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, 1998
                                                 --------------

                                       OR

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

                For the transition period from _______ to________


                          Commission file number 1-5442

                           General Semiconductor, Inc.
                           ---------------------------

             (Exact name of registrant as specified in its charter)

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

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

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

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

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


Yes x     No
   ---      ---

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

           Class                                  Outstanding at April 22, 1998
           -----                                  -----------------------------
Common Stock, par value $0.01                               36,804,632





<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, 1998 (unaudited) and December 31, 1997                2

        Consolidated Statements of Operations for the Three
        Months ended March 31, 1998 and 1997 (unaudited)                3

        Consolidated Statements of Cash Flows for the
        Three Months ended March 31, 1998 and 1997 (unaudited)          4

        Notes to Consolidated Financial Statements (unaudited)         5-9

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


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


        Legal Proceedings                                              13

        Exhibit                                                        13


SIGNATURE                                                              14


<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

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

                                     ASSETS
<TABLE>
<CAPTION>
                                                                              (Unaudited)
                                                                                March 31,   December 31,
                                                                                  1998         1997 (1)
                                                                              -----------  ------------
Current Assets:
<S>                                                                            <C>          <C>
Cash .......................................................................   $   1,527    $   5,192
Accounts receivable, less allowance for doubtful accounts of $882
     and $825, respectively ................................................      62,997       54,077
Inventories ................................................................      34,128       34,309
Prepaid expenses and other current assets ..................................      11,849        9,890
Deferred income taxes ......................................................      13,970       14,263
                                                                               ---------    ---------

     Total current assets ..................................................     124,471      117,731

Property, plant and equipment - net ........................................     217,906      218,752
Excess of cost over fair value of net assets acquired, less accumulated
    amortization of $40,070 and $38,784, respectively ......................     166,608      167,895
Deferred income taxes, net of valuation allowance ..........................      25,817       26,509
Intangibles and other assets, less accumulated amortization of $9,696 and
    $9,228, respectively ...................................................      19,087       19,418
                                                                               ---------    ---------

TOTAL ASSETS ...............................................................   $ 553,889    $ 550,305
                                                                               =========    =========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable ...........................................................   $  34,262    $  38,332
Accrued expenses ...........................................................      52,415       58,352
Current portion of long-term debt ..........................................        --          4,310
                                                                               ---------    ---------

     Total current liabilities .............................................      86,677      100,994

Long-term debt .............................................................     274,000      263,764
Deferred income taxes ......................................................      21,800       21,710
Other non-current liabilities ..............................................      75,312       77,476
                                                                               ---------    ---------

     Total liabilities .....................................................     457,789      463,944
                                                                               ---------    ---------

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; 36,909
     and 36,887 shares issued, respectively ................................         369          369
Retained earnings ..........................................................     102,774       93,308
Other stockholders' equity .................................................      (7,043)      (7,316)
                                                                               ---------    ---------
                                                                                  96,100       86,361
                                                                               ---------    ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .................................   $ 553,889    $ 550,305
                                                                               =========    =========
</TABLE>

(1) The consolidated balance sheet as of December 31, 1997 has been derived from
the audited 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)



                                                           Three Months Ended
                                                                March 31,
                                                         ----------------------
                                                           1998         1997
                                                         ---------    ---------
NET SALES ............................................   $ 106,397    $  85,369
                                                         ---------    ---------

OPERATING COSTS AND EXPENSES:
    Cost of sales ....................................      71,108       65,943
    Selling, general and administrative ..............      12,964       11,167
    Research and development .........................       1,500        1,432
    Amortization of excess of cost over fair value
       of net assets acquired ........................       1,286        1,285
                                                         ---------    ---------
         Total operating costs and expenses ..........      86,858       79,827
                                                         ---------    ---------

OPERATING INCOME .....................................      19,539        5,542
Other income (expense)-net ...........................         (69)          51
Interest expense-net .................................      (4,907)      (3,063)
                                                         ---------    ---------

INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES ..................................      14,563        2,530

Provision for income taxes ...........................      (5,097)      (1,823)
                                                         ---------    ---------

INCOME FROM CONTINUING OPERATIONS ....................       9,466          707

DISCONTINUED OPERATIONS
Income from discontinued operations, net of income tax
expense of $11,891  ..................................        --         16,976
                                                         ---------    ---------

NET INCOME ...........................................   $   9,466    $  17,683
                                                         =========    =========

Weighted Average Shares Outstanding:
  Basic ..............................................      36,791       34,231
  Diluted ............................................      36,904       34,348

Basic earnings per share:
 Continuing operations ...............................   $    0.26    $    0.02
 Discontinued operations .............................                     0.50
                                                         ---------    ---------
 Net income ..........................................   $    0.26    $    0.52
                                                         =========    =========


Diluted earnings per share:
 Continuing operations ...............................   $    0.26    $    0.02
 Discontinued operations .............................                     0.49
                                                         ---------    ---------
                                                         
 Net income ..........................................   $    0.26    $    0.51
                                                         =========    =========
                                                        


                 See notes to consolidated financial statements.


                                       3
<PAGE>

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


<TABLE>
<CAPTION>
                                                                                                           Three Months Ended
                                                                                                                March 31,
                                                                                                         ---------------------
                                                                                                         1998         1997
                                                                                                         --------    ---------
OPERATING ACTIVITIES:
<S>                                                                                                  <C>                   <C>
 Income from continuing operations .....................................................             $  9,466              $    707
 Adjustments to reconcile to net cash
   provided by continuing operating activities:
    Depreciation and amortization ......................................................                6,074                 5,974
    Changes in assets and liabilities:
         Accounts receivable ...........................................................               (8,920)               (2,740)
         Inventories ...................................................................                  181                 2,790
         Prepaid expenses and other current assets .....................................               (1,959)               (1,293)
         Other non-current assets ......................................................                 (137)                   77
         Deferred income taxes .........................................................                1,075                (1,178)
         Accounts payable and accrued expenses .........................................               (3,234)               (9,042)
         Other non-current liabilities .................................................               (2,164)               (1,081)
    Other ..............................................................................                  120                  (124)
                                                                                                     --------              --------
Net cash provided by (used in) continuing operating activities .........................                  502                (5,910)
                                                                                                     --------              --------

Cash (used in) provided by discontinued operations .....................................               (6,553)                8,784
                                                                                                     --------              --------

INVESTING ACTIVITIES:
    Expenditures for property, plant and equipment .....................................               (3,797)               (2,460)
    Proceeds from sale of short-term investments .......................................                 --                  24,972
                                                                                                     --------              --------
Net cash (used in) provided by investing activities ....................................               (3,797)               22,512
                                                                                                     --------              --------

FINANCING ACTIVITIES:
    Net proceeds from revolving credit facilities ......................................               52,000                36,000
    Principal repayment of debt ........................................................              (46,074)                 --
    Exercise of stock options ..........................................................                  257                   369
                                                                                                     --------              --------
Net cash provided by financing activities ..............................................                6,183                36,369
                                                                                                     --------              --------
(Decrease) increase in cash and cash equivalents .......................................               (3,665)               61,755
                                                                                                     --------              --------
Cash and cash equivalents, beginning of period .........................................                5,192                20,252
                                                                                                     --------              --------
Cash and cash equivalents, end of period ...............................................             $  1,527              $ 82,007
                                                                                                     ========              ========
</TABLE>

                 See notes to consolidated financial statements.


                                       4
<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. (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.

The revenues,  costs and expenses,  assets and liabilities and cash flows of the
businesses   transferred  to  the  NextLevel  Systems,  Inc.  ("NextLevel")  and
CommScope, Inc.("CommScope") segments (the "Discontinued Operations"), (See Note
2 below),  have been excluded from the respective  captions in the  Consolidated
Statements of Operations and Consolidated Statements of Cash Flows and have been
reported as "Income from  discontinued  operations",  net of  applicable  income
taxes and as "Cash flow from discontinued operations" for the three months ended
March 31,  1997.  In this  report,  all share  and per share  amounts  have been
retroactively restated to reflect the reverse stock split as discussed in Note 2
below. For the purpose of governing certain of the ongoing  relationships  among
General  Semiconductor,  NextLevel 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 Corporation ("GI"), 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
March 31, 1998,  the results of its  operations for the three months ended March
31, 1998 and 1997,  and its cash flows for the three months ended March 31, 1998
and 1997 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, 1998
and 1997  except  for the  charges  discussed  in Note 2 below.  The  results of
operations  for the  three  months  ended  March  31,  1998 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 Semiconductor Annual Report on Form 10-K for the
year ended December 31, 1997.

Certain  reclassifications  have  been  made  to  the  prior  year  consolidated
financial statements to conform with the current year presentation.

2.  DISCONTINUED OPERATIONS

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  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 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 Systems and CommScope began operating as 


                                       5
<PAGE>

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. On February 2, 1998,  NextLevel changed its name to General
Instrument Corporation ("General Instrument").

Net sales for the Discontinued Operations included in the Consolidated Statement
of  Operations  were $655.9  million for the three  months ended March 31, 1997.
Discontinued  operations  also  includes  a  charge  of  $2.0  million,  net  of
applicable  income  taxes,  for the  three  months  ended  March 31,  1997,  for
professional  fees and certain  other  administrative  costs  incurred  directly
related to the Distribution.

In connection  with the  Distribution,  the Company also recorded in income from
continuing  operations  pre-tax  charges  of $7.3  million  to cost of sales for
severance  related to the  separation  of the Taiwan  operations  of GI and $0.1
million to selling, general and administrative expenses, during the three months
ended March 31, 1997.

3.  INVENTORIES

    Inventories consist of:

                               March 31, 1998                 December 31, 1997
                               --------------                 -----------------

    Raw materials                 $ 5,458                         $  7,181
    Work in process                11,807                           12,052
    Finished goods                 16,863                           15,076
                                  -------                          -------
                                  $34,128                          $34,309
                                  =======                          =======


4.  LONG-TERM DEBT

    Long-term debt consists of:

                               March 31, 1998                 December 31, 1997
                               --------------                 -----------------

    Senior indebtedness:

    Revolving credit facility     $274,000                         $222,000
    Taiwan loan                          -                           46,074
                                  --------                         --------
                                                                    268,074
Less: current maturities                 -                            4,310
                                  --------                         --------
                                  $274,000                         $263,764
                                  ========                         ========


At December  31,  1997,  the Company had a $60  million  loan  agreement  with a
consortium of banks in Taiwan.  On February 26, 1998,  the Company  consolidated
its debt and  refinanced  the entire  Taiwan loan balance of $46.1  million with
proceeds from borrowings  under its $350.0 million credit facility which matures
on December 31, 2002.

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 began  receiving  interest on the
$100 million  notional  amount  based on a three month LIBOR rate set  quarterly
beginning  on January 22,  1998.  The  agreements  began on January 22, 1998 and
mature one year later.  


                                       6
<PAGE>

During February 1998, the Company  purchased two  interestrate  caps each with a
notional  amount of $50  million.  The caps are  effective on April 27, 1998 and
June 29, 1998 with terms of nine months and six months, respectively.  Under the
terms  of the  caps,  the  Company  will  receive  from the  counterparties  the
incremental amount, if any, associated with the three month LIBOR rate in excess
of 6% on the notional amounts. The cost of the caps were immaterial.

The effect of the swap  agreements  and the caps to the Company is to reduce its
amount of debt subject to floating interest rates. Net interest expense included
in the  Consolidated  Statements of Operations  for the three months ended March
31, 1997 represents an allocation based upon General  Semiconductor's net assets
as a percentage of total assets of GI.

5.  INCOME TAXES

General  Semiconductor,  General  Instrument  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 GI for tax periods prior to,  including and
following  the  Distribution  and with  respect  to certain  other tax  matters.
General  Instrument  is  responsible  for  consolidated  federal  income  taxes,
consolidated  or combined  state income taxes and separate state income taxes of
GI 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 General
Instrument.

Notwithstanding  the above,  each of General  Instrument,  CommScope and General
Semiconductor  is  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  months ended March 31, 1998 and
1997 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 March 31, 1998 and December 31, 1997  consist  principally  of accrued
employee  benefits and environmental  liabilities.  Deferred tax liabilities for
the periods presented primarily relate to foreign tax withholding liabilities.

6. LITIGATION

A securities  class action is presently  pending in the United  States  District
Court for the Northern  District of Illinois,  Eastern  Division,  In Re General
Instrument Corporation  Securities  Litigation.  This action, which consolidates
numerous class action  complaints filed in various courts between October 10 and
October  27,  1995,  is  brought  by  plaintiffs,  on their  own  behalf  and as
representatives  of a class of  purchasers  of GI common stock during the period
March 21, 1995 through October 18, 1995. The complaint alleges that prior to the
Distribution, GI and certain of its officers and directors, as well as Forstmann
Little & Co. and certain related entities, violated the federal securities laws,
namely,  Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934, as
amended,  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.  The plaintiffs have moved for class  certification  and


                                       7
<PAGE>

the Company has filed its opposition.  Also pending in the same court, under the
same name, is a derivative action brought on behalf of GI. The derivative action
alleges that the members of GI's Board of Directors, several of its officers and
Forstmann Little & Co. and related entities have breached their fiduciary duties
by reason of the matter  complained  of in the class action and the  defendants'
alleged use of material non-public information to sell shares of GI common stock
for personal gain.  The court had granted the defendants  motions to dismiss the
original complaints in both of these actions, but allowed the plaintiffs in each
action an opportunity to file amended complaints.  Amended complaints were filed
on November 7, 1997.  The  defendants  have  answered  the amended  consolidated
complaint  in the class  actions,  denying  liability,  and have filed a renewed
motion to dismiss the derivative  action.

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
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 complaint alleges that the GI 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 GI'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
plaintiffs  were given  until  November 7, 1997 to amend  their  complaints.  On
November 7, 1997,  plaintiffs  served the  defendants  with amended  complaints,
which  contain  allegations  substantially  similar  to  those  in the  original
complaint.  Defendants  have  filed a motion  to  dismiss  parts of the  amended
complaint  and have  answered  the  balance of the  amended  compliant,  denying
liability.

An action entitled BroadBand Technologies,  Inc. v. 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 GI 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,  GI's motion to dismiss the
complaint for lack of jurisdiction was denied. In March 1998, General Instrument
filed  motions  with the district  court for summary  judgement on the issues of
patent invalidity and  non-infringement of the BBT patent and BBT filed a motion
of partial summary judgement on the issue of infringement.

In connection with the Distribution,  General Instrument 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),  the  BKP  Partners,   L.P.  v.  General  Instrument  Corp.
litigation  and the action  entitled  BroadBand  Technologies,  Inc. v.  General
Instrument Corp. Therefore,  management is of the opinion that the resolution of
these  matters  will  have no  effect on the  Company's  consolidated  financial
position,  results of operations or cash flows.  General  Semiconductor is not a
party to any pending legal  proceedings  other than various  claims and lawsuits
arising  in the  normal  course  of  business  and  those  for  which  they  are
indemnified.  Management  is of the opinion that such  litigation or claims will
not have a  material  adverse  effect on the  Company's  consolidated  financial
position, results of operations or cash flows.

7. EARNINGS PER SHARE

The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 128
"Earnings per Share" during 1997. In  accordance  with this  pronouncement,  the
Company retroactively adopted this standard and restated all historical earnings
per share data  contained in this report.  SFAS 128  requires  presentations  of
"basic" and "diluted" earnings per share.

Basic  earnings  per share is computed by dividing  income  available  to common
stockholders by the weighted average number of common shares  outstanding during



                                       8
<PAGE>

the applicable periods.  Diluted earnings per share computations is based on net
income adjusted for interest and  amortization of debt issuance costs related to
convertible debt, if dilutive,  and the weighted average number of common shares
outstanding  adjusted for the dilutive  effect of stock options and  convertible
securities.  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,
1998 and 1997.

                    For the Three Months Ended March 31, 1998

                                           Income          Shares     Per Share
                                         (Numerator)   (Denominator)    Amount
                                         -----------   -------------    ------
Basic EPS
Income available to common stockholders     $9,466         36,791       $0.26
                                                                         ====

Effect of Dilutive Securities
  Options                                     -               113
                                            ------         ------       

Diluted EPS
Income available to common stockholders
  plus assumed conversions                  $9,466         36,904       $0.26
                                            ======         ======        ====



                    For the Three Months Ended March 31, 1997

                                           Income         Shares      Per Share
                                         (Numerator)   (Denominator)    Amount
                                         -----------   -------------    ------
Basic EPS
Income from continuing operations
  available to common stockholders        $   707          34,231       $0.02
                                                                         ====
Effect of Dilutive Securities
  Options                                     -               117
                                           ------          ------         
Diluted EPS
Income from continuing operations
  available to common stockholders
  plus assumed conversions                $   707          34,348       $0.02
                                           ======          ======        ====


8.  RECENT ACCOUNTING PRONOUNCEMENTS

The Company adopted SFAS No. 130 "Reporting  Comprehensive  Income" in 1998. For
the  three  months  ended  March 31,  1998 and 1997  there are no items of other
comprehensive income as defined in the pronouncement.



                                       9
<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
material changes in the Company's  financial  condition since December 31, 1997.

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

NET SALES
---------
Net sales for the three months ended March 31, 1998 of $106.4 million  increased
$21.0 million from $85.4 million for the comparable prior year period. The 24.6%
increase  reflects  increased volume shipments as well as the inclusion of small
signal product revenues (business acquired on October 1, 1997), partially offset
by  lower  average  selling  prices  and  unfavorable   foreign   exchange  rate
fluctuations.  Orders  increased almost 18% for the three months ended March 31,
1998 over the comparable prior year period.

COST OF SALES
-------------
Cost of sales of $71.1  million  for the  three  months  ended  March  31,  1998
compares to $65.9  million for the  corresponding  prior year period.  Excluding
pre-tax  charges of $7.3 million for severance  related to the separation of the
Taiwan  operations  of GI,  cost of  sales  increased  $12.4  million  or  21.2%
principally  due to increased  volume.  Cost of sales for the three months ended
March 31, 1998  represents  66.8% of net sales  compared with 68.7% in the prior
period  excluding the charges noted above.  This  improvement  relates to better
factory utilization, continued cost controls and the effect of favorable foreign
exchange rate fluctuation primarily related to the New Taiwan Dollar.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
Selling,  general and  administrative  expenses  of $13.0  million for the three
months  ended March 31, 1998  increased  from $11.2  million for the  comparable
prior year period. While in absolute dollars selling, general and administrative
expenses  increased  16.1% from the prior year period,  as a  percentage  of net
sales such expenses were reduced to 12.2% from 13.1%.  The $1.8 million increase
relates  primarily to higher selling costs and compensation  expense  associated
with increased revenues.

RESEARCH AND DEVELOPMENT EXPENSES
---------------------------------
Research  and  development  expenses of $1.5  million for the three months ended
March 31, 1998 increased from $1.4 million for the comparable prior year period.
As a percentage of net sales,  research and  development  expenses  decreased to
1.4% for the three months ended March 31, 1998  compared with 1.6% for the three
months ended March 31, 1997 due to the  proportionately  higher  increase in net
sales.  The increased  level of spending  reflects the  modification of existing
products as well as the continued development of new products.

NET INTEREST EXPENSE
--------------------
Net interest expense  increased to $4.9 million for the three months ended March
31, 1998 from $3.1 million for the corresponding prior year period. Net interest
expense for the three months ended March 31, 1997 represents an allocation based
upon General  Semiconductor's  net assets as a percentage of total assets of GI.
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 $4.9 million for the three months ended
March 31, 1997.



                                       10
<PAGE>

INCOME TAXES
------------
The  Company's  effective  tax rate for the three  months  ended  March 31, 1998
decreased to 35% from 72% for the three  months ended March 31, 1997.  Excluding
the  charges   incurred  in  connection  with  the  separation  of  GI's  Taiwan
operations,  the  effective  tax rate for the three  months ended March 31, 1997
would have been 37%. The  provision  for income taxes for the three months ended
March 31, 1998 was computed  utilizing the Company's  expected annual  effective
income tax rate of 35%. The decrease in the effective rate from 37%,  (excluding
the charges noted above) for the comparable prior year period relates  primarily
to increased income of foreign  subsidiaries  taxed at rates lower than the U.S.
rate.

DISCONTINUED  OPERATIONS
------------------------
The net operating  results of the businesses  transferred to General  Instrument
and CommScope have been  reported,  net of applicable  income taxes,  as "Income
(Loss) from discontinued  operations".  Discontinued  operations also includes a
charge of $2.0  million,  net of applicable  income taxes,  for the three months
ended March 31, 1997 for  professional  fees and  certain  other  administrative
costs incurred directly related to the Distribution.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Working capital at March 31, 1998 was $37.8 million compared to $16.7 million at
December  31,  1997.  The working  capital  increase of $21.1  million  resulted
primarily  from an increase in accounts  receivable  associated  with  increased
revenues,  reductions in amounts payable related to the  Distribution  resulting
from  payments  totaling  $6.5  million,  and the  reclassification  of  current
maturities  of  long-term  debt  relating  to the  repayment  of the Taiwan loan
discussed  below. As a result,  the current ratio increased to 1.4 to 1 at March
31, 1998  compared  with 1.2 to 1 at December 31, 1997.

During the three months ended March 31, 1998, the Company  invested $3.8 million
in  property,   plant  and   equipment   compared  with  $2.5  million  for  the
corresponding prior year period.  Capital  expenditures reflect the expansion of
capacity to meet anticipated  future  production  demands.  The Company does not
have any material commitments for capital expenditures.

Debt was $274.0 million at March 31, 1998 compared to $268.1 million at December
31, 1997  including  current  maturities.  On  February  26,  1998,  the Company
consolidated  its debt and  refinanced  the entire  Taiwan loan balance of $46.1
million with proceeds from  borrowings  under its $350.0 million credit facility
which matures on December 31, 2002.

The Company used cash during the three months ended March 31, 1998  primarily in
support of its operations and for payments in connection with the  Distribution.
As of March 31, 1997, the Company had $82.0 million of cash and cash equivalents
primarily derived from the proceeds from the sale of short-term  investments and
borrowings under its credit  facilities.  Maintenance of the higher cash balance
was a temporary  requirement  of the Taiwan  government to be used in connection
with the separation of GI's Taiwan operations related to the Distribution.

The Company expects to make the remaining  payments  related to the Distribution
of  approximately  $19.0  million  during the three  months ended June 30, 1998.

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.



                                       11
<PAGE>
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, 1997,  the Company's 1997 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" and "scheduled" and similar expressions. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date the  statement  was made.  The  Company  undertakes  no  obligation  to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.

Reference is made to the  cautionary  statements  contained in Exhibit 99 to the
Company's Form 10-K for the year ended December 31, 1997 for a discussion of the
factors  that may cause actual  results to differ from the results  discussed in
these forward looking statements.



                                       12
<PAGE>


                           PART II - OTHER INFORMATION

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

     There have been no material  developments in the legal proceedings reported
in Item 3 in the Company's Form 10-K for the year ended December 31, 1997.


Item 6.   Exhibit
          --------
          (a)  Exhibit
               -------
               27     Financial Data Schedule


          (b)  Report on Form 8-K

               No reports on Form 8-K were filed by the Registrant during the
               three months ended March 31, 1998.



                                       13
<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.


May 4, 1998                   /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

                                       14
<PAGE>