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

                                    FORM 10-Q

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

                For the quarterly period ended September 30, 1999
                -------------------------------------------------

                                       OR

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

                        For the transition period from to

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

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

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

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

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

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

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

Yes  x     No
    ---       ----

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

            Class                              Outstanding at October 31, 1999
-----------------------------                  -------------------------------
Common Stock, par value $0.01                             36,834,623




<PAGE>

                  GENERAL SEMICONDUCTOR, INC. AND SUBSIDIARIES

                               INDEX TO FORM 10-Q








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


Financial Statements


          Condensed Consolidated Balance Sheets at
          September 30, 1999 (unaudited) and December 31, 1998           2

          Consolidated Statements of Operations for the Three
          and Nine Months ended September 30, 1999
          and 1998 (unaudited)                                           3

          Consolidated Statements of Cash Flows for the Nine Months
          ended September 30, 1999 and 1998 (unaudited)                  4

          Notes to Consolidated Financial Statements (unaudited)        5-10

          Management' Discussion and Analysis of
          Financial Condition and Results of Operations                11-15


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

         Legal Proceedings                                               16

         Exhibits                                                        16


SIGNATURE                                                                17

<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

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


                                     ASSETS
<TABLE>
<CAPTION>
                                                                                (Unaudited)
                                                                                September 30,     December 31,
                                                                                    1999              1998
                                                                                -------------     ------------
<S>                                                                             <C>                  <C>

Current Assets:
Cash                                                                            $  5,846             $ 3,225
Accounts receivable, less allowance for doubtful accounts of $809
     and $769, respectively                                                       62,460              59,643
Inventories                                                                       40,636              39,514
Prepaid expenses and other current assets                                         12,680              12,010
Deferred income taxes                                                             10,720              13,738
                                                                                --------             -------

     Total current assets                                                        132,342             128,130

Property, plant and equipment - net                                              228,568             223,743
Excess of cost over fair value of net assets acquired, less accumulated
    amortization of $47,785 and $43,929, respectively                            158,895             162,751
Deferred income taxes, net of valuation allowance                                 28,980              29,376
Intangibles and other assets, less accumulated amortization of $12,484 and
    $11,099, respectively                                                         19,201              19,447
                                                                                ========            ========

TOTAL ASSETS                                                                    $567,986            $563,447
                                                                                ========            ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable                                                                $ 23,609            $ 31,343
Accrued expenses                                                                  37,091              45,084
                                                                                --------            --------

     Total current liabilities                                                    60,700              76,427

Long-term debt                                                                   290,000             286,000
Deferred income taxes                                                             23,919              21,390
Other non-current liabilities                                                     72,349              74,283
                                                                                --------             -------

     Total liabilities                                                           446,968             458,100
                                                                                --------             -------

Commitments and contingencies

Stockholders' Equity:
Preferred Stock, $0.01 par value; 20,000 shares authorized; no shares issued           -                   -
Common Stock, $0.01 par value; 400,000 shares authorized; 36,960 and 36,925
     shares issued and 36,856 and 36,821 outstanding, respectively                   370                 369
Retained earnings                                                                127,410             111,842
Other stockholders' equity                                                        (6,762)             (6,864)
                                                                                ---------            --------
                                                                                 121,018             105,347
                                                                                =========            ========

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $567,986            $ 563,447
                                                                                =========            ========


                 See notes to consolidated financial statements.
</TABLE>

<PAGE>

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


<TABLE>
<CAPTION>

                                                                         Three Months Ended           Nine Months Ended
                                                                           September 30,                September 30,
                                                                      ----------------------        --------------------
                                                                        1999           1998           1999          1998
                                                                      -------         ------        --------      ------

<S>                                                                   <C>            <C>            <C>            <C>
NET SALES                                                             $ 105,756      $ 97,223       $304,300       $302,382

OPERATING COSTS AND EXPENSES:
    Cost of sales                                                        76,921        70,497         224,418       211,720
    Selling, general and administrative                                  10,996        11,519          33,542        34,769
    Research and development                                              1,789         1,503           4,908         4,466
    Amortization of excess of cost over fair value
       of net assets acquired                                             1,285         1,286           3,856         3,858
                                                                      ---------      --------       ---------      --------
         Total operating costs and expenses                              90,991        84,805         266,724       254,813

OPERATING INCOME                                                         14,765        12,418          37,576        47,569
Other income (expense) - net                                                 69            (3)             58          (84)
Interest expense-net                                                     (6,555)       (5,239)        (16,876)     (15,213)
                                                                      ---------      ---------      ---------      --------

INCOME BEFORE INCOME TAXES                                                8,279         7,176          20,758       32,272

Provision for income taxes                                               (2,071)       (1,220)         (5,190)     (10,005)
                                                                      ==========     ========       =========      ========

NET INCOME                                                              $ 6,208       $ 5,956        $ 15,568      $ 22,267
                                                                      =========      ========        ========      ========

Weighted Average Shares Outstanding:
  Basic                                                                  36,822        36,820          36,821        36,808
  Diluted                                                                37,056        36,824          36,934        36,898

Earnings per share:
  Basic                                                                  $ 0.17        $ 0.16          $ 0.42        $ 0.60
  Diluted                                                                $ 0.17        $ 0.16          $ 0.42        $ 0.60


                 See notes to consolidated financial statements.
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>

                                                              Nine Months Ended
                                                                September 30,
                                                            --------------------
                                                             1999         1998
                                                            ------       ------
<S>                                                        <C>        <C>
OPERATING ACTIVITIES:
 Income from continuing operations                         $ 15,567    $ 22,267
 Adjustments to reconcile to net cash
    from continuing operating activities:
    Depreciation and amortization                            20,534      18,424
    Changes in assets and liabilities:
         Accounts receivable                                 (2,817)     (1,045)
         Inventories                                         (1,122)     (1,761)
         Prepaid expenses and other current assets             (670)     (2,903)
         Other non-current assets                               573      (1,726)
         Deferred income taxes                                5,940         528
         Accounts payable and accrued expenses              (10,462)    (14,702)
         Restructuring                                       (5,265)          -
         Other non-current liabilities                       (1,934)     (2,302)
    Other                                                      (624)       (327)
                                                           ---------   --------
Net cash provided by continuing operating activities         19,720      16,453
                                                           ---------   --------

Cash used in discontinued operations                              -     (25,177)
                                                           ---------   --------

INVESTING ACTIVITIES:
    Expenditures for property, plant and equipment          (19,492)    (17,780)
                                                           ---------   --------
Net cash used in investing activities                       (19,492)    (17,780)
                                                           ---------   --------

FINANCING ACTIVITIES:
    Net proceeds from revolving credit facilities             4,000      71,000
    Deferred Financing Fees                                  (1,709)
   Principal repayment of debt                                    -     (46,074)
    Exercise of stock options                                   102         423
                                                           ---------    -------
Net cash provided by financing activities                     2,393      25,349
                                                           ---------    -------
Increase in cash and cash equivalents                         2,621      (1,155)
                                                           ---------    -------
Cash and cash equivalents, beginning of period                3,225       5,192
                                                           ---------    -------
Cash and cash equivalents, end of period                    $ 5,846     $ 4,037
                                                           =========    =======

                 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  low-to  medium-power  rectifiers,  transient
voltage  suppressors  ("TVS"),  small signal diodes,  and  transistors and zener
diodes in axial,  bridge,  power and surface mount packages.  Power  rectifiers,
small  signal  devices and TVS products are  semiconductors  that are  essential
components  of  most  electronic   devices  and  systems.   Rectifiers   convert
alternating  current  (AC) into  direct  current  (DC) which can be  utilized by
electronic  equipment.  TVS devices provide  protection from electrical  surges,
ranging from electrostatic discharge to induced lightning.  Small signal devices
amplify or switch low level  currents.  The  Company's  products  are  primarily
targeted for use in the computer, automotive,  telecommunications,  lighting and
consumer electronics industries.

In the opinion of management,  the accompanying unaudited consolidated financial
statements  include all necessary  adjustments  (consisting of normal  recurring
adjustments) and present fairly the Company's financial position as of September
30,  1999,  the results of its  operations  for the three and nine months  ended
September  30,  1999 and  1998,  and its cash  flows for the nine  months  ended
September 30, 1999 and 1998 in conformity  with  generally  accepted  accounting
principles  for interim  financial  information  applied on a consistent  basis.
There were no adjustments of a  non-recurring  nature  recorded during the three
and nine months ended September 30, 1999 and 1998. The results of operations for
the  three  and  nine  months  ended  September  30,  1999  are not  necessarily
indicative  of the  results  to be  expected  for the  full  year.  For  further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto included in General Semiconductor's Annual Report on Form 10-K/A for the
year ended December 31, 1998.

2.   INVENTORIES

     Inventories consist of:

                                September 30, 1999            December 31, 1998
                                ------------------            -----------------

         Raw materials               $ 5,881                       $ 5,139
         Work in process              12,568                        14,181
         Finished goods               22,187                        20,194
                                     -------                       -------
                                     $40,636                       $39,514
                                     =======                       =======


3.   LONG-TERM DEBT

The Company  entered  into its $350  million  credit  facility in July 1997.  In
December  1998,  the credit  facility  was amended to modify  several  financial
covenants  to provide  flexibility  to execute the 1998  restructuring.  In June
1999, the credit facility was amended to modify several  financial  covenants to
provide  greater  financial   flexibility.   Pursuant  to  the  credit  facility
requirements  the Company  entered into a Guarantee and Collateral  Agreement in
August 1999.  The Company is evaluating  market  conditions and is considering a
subordinated  note  offering in the range of $200 million which may be completed
in 1999.  The Company  expects to use the proceeds of any such offering to repay
outstanding  indebtedness under the credit facility and the credit facility will
be  permanently  reduced by 50% of the gross proceeds of the  subordinated  note
offering.

The credit  facility  requires  the  Company to pay a facility  fee on the total
commitment.  The credit  facility  permits  the  Company to choose  between  two
interest rates options: the adjusted base rate or eurodollar rate (LIBOR) plus a
margin which varies based on the Company's  ratio of  indebtedness  to EBITDA 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  facility  contains  financial and  operating  covenants,
including  limitations  on  guarantee   obligations,   liens,  sale  of  assets,
indebtedness  and  investments.  At  September  30,  1999 the  interest  rate on
outstanding borrowings was 8.53% per annum.


4.   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 General Instrument  Corporation (the
Company's  predecessor,  "GI")  common  stock  during the period  March 21, 1995
through October 18, 1995. The complaint  alleges that prior to the  distribution
(the  "Distribution")  in July 1997 of the capital  stock of NextLevel  Systems,
Inc. and CommScope,  Inc., GI and certain of its officers and directors, as well
as Forstmann  Little & Co. and certain  related  entities,  violated the federal
securities laws, namely, Sections 10(b) and 20(a) of the Securities Exchange Act
of 1934,  as  amended  (the  "Exchange  Act"),  by  allegedly  making  false and
misleading  statements and failing to disclose material facts about GI's planned
shipments in 1995 of its CFT-2200 and  DigiCipher  II products.  Also pending in
the same court, under the same name, is a derivative action brought on behalf of
GI. The  derivative  action alleges that the members of GI's Board of Directors,
several of its officers and  Forstmann  Little & Co. and related  entities  have
breached  their  fiduciary  duties by reason of the matter  complained of in the
class action and the defendants' alleged use of material non-public  information
to sell shares of GI common stock for personal gain.

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

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


5.   COMMITMENTS AND CONTINGENCIES

The Company is subject to various  federal,  state,  local and foreign  laws and
regulations governing  environmental  matters,  including the use, discharge and
disposal of hazardous  materials.  The Company's  manufacturing  facilities  are
believed to be in  substantial  compliance  with current  laws and  regulations.
Complying  with  current  laws and  regulations  has not had a material  adverse
effect  on  the  Company's   financial   condition.   In  connection   with  the
Distribution, the Company retained the obligations with respect to environmental
matters relating to its discontinued operations and its status as a "potentially
responsible party." The Company is presently engaged in the remediation of eight
discontinued operations in six states, and is a "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 $30.6  million at September  30, 1999 ($31.9  million at December 31,
1998).  While the  ultimate  outcome  of these  matters  cannot  be  determined,
management  does not believe that the final  disposition  of these  matters will
have a material adverse effect on the Company's financial  position,  results of
operations  or cash flows  beyond the  amounts  previously  provided  for in the
financial statements.

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


6.   EARNINGS PER SHARE

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

Set forth below are  reconciliations  of the numerators and  denominators of the
basic and diluted  per share  computations  for the three and nine months  ended
September 30, 1999 and 1998.

<TABLE>
<CAPTION>

                                           For the Three Months                       For the Three Months
                                         Ended September 30, 1999                   Ended September 30, 1998
                                         ------------------------                   ------------------------
<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                   $6,208          36,822        $0.17          $5,956         36,820          $0.16
                                                             =====                                         =====

Effect of Dilutive Securities
  Options                          --             234                           --              4
                              -------         -------                       ------         ------
Diluted EPS
  Net income                   $6,208          37,056        $0.17          $5,956         36,824          $0.16
                              =======         =======        =====          ======         ======          =====
</TABLE>

<TABLE>
<CAPTION>

                                         For the Nine Months                           For the Nine Months
                                       Ended September 30, 1999                      Ended September 30, 1998
<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                  $15,568          36,821        $0.42           $22,267         36,808        $0.60
                                                             =====                                         =====

Effect of Dilutive Securities
  Options                          --             113                             --             90
                              -------          ------                        -------         ------
Diluted EPS
  Net income                  $15,568          36,934        $0.42           $22,267         36,898        $0.60
                              =======          ======        =====           =======         ======        =====
</TABLE>

<PAGE>

7.   GEOGRAPHIC SEGMENT INFORMATION

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


<TABLE>
<CAPTION>
                            United
                            States      Europe     Far East   China     Corporate   Consolidated
                            ------      ------     --------   -----     ---------   ------------
Three months ended
September 30, 1999:
<S>                         <C>        <C>         <C>        <C>       <C>         <C>
Net sales (a) ............  $55,596    $32,063     $18,097    $     -   $       -   $105,756
Intercompany transfers....   33,721     35,998      41,907     11,852    (123,478)         -
                            -------    -------     -------    -------   ----------  --------
  Net sales...............   89,317     68,061      60,004     11,852    (123,478)  $105,756
                            =======    =======     =======    =======   ==========  ========

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


Three months ended
September 30, 1998:
Net sales (a)............   $52,880    $30,616     $13,727    $     -   $           $ 97,223
Intercompany transfers...    33,719     31,106      43,929       8,053   (116,807)         -
                            -------    -------     -------    --------  ----------  --------
  Net sales..............    86,599     61,722      57,656       8,053   (116,807)    97,223
                            =======    =======     =======    ========   =========  ========

Interest income..........         -         26           0           5         44         75
Interest expense.........         -         97          26           -      5,191      5,314
Depreciation and
  amortization expense...     2,164      1,103       2,312         729          -      6,308
Earnings before
  provision for
   income taxes..........       789      2,203       2,907       1,277          -      7,176
Income tax expense.......   $  (901)   $   356     $ 1,755    $     10  $       -  $   1,220
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                            United
                            States     Europe      Far East   China     Corporate  Consolidated
                            ------     ------      --------   -----     ---------  ------------
Nine months ended
September 30, 1999:
<S>                         <C>        <C>         <C>        <C>      <C>        <C>
Net sales (a)...........    $159,425   $ 97,913    $ 46,962   $     -  $          $304,300
Intercompany transfers..      97,263    103,963     124,192    30,806   (356,224)        -
                            --------   --------    --------   -------  ---------- --------
  Net sales.............     256,688    201,876     171,154    30,806   (356,224)  304,300
                            ========   ========    ========   =======  ========== ========

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


Nine months ended
September 30, 1998:
Net sales (a)...........    $170,856   $105,251    $ 26,275   $     -  $       -  $302,382
Intercompany transfers..      85,100    105,514     123,708    20,575   (334,897)        -
                            --------   --------    --------   -------  ---------- --------
  Net sales.............     255,956    210,765     149,983    20,575   (334,897)  302,382
                            ========   ========    ========   =======  ========== ========

Interest income.........           -         15          11        21        200       247
Interest expense........           -        216         579         -     14,665    15,460
Depreciation and
  amortization expense..       6,512      3,378       6,615     1,919          -    18,424
Earnings before
  provision for
  income taxes..........      12,108      7,394       8,370     4,400          -    32,272
Income tax expense......   $   3,571   $  2,214    $  4,100   $   120  $       -  $ 10,005
</TABLE>


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

         Three Months Ended September 30,       Nine Months Ended September 30,
         --------------------------------       -------------------------------
             1999             1998                  1999            1998
             ----             ----                  ----            ----

 Taiwan    $15,690          $13,625               $45,407         $54,088
 China      10,682            9,014                28,127          24,224
           -------          -------               -------         -------
           $26,372          $22,639               $73,534         $78,312
           =======          =======               =======         =======

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

         Three Months Ended September 30,       Nine Months Ended September 30,
         --------------------------------       -------------------------------
             1999             1998                  1999            1998
             ----             ----                  ----            ----

 France    $ 3,013          $  2,960              $  9,542        $ 10,174
 Germany    13,595            15,192                42,692          47,563
 Italy       2,476             3,153                 9,742          11,496
 U.K.        5,005             3,669                12,940          12,226
 Other       7,974             5,642                22,997          23,792
           -------          --------              --------        --------
           $32,063           $30,616               $97,913        $105,251
           =======           =======               =======        ========
<PAGE>

8.   RECENT ACCOUNTING PRONOUNCEMENTS

During  1998 the  Financial  Accounting  Standards  Board  issued  Statement  of
Financial  Accounting  Standards  ("SFAS") No. 133  "Accounting  for  Derivative
Instruments  and  Hedging  Activities".  SFAS  133  establishes  accounting  and
reporting  standards  for  derivative  instruments  and hedging  activities  and
requires  that  an  entity   recognize  all  derivatives  as  either  assets  or
liabilities and measure those  instruments at fair value.  SFAS 133 is effective
for all fiscal  quarters of fiscal  years  beginning  after June 15,  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'   Discussion  and  Analysis  pertains  to  the
continuing  operations of General  Semiconductor,  Inc., unless otherwise noted,
and describes  changes in the Company's  financial  condition since December 31,
1998.

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

                                        Three Months           Nine Months
                                     Ended September 30,    Ended September 30,
                                     -------------------    -------------------
                                      1999         1998     1999         1998
                                      ----         ----     ----         ----

Net sales                             100.0%      100.0%    100.0%       100.0%
Cost of sales                          72.7        72.5      73.7         70.0
                                      -----       -----     -----        -----
Gross profit                           27.3        27.5      26.3         30.0
Selling, general and administrative    10.4        11.8      11.0         11.5
Research and development                1.7         1.5       1.6          1.5
Amortization of excess of cost over
  fair value of net assets acquired     1.2         1.3       1.3          1.3
                                      -----       -----     -----        -----
Operating income                       14.0        12.8      12.4         15.7
Other income (expense) - net              -           -         -            -
Interest expense - net                  6.2         5.4       5.6          5.0

Income before income tax                7.8         7.4       6.8         10.7
Provision for income tax                2.0         1.3       1.7          3.3
                                      -----       -----     -----        -----
Net income                              5.8%        6.1%      5.1%         7.4%
                                      =====       =====     =====        =====


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

NET SALES
---------
     Net sales of $105.8  million for the three months ended  September 30, 1999
increased $8.6 million from $97.2 million for the comparable  prior year period.
The  increase is  primarily  due to an  approximate  18% increase in unit volume
sales partly offset by an approximate  12% decline in worldwide  average selling
prices.  For the nine months  ended  September  30, 1999 net sales  increased to
$304.3  million  from  $302.4  million  for the  comparable  prior year  period.
Increased  worldwide unit volume sales was offset by an approximate  14% decline
in worldwide average selling prices.


COST OF SALES
-------------
Cost of sales for the three and nine months  ended  September  30, 1999 of $76.9
million and $224.4 million  compares to $70.5 million and $211.7 million for the
corresponding  prior year period.  Cost of sales increased $6.4 million (9%) for
the three months and $12.7 million (6%) for the nine months  principally  due to
an increase in unit volume sales, partly offset by cost savings, including those
achieved from the 1998 restructuring.

     Accordingly, gross margin for the three and nine months ended September 30,
1999 represents 27.3% and 26.3% of net sales, respectively,  compared with 27.5%
and 30.0% in the  corresponding  prior year  period.  The  decrease for the nine
months  relates to an erosion of  worldwide  average  selling  prices  partially
offset by a change in the mix of products sold, continued cost controls, savings
achieved from the 1998 restructuring and improved factory utilization.

<PAGE>

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
Selling,  general and  administrative  expenses  of $11.0  million for the three
months ended  September 30, 1999 decreased from $11.5 million for the comparable
prior year period. As a percentage of sales, selling, general and administrative
expenses  decreased to 10.4% for the three months ended  September 30, 1999 from
11.8% for the  corresponding  prior year period due to the  increase in sales as
well as lower  spending.  For the nine months ended  September 30, 1999 selling,
general  and  administrative  expenses  of $33.5  million  decreased  from $34.8
million for the  corresponding  year-earlier  period.  The $1.3 million decrease
relates  to  reduced  variable  selling  expenses  and lower  bad debt  expense.
Accordingly,  as a percentage of sales, selling, general administrative expenses
improved  to 11.0% from  11.5% for the nine  months  ended  September  30,  1999
compared with the corresponding prior year period.

RESEARCH AND DEVELOPMENT EXPENSES
---------------------------------
Research and development expenses of $1.8 million and $4.9 million for the three
and nine months ended  September 30, 1999  increased  from $1.5 million and $4.5
million for the comparable  prior year periods due to costs incurred  related to
the planned introduction of power MOSFETS partly offset by cost savings achieved
from the 1998  restructuring.  Research and  development  spending  reflects the
modification  of existing  products as well as the continued  development of new
products.


NET INTEREST EXPENSE
--------------------
Net interest  expense  increased to $6.6 million and $16.9 million for the three
and nine months ended September 30, 1999 from $5.2 million and $15.2 million for
the  corresponding   prior  year  period  due  to  higher  borrowing  rates  and
amortization of deferred financing fees associated with amendments to the credit
facility discussed 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 nine
months ended  September  30, 1999  decreased to 25% from 31% for the nine months
ended  September 30, 1998 due primarily to an increased  proportion of income of
foreign subsidiaries taxed at rates lower than the U.S. rate.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Working  capital at  September  30,  1999 was $71.6  million  compared  to $51.7
million at December  31, 1998.  The working  capital  increase of $19.9  million
resulted primarily from increases in accounts  receivable in support of a higher
revenue  base,  inventory  resulting  from  additional   consignment  stock  and
decreases in accounts payable and accrued expenses due in part to the payment of
restructuring  costs accrued as of December 31, 1998.  As a result,  the current
ratio  increased to 2.2 to 1 at  September  30, 1999  compared  with 1.7 to 1 at
December 31, 1998.

During the nine months  ended  September  30, 1999 the  Company  invested  $19.5
million in property,  plant and  equipment  compared  with $17.8 million for the
corresponding prior year period. The Company currently plans to invest in excess
of $30.0 million in capital  expenditures  for the year ended  December 31, 1999
principally for automation,  new products,  quality and system  enhancements and
selected   capacity   increases  for  key  lines  where  capacity  is  currently
constrained.

At September 30, 1999 there were $11.0 million of letters of credit  outstanding
that reduce the amount that can be borrowed against the Company's $350.0 million
credit facility.

The Company  entered  into its $350  million  credit  facility in July 1997.  In
December  1998,  the credit  facility  was amended to modify  several  financial
covenants  to provide  flexibility  to execute the 1998  restructuring.  In June
1999, the credit facility was amended to modify several  financial  covenants to
provide  greater  financial   flexibility.   Pursuant  to  the  credit  facility
requirements  the Company  entered into a Guarantee and Collateral  Agreement in
August 1999. The credit  facility  requires the Company to pay a facility fee on
the total commitment.  The credit facility permits the Company to choose between
two interest  rates options:  the adjusted base rate or eurodollar  rate (LIBOR)
plus a margin which  varies  based on the  Company's  ratio of  indebtedness  to
EBITDA 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 facility contains financial and operating  covenants,
including  limitations  on  guarantee   obligations,   liens,  sale  of  assets,
indebtedness and investments. The Company is evaluating market conditions and is
considering a subordinated  note offering in the range of $200 million which may
be  completed  in 1999.  The  Company  expects to use the  proceeds  of any such
offering to repay  outstanding  indebtedness  under the credit  facility and the
credit facility will be permanently  reduced by 50% of the gross proceeds of the
subordinated note offering.

<PAGE>

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 cash
flow needs from the results of its  operations,  working  capital and  available
sources  of  financing.  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.

EBITDA
------
EBITDA   represents   earnings  before   interest,   taxes,   depreciation   and
amortization.  EDITDA is presented  because we believe 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 indicators of our
operating performance or any other measures of performance derived in accordance
with generally accepted accounting  principles.  See the statements of cash flow
included in the Company's consolidated financial statements.


                                 Three months ended        Nine months ended
                                    September 30,             September 30,
                                 ------------------        -----------------
                                    1999       1998        1999         1998
                                    ----       ----        ----         ----
Income from continuing operations $ 6,208     $ 5,956    $15,568      $22,267
Interest                            6,555       5,239     16,876       15,213
Taxes                               2,071       1,220      5,190       10,005
Depreciation and amortization(1)    6,692       6,233     20,257       18,199
                                  -------     -------    -------      -------
EBITDA                            $21,526     $18,648    $57,891      $65,684
                                  =======     =======    =======      =======

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

The $2.9 million  increase in EBITDA for the three months  ended  September  30,
1999,  compared  with the  corresponding  prior year period is due  primarily to
increased sales volume and operating cost  improvements,  partly offset by lower
selling  prices.  EBITDA  decreased  $7.8  million  for the  nine  months  ended
September  30, 1999  compared  with the  corresponding  prior year period due to
price erosion.


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

<PAGE>

In 1996 the Company began an upgrade of its business applications software which
includes the  implementation of the full suite of JD Edwards ("JDE")  financial,
distribution and  manufacturing  applications.  The JDE software was selected to
add worldwide  functionality  and  efficiency  to the business  processes of the
Company  as  well  as  address  Year  2000  exposure.   The  JDE  financial  and
distribution  modules have been installed and are Year 2000  compliant.  The JDE
manufacturing  module will be installed in 2000.  The Company has  completed the
modification  of the existing  manufacturing  applications  with each of its six
factories.

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

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

The Company does not expect Year 2000 issues to have a material  adverse  effect
on its products, services,  competitive position, financial condition or results
of  operations.  If,  however,  any of the  Company  systems  are not Year  2000
compliant or if government agencies, the Company's customers,  or suppliers fail
to achieve Year 2000 compliance, the Company may experience adverse consequences
including the following:  (i) customers may be unable to place orders due either
to the Company's or customers system failures; (ii) the Company may be unable to
maintain  adequate  production  scheduling,  inventory cost accounting and other
elements of its business that are dependent upon computer systems; and (iii) the
Company may be unable to deliver its products on a timely basis.

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 the Company's
pricing and marketing  strategies;  however, any such future impact is not known
at this time.  However the Company has not  experienced  any  material  negative
impact to date as a result of these changes.


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

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




<PAGE>

                           PART II - OTHER INFORMATION

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

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

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

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

          10.7.3   Guarantee and  Collateral  Agreement,  dated as of
                   August 15, 1999,  between  General  Semiconductor,  Inc.
                   and certain of its Subsidiaries in favor of The Chase
                   Manhattan Bank, as Administrative Agent.

          10.8.2   General Semiconductor, Inc. Annual Incentive Plan adopted
                   October 19, 1999.

          27       Financial Data Schedule

          99       Forward Looking Information


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

                   No reports on Form 8-K were filed by the Registrant during
                   the three months ended September 30, 1999.





<PAGE>

                                    SIGNATURE
                                    ---------

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







                          GENERAL SEMICONDUCTOR, INC.


November 5, 1999          /s/Andrew M. Caggia
----------------          -------------------
Date                      Andrew M. Caggia
                          Senior Vice President and Chief Financial Officer
                          Signing both in his capacity as Senior Vice President
                          on behalf of the Registrant and as Chief
                          Financial Officer of the Registrant