UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                 For the quarterly period ended March 31, 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 April 20, 2000
-----------------------------                      -----------------------------
Common Stock, par value $0.01                                37,752,646

<PAGE>



                  GENERAL SEMICONDUCTOR, INC. AND SUBSIDIARIES

                               INDEX TO FORM 10-Q



                                                                        PAGES
                                                                        -----

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


Financial Statements


        Condensed Consolidated Balance Sheets at
        March 31, 2000 (unaudited) and December 31, 1999                   2

        Consolidated Statements of Income for the Three Months
        ended March 31, 2000 and 1999 (unaudited)                          3

        Consolidated Statements of Cash Flows for the Three Months
        ended March 31, 2000 and 1999 (unaudited)                          4

        Notes to Consolidated Financial Statements (unaudited)            5-9

        Management's Discussion and Analysis of
        Financial Condition and Results of Operations                    10-13


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


        Legal Proceedings                                                 14

        Exhibits                                                          14


SIGNATURE                                                                 15
<PAGE>

                                                        PART I
                                                FINANCIAL INFORMATION

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


                                                        ASSETS
<TABLE>
<CAPTION>

                                                                                     (Unaudited)
                                                                                      March 31,         December 31,
                                                                                        2000                1999
                                                                                  ------------------  -----------------
<S>                                                                                  <C>                  <C>
Current Assets:
Cash                                                                                        $ 5,417            $ 2,586
Accounts receivable, less reserves of $826
     and $1,091, respectively                                                                67,820             63,246
Inventories                                                                                  46,203             43,480
Prepaid expenses and other current assets                                                    12,531             11,843
Deferred income taxes                                                                        10,223             10,130
                                                                                  ------------------  -----------------

     Total current assets                                                                   142,194            131,285

Property, plant and equipment - net                                                         231,583            231,217
Excess of cost over fair value of net assets acquired, less accumulated
    amortization of $50,356 and $49,071, respectively                                       156,324            157,609
Deferred income taxes, net of valuation allowance                                            29,986             29,894
Intangibles and other assets, less accumulated amortization of $13,868 and
    $13,083, respectively                                                                    23,675             23,794
                                                                                  ------------------  -----------------

TOTAL ASSETS                                                                              $ 583,762          $ 573,799
                                                                                  ==================  =================




                                         LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable                                                                           $ 35,080           $ 31,864
Accrued expenses                                                                             36,578             34,700
                                                                                  ------------------  -----------------

     Total current liabilities                                                               71,658             66,564

Long-term debt                                                                              264,500            276,500
Deferred income taxes                                                                        29,052             28,608
Other non-current liabilities                                                                68,696             70,745
                                                                                  ------------------  -----------------

     Total liabilities                                                                      433,906            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; 37,752 and
     37,069 shares issued, respectively                                                         377                371
Additional paid-in capital                                                                   11,085              2,151
Retained earnings                                                                           145,765            136,231
Other stockholder's equity                                                                   (7,371)            (7,371)
                                                                                  ------------------  -----------------
                                                                                            149,856            131,382
                                                                                  ------------------  -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                $ 583,762          $ 573,799
                                                                                  ==================  =================


                                   See notes to consolidated financial statements.
</TABLE>
<PAGE>

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

<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                           ------------------
                                                                                March 31,
                                                                                ---------
                                                                        2000               1999
                                                                        ----               ----

<S>                                                                  <C>                 <C>
NET SALES                                                            $ 114,970           $ 96,961
                                                                     ---------           --------

OPERATING COSTS AND EXPENSES:
    Cost of sales                                                       80,437             72,477
    Selling, general and administrative                                 12,664             10,963
    Research and development                                             1,674              1,460
    Amortization of excess of cost over fair value
       of net assets acquired                                            1,285              1,286
                                                                         -----              -----

         Total operating costs and expenses                             96,060             86,186
                                                                        ------             ------


OPERATING INCOME                                                        18,910             10,775
Other income (expense) - net                                                15               (58)
Interest expense-net                                                    (5,305)           (5,048)
                                                                        ------            ------


INCOME BEFORE INCOME TAXES                                              13,620              5,669

Provision for income taxes                                              (4,086)            (1,417)
                                                                        ------             ------

NET INCOME                                                             $ 9,534            $ 4,252
                                                                       =======            =======

Weighted Average Shares Outstanding:
  Basic                                                                 37,331             36,820
  Diluted                                                               49,612             36,844

Earnings per share:
  Basic                                                                 $ 0.26             $ 0.12
  Diluted                                                               $ 0.23             $ 0.12


                                         See notes to consolidated financial statements.
</TABLE>


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

<TABLE>
<CAPTION>

                                                                                                     Three Months Ended
                                                                                                         March 31,
                                                                                           ---------------------------------------
                                                                                                 2000                  1999
                                                                                           -----------------      ----------------
OPERATING ACTIVITIES:
<S>                                                                                                <C>                   <C>
Net income                                                                                         $ 9,534               $ 4,252
 Adjustments to reconcile to net cash
    from operating activities:
    Depreciation and amortization                                                                     7,358                 6,740
    Changes in assets and liabilities:
         Accounts receivable                                                                         (4,574)               (5,302)
         Inventories                                                                                 (2,723)               (2,953)
         Prepaid expenses and other current assets                                                     (688)                   78
         Other non-current assets                                                                      (158)                  776
         Deferred income taxes                                                                          258                 1,308
         Accounts payable and accrued expenses                                                        6,697                (7,034)
         Restructuring                                                                                 (370)               (2,945)
         Other non-current liabilities                                                               (2,049)                  339
    Other                                                                                               691                  (394)
                                                                                           -----------------      ----------------
Net cash provided by (used in ) operating activities                                                 13,976                (5,135)
                                                                                           -----------------      ----------------


INVESTING ACTIVITIES:
    Expenditures for property, plant and equipment                                                   (6,750)               (6,787)
                                                                                           -----------------      ----------------
Net cash used in investing activities                                                                (6,750)               (6,787)
                                                                                           -----------------      ----------------


FINANCING ACTIVITIES:
    Net (repayments of) proceeds from revolving credit facilities                                   (12,000)               11,000
    Deferred financing fees                                                                            (101)                    -
    Exercise of stock options                                                                         7,706                     -
                                                                                           -----------------      ----------------
Net cash (used in) provided by financing activities                                                  (4,395)               11,000
                                                                                           -----------------      ----------------
Increase (decrease) in cash and cash equivalents                                                      2,831                  (922)
                                                                                           -----------------      ----------------
Cash and cash equivalents, beginning of period                                                        2,586                 3,225
                                                                                           -----------------      ----------------
Cash and cash equivalents, end of period                                                            $ 5,417               $ 2,303
                                                                                           =================      ================

                                         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 and TVS products are  semiconductors  that are  essential  components of
most electronic devices and systems. Rectifiers convert alternating current (AC)
into direct  current  (DC) which can be utilized by  electronic  equipment.  TVS
devices provide  protection from electrical  surges,  ranging from electrostatic
discharge to induced lightning. Small signal devices amplify or switch low level
currents.  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 March 31,
2000,  the results of its  operations  for the three months ended March 31, 2000
and 1999,  and its cash flows for the three months ended March 31, 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 months ended March 31, 2000
and 1999.  The results of  operations  for the three months ended March 31, 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:

                               March 31, 2000                  December 31, 1999
                               --------------                  -----------------

         Raw materials            $ 6,191                          $ 5,657
         Work in process           14,024                           13,739
         Finished goods            25,988                           24,084
                                   ------                           ------
                                  $46,203                          $43,480
                                  =======                          =======


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 eight
sites relating to discontinued  operations in six 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
matters of $30.0 million at March 31, 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,  an+ 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  months ended March 31,
2000 and 1999.

<TABLE>
<CAPTION>

                                      Ended March 31, 2000               Ended March 31, 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                  $ 9,534          37,331         $0.26           $4,252          36,820        $0.12
                              =======          ======         =====           ======          ======        =====

Effect of Dilutive Securities
  Options                                       1,188                                             24
  Convertible debt              1,669          11,093                             --               -
                                -----          ------                         ------          ------
Diluted EPS
  Net income                  $11,203          49,612         $0.23           $4,252          36,844        $0.12
                              =======          ======         =====           ======          ======        =====
</TABLE>




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  10K 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.


<PAGE>
<TABLE>
<CAPTION>

                                 United
                                 States       Europe        Far East         China         Corporate      Consolidated
                                 ------       ------        --------         -----         ---------      ------------
Three months ended March
    31, 2000:
<S>                             <C>           <C>           <C>             <C>            <C>            <C>
Net sales (a) ............      $61,920       $35,682       $17,368         $     -        $       -      $114,970
Intercompany transfers....       35,816        42,011        40,244          13,172         (131,243)            -
                                 ------        ------        ------          ------         --------       -------
Net sales.................       97,736        77,693        57,612          13,172         (131,243)     $114,970
                                 ======        ======        ======          ======         ========      ========

Interest income...........            -             4            10               5               13            32
Interest expense..........            -            52            14               -            5,271         5,337
Depreciation and
  amortization expense....        2,290         1,322         2,473             866              407         7,358
Earnings(loss) before
  provision for
  income taxes............        6,936         4,119         1,611             954                -        13,620
Income tax expense........      $ 2,734       $ 1,369       $   (78)        $    61        $       -      $  4,086


Three months ended
March 31, 1999:
Net sales (a).............      $49,688       $32,921       $14,352         $     -        $       -      $ 96,961
Intercompany transfers....       31,606        33,360        40,012           9,139         (114,117)            -
                                 ------        ------        ------           -----         --------       -------
Net sales.................       81,294        66,281        54,364           9,139         (114,117)     $ 96,961
                                 ======        ======        ======           =====         ========      ========

Interest income...........            -            21             -               5                -            26
Interest expense..........            -            66            10               -            4,998         5,074
Depreciation and
 amortization expense.....        2,349          1,346        2,239             806                -         6,740
Earnings(loss) before
 provision for
 income taxes.............         (393)           631        4,067           1,364                -         5,669
Income tax expense........      $  (511)        $  460      $ 1,460         $     8        $       -      $  1,417

</TABLE>

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

                              Three Months Ended March 31,
                              ----------------------------
                                 2000                1999
                                 ----                ----

         Taiwan                $16,787             $13,827
         China                  10,146               8,532
                                ------               -----
                               $26,933             $22,359
                               =======             =======

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

                               Three Months Ended March 31,
                               ----------------------------
                                 2000                1999
                                 ----                ----

         France                $ 3,122             $ 3,210
         Germany                15,332              15,710
         Italy                   3,882               3,685
         U.K.                    4,698               3,189
         Other                   8,648               7,127
                                 -----               -----
                               $35,682             $32,921
                               =======             =======

7.       RECENT ACCOUNTING PRONOUNCEMENTS

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


<PAGE>

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


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

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


                                                               Three Months
                                                             Ended March 31,
                                                             ---------------
                                                            2000          1999
                                                            ----          ----

Net sales.............................................      100.0%       100.0%
Cost of sales................. .......................       70.0         74.8
                                                             ----         ----
Gross profit..........................................       30.0         25.2
Selling, general and administrative...................       11.0         11.3
Research and development..............................        1.5          1.5
Amortization of excess of cost over
  fair value of net assets acquired...................        1.1          1.3
                                                              ---          ---
Operating income......................................       16.4         11.1
Other income (expense)- net...........................          -            -
Interest expense - net................................        4.6          5.2
                                                              ---          ---
Income before income taxes............................       11.8          5.9
Provision for income taxes............................        3.5          1.5
                                                              ---          ---
Net income............................................        8.3%         4.4%
                                                              ===          ===


EBITDA
------

EBITDA represents  earnings from continuing  operations before interest,  taxes,
depreciation and amortization  expense.  EDITDA 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 or as a measure of liquidity or 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 Ended March 31,
                                               ----------------------------
                                                   2000           1999
                                                   ----           ----

Net income.............................          $ 9,534        $ 4,252
Interest...............................            5,305          5,048
Taxes..................................            4,086          1,417
Depreciation and amortization(1).......            6,951          6,771
                                                 -------        -------
EBITDA.................................          $25,876        $17,488
                                                 =======        =======

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

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

NET SALES
---------

Net sales of $115.0  million for the three months ended March 31, 2000 increased
$18.0  million from $97.0  million for the  comparable  prior year  period.  The
increase is primarily due to increased  volume  partly offset by an  approximate
10% decline in average selling  prices.  In each of the three months ended March
31, 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  months  ended  March  31,  2000 of $80.4  million
compared to $72.5 million for the corresponding prior year period. Cost of sales
increased  $7.9  million  principally  due to an  increase in unit volume and to
higher costs due to a strengthened New Taiwan Dollar.

Accordingly,  gross margin for the three months ended March 31, 2000  represents
30.0% of net sales  compared with 25.3% in the  comparable  prior  period.  This
increase relates to improved  capacity  utilization and factory  absorptions and
continued cost controls partly offset by a decline in worldwide  average selling
prices,  a change in the mix of products sold,  higher material and vendor costs
and the strengthened New Taiwan Dollar.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------

Selling,  general and  administrative  expenses  of $12.7  million for the three
months  ended March 31, 2000  increased  from $11.0  million for the  comparable
prior year period. The $1.7 million increase is due primarily to higher variable
compensation and increased selling costs corresponding with higher revenues. The
current year also  includes the effect of the Korea sales office which opened in
April, 1999.


NET INTEREST EXPENSE
--------------------

Net interest expense  increased to $5.3 million for the three months ended March
31, 2000 from $5.0 million for the  corresponding  prior year  period.  The $0.3
million  increase relates  primarily to the  amortization of deferred  financing
costs related to the convertible debt described below.


INCOME TAXES
------------

The  provision for income taxes is computed  utilizing  the  Company's  expected
annual effective income tax rate. The Company's effective tax rate for the three
months ended March 31, 2000 increased to 30% from 25% for the three months ended
March 31, 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 $8.4  million  increase in EBITDA for the three  months ended March 31, 2000
compared with the corresponding  prior year period is due primarily to increased
volume and improved factory performance offset by lower selling prices.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Working capital at March 31, 2000 was $70.5 million compared to $64.7 million at
December  31,  1999.  The  working  capital  increase of $5.8  million  resulted
primarily from increases in accounts receivable to support a higher revenue base
and increased inventory due to additional customer requested consignments partly
offset  by  an  increase  in  accrued  interest  due  to  the  convertible  debt
outstanding.  The current  ratio is 2.0 to 1 at March 31, 2000 and  December 31,
1999.

During each of the three month periods ended March 31, 2000 and 1999 the Company
invested  approximately  $6.8  million in  property,  plant and  equipment.  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.

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 ($92.0
million at March 31, 2000) and to certain  existing and future trade payable and
other liabilities of certain of our subsidiaries (approximately $65.6 million at
March 31, 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 March 31,
2000 and December 31, 1999, the Company was in compliance  with all such amended
covenants.

The weighted average  interest rate on the Company's  long-term debt as of March
31, 2000 and 1999 was 6.7% and 6.6%, respectively.

At March 31, 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.


YEAR 2000
---------

The  Company  did not  experience  a material  adverse  effect on its  products,
services,  competitive position, financial condition or results of operations as
a result of the Year 2000 phenomenon. However, the Company can give no assurance
that the systems of other companies or government  agencies on which the Company
relies  have been  converted  on time or that a failure  to  convert  by another
company or a conversion that is incompatible with the Company's systems will not
have a material adverse effect on the Company.

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


NEW EUROPEAN CURRENCY
---------------------

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

           27       Financial Data Schedule

           99       Forward Looking Information


           (b)      Reports on Form 8-K

                    The Company filed a Form 8-K with the SEC, dated February 4,
                    2000,  to  report  under  Item 5 of that  Form  that a press
                    release was issued on February 3, 2000  announcing  earnings
                    for the year ended  December  31,  1999. A copy of the press
                    release was filed as an exhibit to the Form 8-K.




<PAGE>

                                    SIGNATURE

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







                           GENERAL SEMICONDUCTOR, INC.


April 24, 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