENTORIES

  Inventories consist of:

                               September 30, 1997             December 31, 1996
                               ------------------             -----------------

     Raw materials                  $ 5,449                        $ 6,616
     Work in process                 10,892                         11,813
     Finished goods                  12,937                         13,122
                                    -------                        -------
                                    $29,278                        $31,551
                                    =======                        =======


5.  LONG-TERM DEBT

Long-term debt consists of:
                               September 30, 1997             December 31, 1996
                               ------------------             -----------------

Senior indebtedness:

     Revolving credit facilities    $229,000                     $414,000
     Taiwan loan                      48,229                       50,384

Convertible Junior
     Subordinated Notes                 -                         227,951
                                    --------                      -------

                                     277,229                      692,335
Less: current maturities               4,310                        4,310
                                    --------                      -------

                                    $272,919                     $688,025
                                    ========                     ========


During 1997 the remaining Convertible Junior Subordinated Notes outstanding were
converted into General  Instrument common stock resulting in the issuance of 2.4
million  shares.  In  connection  with  the  conversion,   the  Company  charged
approximately  $1.5  million  to  additional  paid-in  capital  for  unamortized
deferred  financing costs (net of $1.0 million of accrued interest forfeited and
net of applicable income taxes).  The Company also repaid the General Instrument
revolving  credit  facility  in July 1997  utilizing a  combination  of the bank
credit facility  described below and amounts received from NextLevel Systems and
CommScope at the Distribution Date totaling $170.1 million.

In July 1997,  the Company  entered  into a bank credit  agreement  (the "Credit
Agreement")  which  provides  for a  $350.0  million  secured  revolving  credit
facility that matures on December 31, 2002.  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), which is based on the highest of
(i) the rate of interest  publicly  announced by The Chase Manhattan Bank as its
prime rate,  (ii) 1% per annum above the secondary  market rate for  three-month
certificates  of deposit and (iii) the federal funds effective rate from time to
time plus 0.5%, or a Eurodollar rate (LIBOR) plus a margin which varies based on
the  Company's   ratio  of   indebtedness   to  earnings  before  income  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.

                                      -8-

<PAGE>
In September 1997 the Company  entered into two interest rate swap  transactions
pursuant  to  which  it will  pay a fixed  interest  rate  averaging  5.96% on a
notional amount of $100 million.  The Company will receive  interest on the $100
million  notional  amount  based  on a three  month  LIBOR  rate  set  quarterly
beginning  on January 22,  1998.  The  agreements  begin on January 22, 1998 and
mature one year  later.  The  effect of these  agreements  to the  Company is to
reduce the amount of debt subject to floating interest rates.

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

6.  INCOME TAXES

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

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

The provision for income taxes for the three and nine months ended September 30,
1997 and 1996 was computed  utilizing the Company's  expected  annual  effective
income tax rate and the tax effects of  restructuring  charges  recorded  during
1997 at the applicable rates.

The tax effects of  temporary  differences  that give rise to the  deferred  tax
assets at  September  30, 1997 and  December  31, 1996  consist  principally  of
accrued  employee   benefits  and   environmental   liabilities.   Deferred  tax
liabilities  for  the  periods   presented   primarily  relate  to  foreign  tax
withholding liabilities.

7.  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  behalves  and as
representatives  of a class of  purchasers  of General  Instrument  common stock
during the period March 21, 1995 through October 18, 1995. The complaint alleges
that General  Instrument 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,  by allegedly  making false and  misleading  statements and
failing to disclose material facts about General  Instrument's planned shipments
in 1995 of its CFT-2200 and DigiCipher II products.  The  plaintiffs  have moved
for class certification. Also pending in the same court, under the same name, is
a derivative  action  brought on behalf of General  Instrument.  The  derivative
action  alleges  that the members of General  Instrument'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 the Company's  stock for personal  gain. On September 23, 1997
the district court dismissed the Consolidated Amended Class Action Complaint and
the derivative complaint,  without prejudice, and the plantiffs were given until
November 7, 1997 to amend  their  complaints.  On  November  7, 1997  plaintiffs
served  the  defendents  with  amended  complaints,  which  contain  allegations
substantially similar to those in the original complaint.

                                      -9-
<PAGE>
An action entitled BKP Partners, L.P. v. General Instrument Corp. was brought in
February 1996 by shareholders of NextLevel Communications, which was merged into
General  Instrument 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 complaint alleges that the General  Instrument common
stock,  which was  received by the  plaintiffs  as a result of the  merger,  was
overpriced  because of the matters complained of in the class action and General
Instrument's failure to disclose information  concerning a significant reduction
in its gross  margins.  On September 23, 1997 the district  court  dismissed the
complaint,  without  prejudice,  and the plantiffs  were given until November 7,
1997 to amend  their  complaints.  On  November  7, 1997,  plantiffs  served the
defendents  with amended  complaints,  which contain  allegations  substantially
similar to those in the original complaint.

An action entitled BroadBand Technologies, Inc. vs. General Instrument Corp. was
brought  in March  1997 in the  United  States  District  Court for the  Eastern
District of North  Carolina.  The  complaint  alleges  that  General  Instrument
infringes  BroadBand  Technologies,  Inc.'s ("BBT") U.S.  Patent No.  5,457,560,
covering an electronic  communications system which delivers television signals,
and seeks monetary  damages and  injunctive  relief.  On June 13, 1997,  General
Instrument's  motion to  dismiss  the  complaint  for lack of  jurisdiction  was
denied.

NextLevel  Systems  has  agreed to  indemnify  the  Company  in  respect  of its
obligations,  if any,  arising  out of or in  connection  with the In Re General
Instrument Corporation Securities Litigation, the BKP Partners, L.P., v. General
Instrument Corp. litigation and the action entitled Broadband Technologies, Inc.
v. General Instrument Corp.

General  Semiconductor is a 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 or results of operations.

8.  EMPLOYEE BENEFITS AND POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS

In  connection  with  the  Distribution,  the  Company,  NextLevel  Systems  and
CommScope  have  entered into an Employee  Benefits  Allocation  Agreement  (the
"Agreement").  The Agreement  provides that the Company generally will assume or
retain,  as the case may be,  all  liabilities  under  employee  benefits  plans
maintained  by General  Instrument  or any of its  subsidiaries  with respect to
employees  of General  Semiconductor  or any of its  retained  subsidiaries  and
employees of previously  divested  operations other than the liabilities related
to employees of NextLevel  Systems or CommScope  subsequent to the Distribution.
The  Company  believes  that the  Agreement  is fair to each of the  parties and
contains  terms which  generally  are  comparable to those which would have been
reached at arms-length negotiations with unaffiliated parties.

The General  Instrument  Corporation  Pension  Plan for Salaried and Hourly Paid
Non-Union  Employees (the "GI Pension Plan") intends to effect a spin-off of the
assets and liabilities  pertaining to all active  employees and former employees
(as defined in the Agreement) of NextLevel  Systems and its  subsidiaries to the
NextLevel  Systems  defined  benefit  pension plan by December 31, 1997.  The GI
Pension Plan will retain the remainder of the assets and liabilities.

Other  non-current  liabilities  includes  $33.3  million  and $30.6  million at
September 30, 1997 and December 31, 1996,  respectively,  for employee  benefits
and postretirement and postemployment benefits other than pensions.

                                      -10-


<PAGE>
9. SUBSEQUENT EVENT

On October 1, 1997 the Company  purchased  certain  assets and  assumed  certain
liabilities  related to the discrete  semiconductor  business of ITT Industries,
Inc. for $8.0  million.  The  acquisition  will be  accounted  for as a purchase
transaction.  By broadening the Company's  served market to include small signal
transistors  and zener  products,  this  acquisition  will enable the Company to
participate  in  approximately  59%  of the  $13.0  billion  worldwide  discrete
semiconductor market compared to the 20% in which the Company participated prior
to the acquisition.

On a pro forma basis, this transaction is not expected to have a material impact
on the Company's results of operations, financial position or cash flows for the
year ended December 31, 1997.

10.    EARNINGS PER SHARE

In February 1997, the Financial  Accounting Standards Board issued Statement No.
128,  Earnings per Share ("SFAS No. 128"),  which will be adopted by the Company
on December 31, 1997. SFAS No. 128, which supersedes Accounting Principles Board
Opinion No. 15,  Earnings per Share,  ("APB No. 15") replaces  primary and fully
diluted   earnings  per  share  with  basic  and  diluted  earnings  per  share,
respectively.  The Company does not expect the result to be materially different
from that reported under APB No. 15.

                                      -11-
<PAGE>


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

The following  management  discussion  and analysis  pertains to the  continuing
operations of General Semiconductor, Inc., unless otherwise noted, and describes
material changes in the Company's financial condition since December 31, 1996.

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

NET SALES
---------
Net sales  for the  three and nine  months  ended  September  30,  1997 of $95.6
million and $276.4 million  compares to $84.7 million and $282.6 million for the
corresponding prior year periods.  The 12.9% increase for the three months ended
September 30, 1997 relates to increased volume shipments  offset,  in part, by a
15% decline in average  selling  prices.  The 2.2%  decrease for the nine months
ended  September 30, 1997 resulted from lower average selling prices than in the
prior  year  due  to  industry  wide  excess  capacity,  partly  offset  by  the
aforementioned increased volume shipments. Order levels increased almost 50% for
the three  months  ended  September  30, 1997 over the  depressed  levels of the
comparable  prior year period.  Foreign exchange rate  fluctuations  unfavorably
impacted  net  sales  by 3.7%  and 3.2% for the  three  and  nine  months  ended
September 30, 1997 over the comparable prior year periods.

COST OF SALES
-------------
Cost of sales of $64.9 million and $219.4  million for the three and nine months
ended  September 30, 1997  compares to $54.0 million and $174.7  million for the
corresponding prior year periods. For the three months ended September 30, 1997,
cost of sales  increased $10.9 million or 20.1% due principally to the increased
volume.  Excluding  pre-tax  costs of $32.7  million for the nine  months  ended
September 30, 1997, primarily related to the separation of the Taiwan operations
of General  Instrument,  cost of sales  increased 6.9% to $186.7  million.  This
increase resulted from the increased volume offset, in part, by improved factory
performance and foreign exchange fluctuation.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
Selling,  general and administrative expenses of $10.3 million and $32.9 million
for the three and nine  months  ended  September  30, 1997  increased  from $7.3
million  and $28.7  million  for the  comparable  prior year  periods.  The $3.0
million increase for the three months ended September 30, 1997 relates primarily
to higher selling costs and compensation associated with increased revenues. For
the nine months ended September 30, 1997 and 1996, excluding a pre-tax charge in
1997  of  $1.1  million  related  to  the  Distribution,  selling,  general  and
administrative expenses total $31.8 million and $28.7 million.

RESEARCH AND DEVELOPMENT EXPENSES
---------------------------------
Research and development expenses of $1.7 million and $4.9 million for the three
and nine months ended  September 30, 1997  increased  from $1.4 million and $4.3
million for the  comparable  prior year  periods.  As a percentage of net sales,
research and development expenses approximate 1.8% for the three and nine months
ended  September 30, 1997 compared with 1.6% for the three and nine months ended
September  30, 1996.  The  increased  level of spending  reflects the  continued
development of new products as well as the modification of existing products.

NET INTEREST EXPENSE
--------------------
Net  interest  expense  increased to $4.0 million and $9.3 million for the three
and nine months ended  September 30, 1997 from $2.5 million and $7.7 million for
the  corresponding  prior year  periods.  Net  interest  expense  represents  an
allocation  based upon General  Semiconductor's  net assets as a  percentage  of
total assets of General  Instrument for 1996 and through the  Distribution  Date
for 1997.  Pro forma net interest  expense,  assuming a net debt level of $275.0
million through the  Distribution  Date and  amortization of debt issuance costs
associated  with the new  borrowings,  would  have been $4.8  million  and $14.6
million for the three and nine months ended  September 30, 1997 and $4.9 million
and $14.7 million for the comparable prior year periods, respectively.

                                      -12-

<PAGE>

INCOME TAXES
------------
The provision for income taxes for the three and nine months ended September 30,
1997 was computed  utilizing the Company's  expected annual effective income tax
rate of 37% and the tax effects of restructuring charges recorded during 1997 at
the  applicable  rates.  The decrease in the effective  rate from 40.7% for 1996
relates  primarily to increased  income of foreign  subsidiaries  taxed at rates
lower than U.S. rates.

DISCONTINUED OPERATIONS
-----------------------
The net operating results of the businesses transferred to NextLevel Systems and
CommScope have been reported,  net of applicable income taxes, as "Income (Loss)
from discontinued operations".

Discontinued  operations  also includes $20.8 million and $52.9 million,  net of
applicable income taxes, for the three and nine months ended September 30, 1997,
respectively,  for costs  incurred  primarily  related to the  separation of the
Taiwan  operations  of General  Instrument  between  General  Semiconductor  and
NextLevel  Systems,  and for professional fees and certain other  administrative
and financing costs incurred directly related to the Distribution.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Working  capital at  September  30,  1997 was $18.9  million,  compared to $69.6
million at December  31, 1996.  The working  capital  decrease of $50.7  million
resulted primarily from the liquidation of short-term investments.  As a result,
the current ratio  decreased to 1.2 to 1 at September 30, 1997 compared with 1.7
to 1 at December 31, 1996.

During the nine months ended  September  30, 1997,  the Company  invested  $18.3
million in property,  plant and  equipment  compared  with $45.2 million for the
corresponding  prior year period to expand capacity to meet  anticipated  future
production  demands including the construction of the manufacturing  facility in
Tianjin,  China. The Company does not have any material  commitments for capital
expenditures.

Long-term debt,  excluding current  maturities,  was $272.9 million at September
30,  1997  compared  to $688.0  million at December  31,  1996.  During 1997 the
remaining  Convertible Junior Subordinated Notes outstanding were converted into
General Instrument common stock resulting in the issuance of 2.4 million shares.
In  connection  with the  conversion,  the Company  charged  approximately  $1.5
million to additional  paid-in capital for unamortized  deferred financing costs
(net of $1.0 million of accrued interest  forfeited and net of applicable income
taxes). The Company also repaid the General Instrument revolving credit facility
in July 1997 utilizing a combination of the bank credit facility described below
and amounts  received from NextLevel  Systems and CommScope at the  Distribution
Date totaling $170.1 million.

In July 1997,  the Company  entered  into a bank credit  agreement  (the "Credit
Agreement")  which  provides  for a  $350.0  million  secured  revolving  credit
facility that matures on December 31, 2002.  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), which is based on the highest of
(i) the rate of interest  publicly  announced by The Chase Manhattan Bank as its
prime rate,  (ii) 1% per annum above the secondary  market rate for  three-month
certificates  of deposit and (iii) the federal funds effective rate from time to
time plus 0.5%, or a Eurodollar rate (LIBOR) plus a margin which varies based on
the  Company's   ratio  of   indebtedness   to  earnings  before  income  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.

                                      -13-


<PAGE>

As of  September  30,  1997  approximately  $40.0  million  remains  accrued for
restructuring  and  spin-off  related  costs  charged  to  the  results  of  the
operations.  Approximately half of such payments are expected to be made in 1997
and the remainder will be made in April 1998.

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.   The  Company  intends  to  repay  its  remaining
indebtedness  primarily  with  cash  flow  from  operations.  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.

                                      -14-
<PAGE>


                           PART II - OTHER INFORMATION

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

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  behalves  and as
representatives  of a class of  purchasers  of General  Instrument  Common Stock
during the period March 21, 1995 through October 18, 1995. The complaint alleges
that General  Instrument 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,  by allegedly  making false and  misleading  statements and
failing to disclose material facts about General  Instrument's planned shipments
in 1995 of its CFT-2200 and DigiCipher II products.  The  plaintiffs  have moved
for class certification. Also pending in the same court, under the same name, is
a derivative  action  brought on behalf of General  Instrument.  The  derivative
action  alleges  that the members of General  Instrument'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 the Company's  stock for personal  gain. On September 23, 1997
the district court dismissed the Consolidated Amended Class Action Complaint and
the derivative complaint,  without prejudice, and the plantiffs were given until
November 7, 1997 to amend  their  complaints.  On  November  7, 1997,  plantiffs
served  the  defendents  with  amended  complaints,  which  contain  allegations
substantially similar to those in the original complaint.

An action entitled BKP Partners, L.P. v. General Instrument Corp. was brought in
February 1996 by shareholders of NextLevel Communications, which was merged into
General  Instrument 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 complaint alleges that the General  Instrument common
stock,  which was  received by the  plaintiffs  as a result of the  merger,  was
overpriced  because of the matters complained of in the class action and General
Instrument's failure to disclose information  concerning a significant reduction
in its gross  margins.  On September 23, 1997 the district  court  dismissed the
complaint,  without  prejudice,  and the plantiffs  were given until November 7,
1997 to amend  their  complaints.  On  November  7, 1997,  plantiffs  served the
defendents  with amended  complaints,  which contain  allegations  substantially
similar to those in the original complaint.

An action entitled BroadBand Technologies, Inc. vs. General Instrument Corp. was
brought  in March  1997 in the  United  States  District  Court for the  Eastern
District of North  Carolina.  The  complaint  alleges  that  General  Instrument
infringes  BroadBand  Technologies,  Inc.'s ("BBT") U.S.  Patent No.  5,457,560,
covering an electronic  communications system which delivers television signals,
and seeks monetary  damages and  injunctive  relief.  On June 13, 1997,  General
Instrument`s  motion to  dismiss  the  complaint  for lack of  jurisdiction  was
denied.

NextLevel  Systems  has  agreed to  indemnify  the  Company  in  respect  of its
obligations,  if any,  arising  out of or in  connection  with the In Re General
Instrument Corporation Securities Litigation, the BKP Partners, L.P., v. General
Instrument Corp. litigation and the action entitled Broadband Technologies, Inc.
v. General Instrument Corp.

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 or results of operations.

See also Exhibit 99 to this Form 10-Q.

Item 2.     Changes in Securities and Use of Proceeds
            -----------------------------------------

           Effective as of July 25, 1997, the General Instrument  Certificate of
           Incorporation  was amended to (i) change the name of the Company from
           General  Instrument  Corporation to General  Semiconductor,  Inc. and
           (ii)  effect  a one for four  reverse  stock  split of the  Company's
           common stock.

                                      -15-
<PAGE>
Item 4.     Submission of Matters to a Vote of Security Holders
            ---------------------------------------------------

           General  Instrument  held a combined  Annual and  Special  Meeting of
           Stockholders on July 23, 1997.

           1.   The  stockholders  approved  the  Distribution  by  a  vote  of:
                112,708,544 for, 114,241 against and 134,846 abstaining:

           2.   The stockholders  approved an amendment to General  Instrument's
                Certificate of  Incorporation  to change the name of the company
                to General  Semiconductor,  Inc. by a vote of:  112,981,562 for,
                80,750 against and 132,283 abstaining.

           3.   The stockholders  approved an amendment to General  Instrument's
                Certificate  of  Incorporation  to effect a one for four reverse
                stock split of the General  Semiconductor common stock by a vote
                of:112,866,616 for, 168,950 against and 159,029 abstaining.

           4.   The stockholders  approved an amendment to General  Instrument's
                Certificate  of   Incorporation   to  declassify  the  Board  of
                Directors  and provide for the annual  election of all directors
                by a vote of:  112,231,959  for,  506,000  against  and  220,122
                abstaining.

           5.   The  stockholders  approved the election of four directors.  The
                votes cast for each nominee were as follows:
                                              FOR                ABSTAIN
                                              ---                -------

                  Lynn Forester            120,329,437          1,604,949
                  Nicholas Forstmann       119,478,267          2,456,119
                  Richard S. Friedland     119,476,550          2,457,836
                  J. Tracy O'Rourke        120,324,042          1,610,344

In connection  with the  Distribution  the above named  directors (and all other
General Instrument directors except Steven B. Klinsky) resigned on July 25, 1997
and five new  directors  were  appointed to the  Company's  Board of  Directors:
Ronald A. Ostertag; Ronald Rosenzweig; Peter A. Schwartz; Samuel L. Simmons; Dr.
Gerald T. Wrixon. Steven B. Klinsky remains a member of the Board of Directors.

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

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

             10.10    Form of Stay Incentive and Severance  Protection Agreement
                      between General Semiconductor and certain of its executive
                      officers.

             10.11    Form of Severance  Protection  Agreement  between  General
                      Semiconductor, Inc. and certain of its executive officers.

             11       Computation of Earnings Per Share

             27       Financial Data Schedule

             99       Forward Looking Information


        (b)  Report on Form 8-K

             No  reports  on Form 8-K were  filed by the  Registrant  during the
             three months ended September 30, 1997.

                                      -16-
<PAGE>
                                    SIGNATURE

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







                              GENERAL SEMICONDUCTOR, INC.


November 13, 1997             /s/Andrew  M. Caggia
-----------------             --------------------
Date                          Andrew M. Caggia
                              Sr. Vice President and Chief Financial Officer
                              Signing both in his capacity as Sr. Vice President
                              on behalf of the Registrant and as Chief
                              Financial Officer of the Registrant

                                      -17-