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, 2001
                                                ---------------

                                       OR

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

                 For the transition period from ____ to____

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

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

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

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

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

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

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

Yes  x     No
   -----     -----

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

         Class                                   Outstanding at April 30, 2001
-----------------------------                    -----------------------------
Common Stock, par value $0.01                               37,851,414




<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, 2001 (unaudited) and December 31, 2000                  2

        Consolidated Statements of Operations for the Three Months
        ended March 31, 2001 and 2000 (unaudited)                         3

        Consolidated Statements of Cash Flows for the Three Months
        ended March 31, 2001 and 2000 (unaudited)                         4

        Notes to Consolidated Financial Statements (unaudited)           5-10

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


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

        Legal Proceedings                                                15

        Other Information                                                15

        Exhibits                                                         15


SIGNATURE                                                                16


<PAGE>
                                                 PART I
                                          FINANCIAL INFORMATION

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


                                                 ASSETS
<TABLE>
<CAPTION>

                                                                            (Unaudited)
                                                                             March 31,      December 31,
                                                                               2001             2000
                                                                          ---------------- ---------------
<S>                                                                       <C>               <C>

Current Assets:
Cash                                                                              $ 3,254         $ 4,913
Accounts receivable, less reserves of $990
     and $1,014, respectively                                                      59,100          66,246
Inventories                                                                        54,879          53,698
Prepaid expenses and other current assets                                          12,722          13,803
Deferred income taxes                                                              10,386          11,348
                                                                          ---------------- ---------------

     Total current assets                                                         140,341         150,008

Property, plant and equipment - net                                               248,706         244,889
Excess of cost over fair value of net assets acquired, less accumulated
    amortization of $55,497 and $54,212, respectively                             151,183         152,468
Deferred income taxes, net of valuation allowance                                  26,319          26,485
Intangibles and other assets, less accumulated amortization of $17,152 and
    $16,326, respectively                                                          20,515          21,439
                                                                          ---------------- ---------------

TOTAL ASSETS                                                                    $ 587,064       $ 595,289
                                                                          ================ ===============




                                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable                                                                 $ 43,618        $ 41,709
Deferred income taxes                                                                 305           1,142
Accrued expenses                                                                   46,529          57,026
                                                                          ---------------- ---------------

     Total current liabilities                                                     90,452          99,877

Long-term debt                                                                    222,500         216,500
Deferred income taxes                                                              26,482          26,508
Other non-current liabilities                                                      63,967          64,729
                                                                          ---------------- ---------------

     Total liabilities                                                            403,401         407,614
                                                                          ---------------- ---------------

Commitments and contingencies

Stockholders' Equity:
Preferred Stock, $0.01 par value; 20,000 shares authorized; no shares issued            -               -
Common Stock, $0.01 par value; 400,000 shares authorized; 37,752 and
     37,829 shares issued, respectively                                               378             378
Additional paid-in capital                                                         12,292          11,697
Retained earnings                                                                 178,364         182,971
                                                                          ---------------- ---------------
                                                                                  191,034         195,046
Less - Treasury stock, at cost, 104 shares                                         (7,371)         (7,371)
                                                                          ---------------- ---------------

     Total stockholders' equity                                                   183,663         187,675
                                                                          ---------------- ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $ 587,064       $ 595,289
                                                                          ================ ===============




<FN>

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


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


<TABLE>
<CAPTION>

                                                                                      Three Months Ended
                                                                                           March 31,
                                                                                      ------------------
                                                                                  2001                  2000
                                                                                  ----                  ----
<S>                                                                            <C>                   <C>

NET SALES                                                                      $ 102,008             $ 114,970

Cost of sales                                                                     75,153                80,437
                                                                               ---------             ---------
GROSS PROFIT                                                                      26,855                34,533
                                                                               ---------             ---------
Selling, general and administrative                                               12,734                12,664
Research and development                                                           2,613                 1,674
Amortization of excess of cost over fair value
   of net assets acquired                                                          1,285                 1,285
Restructuring                                                                      8,913                  -
Asset impairment                                                                   4,035                  -
                                                                               ---------             ---------
         Total operating costs and expenses                                       29,580                15,623
                                                                               ---------             ---------
OPERATING (LOSS) INCOME                                                           (2,725)               18,910
                                                                               ---------             ---------
Other income                                                                         118                    15
Interest expense-net                                                              (3,974)               (5,305)
                                                                               ---------             ---------
(LOSS)  INCOME BEFORE INCOME TAXES                                                (6,581)               13,620

Benefit from (provision for) income taxes                                          1,974                (4,086)
                                                                               ---------             ---------
NET (LOSS) INCOME                                                               $ (4,607)              $ 9,534
                                                                                =========              =======
Weighted Average Shares Outstanding:
  Basic                                                                           37,726                37,331
  Diluted                                                                         37,726                49,612

(Loss) earnings per share:
  Basic                                                                          $ (0.12)               $ 0.26
  Diluted                                                                        $ (0.12)               $ 0.23




<FN>

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


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


<TABLE>
<CAPTION>
                                                                                        Three Months Ended
                                                                                             March 31,
                                                                                 ----------------------------------
                                                                                     2001                2000
                                                                                 --------------      --------------
<S>                                                                              <C>                  <C>
OPERATING ACTIVITIES:
 Net (loss) income                                                                    $ (4,607)            $ 9,534
 Adjustments to reconcile to net cash
    from operating activities:
    Depreciation and amortization                                                        8,175               7,358
    Asset impairment in conjunction with restructuring                                   4,035                -
    Exercise of stock options in conjunction with restructuring                            538                -
    Changes in assets and liabilities:
         Accounts receivable                                                             7,146              (4,574)
         Inventories                                                                    (1,181)             (2,723)
         Prepaid expenses and other current assets                                       1,080                (688)
         Other non-current assets                                                          137                (158)
         Deferred income taxes                                                             264                 258
         Accounts payable and accrued expenses                                         (11,085)              6,697
         Restructuring                                                                    (752)               (370)
         Other non-current liabilities                                                    (761)             (2,049)
    Other                                                                                1,048               1,098
                                                                                 --------------      --------------
Net cash provided by operating activities                                                4,037              14,383
                                                                                 --------------      --------------


INVESTING ACTIVITIES:
    Expenditures for property, plant and equipment                                     (11,710)             (6,750)
                                                                                 --------------      --------------
Net cash used in investing activities                                                  (11,710)             (6,750)
                                                                                 --------------      --------------


FINANCING ACTIVITIES:
    Net proceeds from (repayments of) revolving credit facilities                        6,000             (12,000)
    Deferred financing fees                                                                (45)               (508)
    Exercise of stock options                                                               59               7,706
                                                                                 --------------      --------------
Net cash provided by (used in) financing activities                                      6,014              (4,802)
                                                                                 --------------      --------------
(Decrease) increase in cash and cash equivalents                                        (1,659)              2,831
                                                                                 --------------      --------------
Cash and cash equivalents, beginning of period                                           4,913               2,586
                                                                                 --------------      --------------
Cash and cash equivalents, end of period                                               $ 3,254             $ 5,417
                                                                                 ==============      ==============

<FN>

                                 See notes to consolidated financial statements.
</FN>
</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 design,  manufacture  and  distribution of a broad array of
power management  products including low-to medium-power  rectifiers,  transient
voltage suppressors ("TVS"), small signal transistors, diodes and MOSFETs. Power
rectifiers,  small signal devices,  TVS products and MOSFETs are  semiconductors
that are essential components of most electronic devices and systems. Rectifiers
convert  alternating current (AC) into direct current (DC) which can be utilized
by electronic equipment.  TVS devices provide protection from electrical surges,
ranging from electrostatic discharge to induced lightning.  Small signal devices
amplify or switch low level  currents.  MOSFETs are devices  that switch  and/or
amplify current.  The Company's  products are primarily  targeted for use in the
computer,  automotive,  telecommunications,  lighting and  consumer  electronics
industries  and  are  sold  primarily  to  original   equipment   manufacturers,
electronic distributors and contract equipment manufacturers.

General  Instrument  Corporation  ("GI")  (i)  transferred  all the  assets  and
liabilities  relating to the  manufacture  and sale of broadband  communications
products  used  in  the  cable  television,  satellite,  and  telecommunications
industries  and all rights to the  related  GI  trademarks  to its  wholly-owned
subsidiary  NextLevel  Systems,  Inc.  ("NextLevel"),  and  all the  assets  and
liabilities  relating to the  manufacture  and sale of coaxial,  fiber optic and
other  electric  cable  used  in  the  cable  television,  satellite  and  other
industries to its wholly-owned subsidiary CommScope, Inc. ("CommScope") and (ii)
distributed all of the outstanding  shares of capital stock of each of NextLevel
and  CommScope  to its  stockholders  on a pro  rata  basis as a  dividend  (the
"Distribution")  in a  transaction  that was  finalized  on July 28,  1997  (the
"Distribution  Date"). On the Distribution  Date,  NextLevel and CommScope began
operating as independent entities with publicly traded common stock. GI retained
no ownership  interest in either  NextLevel or  CommScope.  Concurrent  with the
Distribution, GI changed its name to General Semiconductor,  Inc. and effected a
one for four reverse stock split. On February 2, 1998 NextLevel changed its name
to General Instrument Corporation ("General Instrument"). General Instrument was
acquired by Motorola Inc. in January 2000.

In the opinion of management,  the accompanying unaudited consolidated financial
statements  include all necessary  adjustments  (consisting of normal  recurring
adjustments) and present fairly the Company's financial position as of March 31,
2001,  the results of its  operations  for the three months ended March 31, 2001
and 2000,  and its cash flows for the three months ended March 31, 2001 and 2000
in conformity with accounting principles generally accepted in the United States
of America 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, 2001 and 2000,  other than the  restructuring  charge and
asset write-off.  The results of operations for the three months ended March 31,
2001 are not  necessarily  indicative of the results to be expected for the full
year.  Certain  prior  year  amounts  have been  reclassified  to conform to the
current year presentation.  For further  information,  refer to the consolidated
financial  statements and footnotes thereto included in General  Semiconductor's
Annual Report on Form 10-K for the year ended December 31, 2000.


2.       INVENTORIES

         Inventories consist of:
<TABLE>
<CAPTION>

                               March 31, 2001               December 31, 2000
                               --------------               -----------------
<S>                            <C>                          <C>


         Raw materials            $ 8,654                        $ 7,585
         Work in process           17,456                         15,388
         Finished goods            28,769                         30,725
                                  -------                        -------
                                  $54,879                        $53,698
                                  =======                        =======
</TABLE>


3.       RESTRUCTURING AND ASSET IMPAIRMENT

On February 7, 2001 the Company  announced a  comprehensive  restructuring  plan
designed to reduce costs and better align the  manufacturing  infrastructure  to
new  product   technologies  and  overall   near-term   reduced   volumes.   The
restructuring  program  and asset  impairment responds  to today's  dynamic  and
rapidly  changing  business  environment  characterized  by a severe  decline in
demand for certain products and an increasingly  competitive price  environment.
As a  result,  we were  required  to  outsource  manufacturing  of  lower-margin
products thereby creating a decline in machinery utilization and, in some cases,
obsolescence.


Significant  components of the  restructuring  charge  recorded during the three
months ended March 31, 2001 and remaining accrual as of March 31, 2001 include:

         Employee costs                              $7,229
         Facility costs                               1,471
         Other                                          213
                                                     ------
             Restructuring charge                     8,913

         Employee termination payments                 (752)
         Stock option remeasurement                    (538)
                                                     ------
             Restructuring accrual                   $7,623
                                                     ======


Employee costs include a global early retirement program and corporate workforce
reduction affecting 183 of the Company's nearly 5,400 employees.  Facility costs
represent the remaining lease payments  related to the U.S.  corporate and sales
office consolidation.

During the three months ended March 31, 2001, $0.8 million of payments were made
to employees that were terminated in conjunction  with the workforce  reduction.
Additionally,  $0.5 million was credited to additional  paid-in  capital for the
remeasurement  of stock  options  incurred  in  conjunction  with  the  group of
employees accepting the early retirement package.

Accordingly,  as of March 31, 2001, $7.6 million is included in accrued expenses
for remaining restructuring payments.  Approximately $4.0 million is expected to
be paid by December 31, 2001.

Certain  manufacturing  assets and  related  spare parts were  determined  to be
impaired  and  removed  from  operation  during  the  quarter as a result of the
Company's change in strategic  direction.  By geographic segment,  the following
asset impairment charges were incurred:

         Far East           $1,165
         Europe              1,844
         China                 950
         United States          76
                            ------
                            $4,035
                            ======


4.       LITIGATION

We are 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 we are
indemnified.  We are of the opinion  that these  litigations  or claims will not
have a material negative effect on our consolidated financial position,  results
of operations or cash flows.

On April 25, 2001, Siliconix Incorporated  ("Siliconix"),  a company 80.4% owned
by Vishay  Intertechnology  Inc.,  filed a patent  infringement  lawsuit  in the
United  States  District  Court for the  Northern  District of  California.  The
complaint  alleges that certain of the Company's  products  infringe two patents
held by  Siliconix  related  to  power  MOSFET  products.  The  complaint  seeks
injunctive  relief  and  unspecified  damages.  The  Company  believes  that the
Siliconix complaint is without merit and intends to defend it vigorously.

In  connection  with  the  spin-off  in 1997,  NextLevel  Systems,  Inc.  (which
subsequently  changed its name to General Instrument  Corporation ("GI") and was
acquired by Motorola  Inc. in January  2000) agreed to indemnify us with respect
to certain legal proceedings  relating to the business  transferred to NextLevel
Systems, Inc., including the obligations,  if any, arising out of or relating to
the two securities litigations described below. Therefore, we are of the opinion
that the resolution of these matters will not have an effect on our consolidated
financial position, results of operations or cash flows.

A securities class action previously pending in the United States District Court
for  the  Northern  District  of  Illinois  entitled  In Re  General  Instrument
Corporation  Securities  Litigation  is being  transferred  to the United States
District Court for the Eastern District of Pennsylvania for trial.  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 spin-off, 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  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  and as to the  effects of these  products on GI's gross
margins.  On November 21, 2000, the Court dismissed a derivative  action brought
on behalf of General Instrument Corporation under the same caption.

Also included under the same caption in the Northern District of Illinois was an
action  entitled BKP  Partners,  L.P. v. General  Instrument  Corp.,  brought in
February 1996   by   certain   holders   of   preferred   stock  of  Next  Level
Communications,  which  was  merged  into a  subsidiary  of  General  Instrument
Corporation in  September 1995.  The action was originally filed in the Northern
District of California and was later  transferred  for pretrial  purposes to the
Northern  District  of  Illinois.  The  action is now being  transferred  to the
Northern  District  of  California  for trial.  The  plaintiffs  allege that the
defendants  violated federal  securities laws by making  misrepresentations  and
omissions and breached  fiduciary  duties to Next Level in  connection  with the
acquisition  of  Next  Level  by  General  Instrument  Corporation.  Plaintiff's
complaints,  seek, among other things,  unspecified  damages and attorneys' fees
and costs.

<PAGE>

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 seven
sites relating to discontinued  operations in five states, and is a "potentially
responsible party" at five hazardous waste sites in four states.

The  Company  has  engaged  independent  consultants  to  assist  management  in
evaluating potential  liabilities related to environmental  matters.  Management
assesses  the  input  from  these  independent   consultants  along  with  other
information  known to the  Company in its effort to  continually  monitor  these
potential  liabilities.  Management  assesses  its  environmental  exposure on a
site-by-site basis,  including those sites where the Company has been named as a
"potentially responsible party". Such assessments include the Company's share of
remediation  costs,  information known to the Company concerning the size of the
hazardous waste sites, their years of operation and the number of past users and
their financial viability.  The Company has a reserve recorded for environmental
matters of $27.6 million at March 31, 2001 ($27.9 million at December 31, 2000).
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(loss)  by the
weighted  average  number of common  shares  outstanding  during the  applicable
periods. The diluted earnings per share computation is based on net income(loss)
adjusted  for  interest  and  amortization  of debt  issuance  costs  related to
convertible debt, if dilutive,  divided by the weighted average number of common
shares  outstanding  adjusted  for the  dilutive  effect  of stock  options  and
convertible  securities.  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,
2001 and 2000. The effect of outstanding  options and  Convertible  Subordinated
Notes (the "Notes") for the three months ended March 31, 2001 was  anti-dilutive
and, therefore, not included.

<TABLE>
<CAPTION>

                                      For the Three Months                For the Three Months
                                      Ended March 31, 2001                Ended March 31, 2000
                                      --------------------                --------------------
<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(loss)            $(4,607)        37,726        $(0.12)       $ 9,534         37,331        $0.26
                                                            =======                                     =====

Effect of Dilutive Securities
  Options                           _              _                                       1,188
  Convertible debt                                                          1,669         11,093
                              --------        ------                      -------         ------

Diluted EPS
  Net income(loss)            $(4,607)        37,726        $(0.12)       $11,203         49,612        $0.23
                              ========        ======        =======       =======         ======        =====

</TABLE>

<PAGE>

7.       GEOGRAPHIC SEGMENT INFORMATION

General  Semiconductor  is engaged in one industry  segment,  specifically,  the
design,  manufacture and sale of power  management  semiconductors.  The Company
manages its business on a geographic basis. Summarized financial information for
the  Company's  reportable  geographic  segments is presented  in the  following
table.  The accounting  policies of the segments are the same as those described
in the summary of significant accounting policies in the Company's Annual Report
on Form 10K for the year  ended  December  31,  2000.  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>
<S>                          <C>         <C>         <C>          <C>       <C>           <C>

                             United
                             States      Europe      Far East     China     Corporate     Consolidated
                             ------      ------      --------     -----     ---------     ------------
Three months ended
March 31, 2001:
Net sales (a) ............. $48,032     $38,535      $15,390      $    51   $       -       $102,008
Intercompany transfers.....  33,284      36,931       34,709        9,865    (114,789)             -
                            -------     -------      -------      -------   ---------       --------
  Net sales................  81,316      75,466       50,099        9,916    (114,789)       102,008
                            =======     =======      =======      =======   =========       ========

Interest income............       -          20           45            2          15             82
Interest expense...........       -           2           17            -       4,037          4,056
Depreciation and
  amortization expense.....   2,912       1,927        2,702          634           -          8,175
Earnings(loss)before
  provision for
  income taxes.............  (9,998)      2,009        1,011          397           -         (6,581)
Income tax (benefit)
 expense................... $(3,342)    $ 1,266      $    39      $    63   $       -       $ (1,974)


Three months ended
March 31, 2000:
Net sales (a).............. $61,920     $35,682      $17,368      $     -   $       -       $114,970
Intercompany transfers.....  35,816      42,011       40,244       13,172    (131,243)             -
                            -------     -------      -------      -------   ----------      --------
  Net sales................  97,736      77,693       57,612       13,172    (131,243)      $114,970
                            =======     =======      =======      =======   ==========      ========

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


</TABLE>

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

                              Three Months Ended March 31,
                                 2001                2000
                                 ----                ----

         Taiwan                $13,376             $16,787
         China                   9,881              10,146
                               -------             -------
                               $23,257             $26,933
                               =======             =======

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

                               Three Months Ended March 31,
                                 2001                2000
                                 ----                ----

         France                $ 3,205             $ 3,122
         Germany                16,895              15,332
         Italy                   4,206               3,882
         U.K.                    4,662               4,698
         Other                   9,567               8,648
                               -------             -------
                               $38,535             $35,682
                               =======             =======
<PAGE>

8.       DERIVATIVE INSTRUMENTS

Effective January 1, 2001, the Company adopted Statement of Financial Accounting
Standards  ("SFAS") No. 133 "Accounting  for Derivative  Instruments and Hedging
Activities"   which  was   subsequently   amended  by  SFAS  Nos.  137  and  138
(collectively  "SFAS  133").  SFAS  133  establishes  accounting  and  reporting
standards for derivative instruments,  including certain derivatives embedded in
other  contracts,  and hedging  activities and requires the Company to recognize
all derivative  instruments  as either assets or  liabilities  and measure those
instruments at fair value. Changes in fair values are required to be reported in
earnings or other  comprehensive  income  depending on the use of the derivative
and whether it qualifies for hedge accounting.  The adoption of SFAS 133 did not
have a significant  impact on the financial  position,  results of operations or
cash flows of the Company.



<PAGE>


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


The following  Management's  Discussion and Analysis  pertains to the continuing
operations of General Semiconductor, Inc., unless otherwise noted, and describes
changes in the Company's financial condition since December 31, 2000.

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

                                                    Three Months
                                                   Ended March 31,
                                                  2001         2000
                                                  ----         ----

Net sales................................        100.0%       100.0%
Cost of sales............................         73.7         70.0
                                                 ------       ------
Gross profit.............................         26.3         30.0
Selling, general and administrative......         12.5         11.0
Research and development.................          2.5          1.5
Amortization of excess of cost over
  fair value of net assets acquired......          1.3          1.1
Restructuring............................          8.7            -
Asset impairment.........................          4.0            -
                                                 ------       ------
Operating(loss) income...................         (2.7)        16.4
Other income.............................            -            -
Interest expense - net...................          3.8          4.6
                                                 -------      ------
Income(loss) before income taxes.........         (6.5)        11.8
Provision for income taxes...............          2.0          3.5
                                                 -------      ------
Net income(loss).........................         (4.5)%        8.3%
                                                 =======      ======


ADJUSTED EBITDA
---------------

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

Adjusted  EBITDA is calculated by adding to EBITDA certain items of expense that
the  Company  believes  are  neither  likely to recur nor  indicative  of future
performance, consisting of pre-tax charges of $12.9 million incurred in 2001 for
the restructuring and asset impairment.

                                                Three Months Ended March 31,
                                                    2001           2000
                                                    ----           ----

Net income(loss)......................           $(4,607)         $ 9,534
Interest..............................             3,974            5,305
Taxes.................................            (1,974)           4,086
Depreciation and amortization(1)......             7,719            6,951
                                                 -------          -------
EBITDA................................             5,112           25,876
Restructuring and asset impairment....            12,948                -
                                                 -------          -------
Adjusted EBITDA.......................           $18,060          $25,876
                                                 =======          =======

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


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


NET SALES
---------

Net sales of $102.0  million for the three months ended March 31, 2001 decreased
$13.0  million from $115.0  million for the  comparable  prior year period.  The
11.3%  decrease  is  primarily  due  to a  6.5%  decrease  in  unit  volume,  an
approximate  1.5%  decline in average  selling  prices and a 3.2% decline due to
unfavorable   foreign   exchange   fluctuations   in   Europe.   Geographically,
approximately  38% of net  sales  were  generated  from each of the  Europe  and
Asia/Pacific regions and 24% from North America for the three months ended March
31, 2001  compared with  approximately  30% for each of Europe and North America
and 40% in Asia/Pacific for the corresponding prior year period.


COST OF SALES
-------------

Cost of sales  for the  three  months  ended  March  31,  2001 of $75.2  million
decreased  $5.2  million  from $80.4  million for the  corresponding  prior year
period.  The 6.5% decrease is principally due to a decrease in unit volume sales
coupled with cost controls, including reduced variable compensation costs.

Accordingly,  gross margin for the three months ended March 31, 2001  represents
26.3% of net sales compared with 30.0% in the comparable prior year period.  The
decrease  relates to reduced capacity  utilization and factory  absorption and a
decline in worldwide average selling prices.


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

Selling,  general and  administrative  expenses  of $12.7  million for the three
months  ended March 31, 2001  remained  stable  with the  comparable  prior year
period due to cost  containment  initiatives  during  the  current  slowdown  in
demand.  As a  percentage  of net sales,  selling,  general  and  administrative
expenses have  increased to 12.5% for the three months ended March 31, 2001 from
11.0% in the comparable prior year period due to lower revenues.


RESEARCH AND DEVELOPMENT EXPENSES
---------------------------------

Research and development spending reflects the modification of existing products
as well as the continued  development of new products.  Research and development
expenses of $2.6  million for the three  months  ended March 31, 2001  increased
$0.9 million from $1.7 million for the comparable  prior year period.  The 53.0%
increase is due to costs incurred related to the introduction of new products in
the power  conditioning  and  protection  portfolios,  expansion  of the  MOSFET
offerings and the  development of power  management  products  including  analog
Integrated  Circuits  ("I/C's").  As a  percentage  of net sales,  research  and
development  expenses  represent  2.5% for the three months ended March 31, 2001
compared   with  1.5%  for  the   comparable   prior  year  period  due  to  the
proportionately higher increase in spending.


RESTRUCTURING AND ASSET IMPAIRMENT
----------------------------------

On February 7, 2001 the Company  announced a  comprehensive  restructuring  plan
designed to reduce costs and better align the  manufacturing  infrastructure  to
new  product   technologies  and  overall   near-term   reduced   volumes.   The
restructuring  program  and asset  impairment  responds  to today's  dynamic and
rapidly  changing  business  environment  characterized  by a severe  decline in
demand for certain products and an increasingly  competitive price  environment.
As a  result,  we were  required  to  outsource  manufacturing  of  lower-margin
products thereby creating a decline in machinery utilization and, in some cases,
obsolescence.

Restructuring  charges recorded in the three months ended March 31, 2001 of $8.9
million  primarily  related to employee  separation  and  related  costs of $7.2
million  and  facility  and  other  incremental  costs  of $1.7  million.  Asset
impairment  charges  totaled $4.0 million.  This program is expected to generate
annual savings of approximately  $7.0 million beginning in the second quarter of
2001.


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

Net interest expense  decreased to $4.0 million for the three months ended March
31, 2001 from $5.3 million for the  corresponding  prior year  period.  The $1.3
million decrease relates to a lower average debt balance outstanding and reduced
borrowing rate on floating rate debt.


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

The  provision for income taxes is computed  utilizing  the  Company's  expected
annual effective income tax rate. The Company's effective tax rate for the three
months ended March 31, 2001 remained  stable at 30.0%, in comparison to the rate
for the corresponding prior year period.


ADJUSTED EBITDA
---------------

The $7.8  million  decrease in adjusted  EBITDA for the three months ended March
31, 2001 compared with the  corresponding  prior year period is due primarily to
decreased volume, reduced factory utilization and lower average selling prices.


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

Working capital at March 31, 2001 was $49.9 million compared to $50.1 million at
December  31,  2000.  The  working  capital  decrease of $0.2  million  resulted
primarily from  decreases in accounts  receivable  and prepaid  expenses  partly
offset by a decrease in accrued  expenses and income taxes payable.  The current
ratio  is 1.55 to 1 at  March  31,  2001 compared  with a ratio  of 1.50 to 1 at
December 31, 2000.

During the three months ended March 31, 2001 the Company invested  approximately
$11.7 million in property,  plant and  equipment  compared with $6.8 million for
the corresponding prior year period. The Company currently plans to invest up to
$45.0  million in capital  expenditures  for the year ended  December  31,  2001
principally for certain new products  automation  capacity increases  (primarily
for  power  management  and  conditioning   products)  and  quality  and  system
enhancements.

In December 1999, the Company  issued $172.5 million  principal  amount of 5.75%
convertible  subordinated notes (the "Convertible Notes") due December 15, 2006.
Interest  on the  Convertible  Notes  is  payable  semi-annually  on June 15 and
December 15 of each year,  commencing in June 2000.  The  Convertible  Notes are
convertible  into 11.1 million  shares of the  Company's  common  stock,  at the
option of the holder, at a conversion price of $15.55 per share. The Convertible
Notes are redeemable at the Company's  option,  in whole or in part, at any time
on or after  December  15, 2002 at a premium of 103.286% of par value  declining
annually to 100.821% at December 15, 2005 and thereafter.  The Convertible Notes
are subordinated to the Company's existing and future senior indebtedness ($50.0
million at March 31, 2001) and to certain  existing and future trade payable and
other liabilities of certain of our subsidiaries (approximately $82.6 million at
March 31, 2001). The holders of the Convertible Notes may require the Company to
repurchase the notes at par value, plus interest and liquidated damages, if any,
upon a change in control of the Company.  Proceeds  from the  Convertible  Notes
were used to repay outstanding  indebtedness under the Company's credit facility
described below.

In July 1997,  the  Company  entered  into a bank  credit  agreement,  which was
amended in December  1998 and in June 1999 (as  amended the "Credit  Agreement")
which  provides for a $350.0  million  secured  revolving  credit  facility that
matures on December 31, 2002. In December 1999, the commitment  amount under the
Credit  Agreement  was  permanently  reduced by $86.3  million (50% of the gross
proceeds from issuance of the Convertible  Notes) to $263.8 million.  The Credit
Agreement  requires the Company to pay a facility  fee on the total  commitment.
The Credit  Agreement  permits the Company to choose  between two interest  rate
options:  the  Adjusted  Base Rate (as  defined in the Credit  Agreement),  or a
Eurodollar  rate (LIBOR) plus a margin which varies based on the Company's ratio
of  indebtedness  to  earnings  before   interest,   taxes,   depreciation   and
amortization  as defined in the Credit  Agreement.  The facility fee also varies
based on that ratio.  The Company is also able to set interest  rates  through a
competitive bid procedure. The Credit Agreement contains financial and operating
covenants,  including  limitations  on  guarantee  obligations,  liens,  sale of
assets, indebtedness,  investments,  capital expenditures,  payment of dividends
and leases,  and  requires  the  maintenance  of certain  financial  ratios.  In
addition,  certain  changes in control of the  Company  would  cause an event of
default under the Credit  Agreement.  The December 1998 and June 1999 amendments
revised  certain  covenant  compliance  calculations to provide the Company with
greater  flexibility.  As required by the Credit Agreement,  the Company entered
into  a  guarantee  and   collateral   agreement  in  August  1999  under  which
substantially  all of the domestic  assets and a portion of the capital stock of
its foreign  subsidiaries were pledged as security to the lenders.  At March 31,
2001 and December 31, 2000, the Company was in compliance  with all such amended
covenants.

The weighted average  interest rate on the Company's  long-term debt as of March
31, 2001 and 2000 was 6.3% and 6.7%, respectively.

At March 31, 2001 there were $11.0 million of letters of credit outstanding that
reduce the amount that can be  borrowed  against the  Company's  $263.8  million
credit facility.

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


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

A new European  currency  ("Euro") was introduced in January 1999 to replace the
separate  currencies of eleven  individual  countries.  The Company will need to
modify its  payroll,  benefits  and  pension  systems,  and  internal  financial
reporting  systems  to be  able to  process  transactions  in the new  currency.
Necessary modifications to contracts with suppliers and customers are being made
on an ongoing basis to reflect the new Euro currency. 2001 is the last year of a
three-year  transition  period during which  transactions may be made in the old
currencies,  it is the  Company's  intention  to have  the  necessary  solutions
developed and  implemented by January 1, 2002.  This may require a dual currency
process  until  the  conversion  is  complete.  The cost of this  effort  is not
expected  to be  material  and will be  expensed  as  incurred.  There can be no
assurance, however, that all problems will be foreseen and corrected, or that no
material disruption of the Company's business will occur. Currently, the Company
has not  experienced  any  material  negative  impact to date as a result of the
introduction of the Euro.


FORWARD LOOKING STATEMENTS
--------------------------

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for  forward  looking  statements.  The  Company's  Form 10-K for the year ended
December 31, 2000,  the Company's 2000 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 5.   Other Information

          On April 2,  2001  Vishay  Intertechnology,  Inc.  ("Vishay")  made an
          unsolicited  conditional  proposal to acquire  the Company  through an
          exchange of 0.5 new shares of Vishay common stock for each outstanding
          share of the Company's  common  stock.  On April 18, 2001 the Board of
          Directors  of  the  Company  unanimously  determined,   after  careful
          consideration, that Vishay's proposal was not in the best interests of
          the Company, its stockholders, employees and other constituencies.

          On April 24,  2001 Vishay made its  unsolicited  conditional  proposal
          again and on April 25, 2001,  the Company  responded that the Board of
          Directors saw no reason to reconsider its  determination to reject the
          proposal.


Item 6.   Exhibits

          (a)    Exhibits

                 10.8.2+    Second  Amendment  to the  General  Semiconductor,
                            Inc.  Amended  and  Restated  1993 Long-Term
                            Incentive Plan, dated as of February 22, 2001.
                 10.9.1+    First  Amendment  to  the  General  Semiconductor,
                            Inc. Amended and Restated 1998 Long-Term Incentive
                            Plan, dated as of February 22, 2001.
                 10.20+     Supplemental Executive Retirement Agreement
                            between General Semiconductor, Inc.and Vincent
                            Guercio, dated April 24, 2001.
                 99         Forward Looking Information


          (b)    Reports on Form 8-K

                 1) The Company filed a Form 8-K with the SEC, dated February 8,
                    2001, to report under Item 5 of that Form that a press
                    release was issued on February 8, 2001 announcing earnings
                    for the year ended December 31, 2000.  A copy of the press
                    release was filed as an exhibit to the Form 8-K.
                 2) The Company filed a Form 8-K with the SEC, dated March 12,
                    2001, to report under Item 9 of that Form that a press
                    release was issued on March 12, 2001 announcing updated
                    earnings estimates for the quarter ended March 31, 2001.
                    A copy of the press release was filed as an exhibit to the
                    Form 8-K.

                _______________________________
                +  Management compensation.


<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 1, 2001                /s/Robert J. Gange
-----------                ------------------
Date                       Robert J. Gange
                           Senior Vice President and Chief Financial Officer
                           Signing both in his capacity as Senior Vice President
                           on behalf of the Registrant and as Chief
                           Financial Officer of the Registrant
<PAGE>

                                                                EXHIBIT 10.8.2

                                 FIRST AMENDMENT
                                     TO THE
                           GENERAL SEMICONDUCTOR, INC.
                              AMENDED AND RESTATED
                          1998 LONG-TERM INCENTIVE PLAN

     The  General  Semiconductor,  Inc.  Amended  and  Restated  1998  Long-Term
Incentive Plan is hereby amended as follows, effective February 22, 2001:

         A new Schedule B is added to read as follows:

                                       I.

                                   Schedule B

                         EARLY RETIREMENT WINDOW BENEFIT
                                FOR EMPLOYEES OF
                      GENRAL SEMICONDUCTOR OF TAIWAN, LTD.

          Notwithstanding  any provision of this Plan or any duly executed stock
     option agreement to the contrary,  any GST Window-Eligible  Participant (as
     defined in Item 1 below) who (i) makes a proper  "Early  Retirement  Window
     Election"  (as  defined in Item 2 below)  during the period  commencing  on
     February 22, 2001 and ending on March 8, 2001,  and (ii) has a  Termination
     of Employment on his  "Designated  Termination  Date" (as defined in Item 3
     below), shall be entitled to receive benefits described in Item 4 below.

          1. "GST Window-Eligible Participant" means a person who is a full-time
     employee of General  Semiconductor of Taiwan,  Ltd. ("GST") on February 21,
     2001 provided that he (i) is eligible to receive a retirement benefit under
     the General  Semiconductor  of Taiwan,  Ltd. Pension Plan on his Designated
     Termination Date, (ii) terminated employment with GST on March 31, 1997 and
     was  rehired  by GST on March  31,  1997,  or (iii) is  selected  by GST to
     receive an early retirement payment.

          2. Early  Retirement  Window  Election.  An "Early  Retirement  Window
     Election" means a written election by a GST Window-Eligible Participant, on
     a form  provided  by the  GST,  to  terminate  employment  with  GST on the
     Designated  Termination  Date. The Early Retirement Window Election must be
     received by the GST Human Resources Department no later than March 8, 2001.
     An Early Retirement Window Election shall be irrevocable.

          3. Designated Termination Date. The "Designated Termination Date" of a
     GST  Window-Eligible  Participant who has made an Early  Retirement  Window
     Election  shall be the date,  as  determined  by the  Employer  in its sole
     discretion,  on  which  the GST  Window-Eligible  Participant  must  have a
     Termination  of  Employment  in order to receive the benefits  described in
     Item  4  below.   Notwithstanding  the  foregoing,  a  GST  Window-Eligible
     Participant's  Designated  Termination Date shall not be earlier than March
     9, 2001 and shall not be later than July 1, 2001.

          4. Continued Plan Participation. (i) A GST Window-Eligible Participant
     to whom stock  options were granted under the General  Semiconductor,  Inc.
     Amended and Restated 1998  Long-Term  Incentive  Plan who properly makes an
     Early Retirement Window Election and has a Termination of Employment on his
     Designated  Termination  Date  ("ERP  Participant")  may at any  time on or
     before the third anniversary of his Designated  Termination Date,  exercise
     his  outstanding  options to the extent,  but only to the extent,  that the
     stock options or portions thereof are exercisable. (ii) Each grant of stock
     options to an ERP  Participant  shall  continue  to become  exercisable  in
     accordance with the terms of the agreement granting the stock options as if
     such person  continued  to be  employed  by the  Company  through the third
     anniversary of his Designated Termination Date.

          5.  Cancellation  of Stock Options.  If an ERP Participant (i) becomes
     employed by,  consults  with,  or renders  services  for any  semiconductor
     manufacturer,  distributor,  or  other  business  in  competition  with the
     Company,  or otherwise competes directly or indirectly with the Company, or
     (ii) discloses,  without prior written  authorization  by the Company,  any
     Confidential   Information,   as   defined   in  the   Company's   Employee
     Confidentiality and Assignment of Inventions Agreement, during the extended
     period  to  exercise  stock  options  provided  under  Item  4  above,  the
     Committee,  in its  sole  discretion,  may  cancel  the  outstanding  stock
     options, whether exercisable or not exercisable, of such ERP Participant.
<PAGE>

                                       II.

               Except as amended herein, the Plan shall remain in full force and
          effect.

               IN WITNESS WHEREOF,  General  Semiconductor,  Inc. has cause this
          amendment to executed this 23rd day of April, 2001.



                                                     GENERAL SEMICONDUCTOR, INC.



                                                     By: /s/ Ronald A. Ostertag
                                                     --------------------------
                                                     Ronald A. Ostertag
                                                     Chief Executive Officer
<PAGE>


                                                                EXHIBIT 10.9.1


                                SECOND AMENDMENT
                                     TO THE
                           GENERAL SEMICONDUCTOR, INC.
                              AMENDED AND RESTATED
                          1993 LONG-TERM INCENTIVE PLAN

               The  General  Semiconductor,   Inc.  Amended  and  Restated  1993
          Long-Term  Incentive  Plan is hereby  amended  as  follows,  effective
          February 22, 2001:

         A new Schedule B is added to read as follows:

                                       I.

                                   Schedule B

                         EARLY RETIREMENT WINDOW BENEFIT
                                FOR EMPLOYEES OF
                      GENRAL SEMICONDUCTOR OF TAIWAN, LTD.

                    Notwithstanding  any  provision  of this  Plan  or any  duly
               executed  stock  option  agreement  to  the  contrary,   any  GST
               Window-Eligible  Participant (as defined in Item 1 below) who (i)
               makes a proper "Early  Retirement Window Election" (as defined in
               Item 2 below)  during the period  commencing on February 22, 2001
               and  ending  on March 8,  2001,  and  (ii) has a  Termination  of
               Employment on his  "Designated  Termination  Date" (as defined in
               Item 3 below), shall be entitled to receive benefits described in
               Item 4 below.

                    1. "GST Window-Eligible Participant" means a person who is a
               full-time  employee  of General  Semiconductor  of  Taiwan,  Ltd.
               ("GST") on February 21, 2001  provided that he (i) is eligible to
               receive a retirement  benefit under the General  Semiconductor of
               Taiwan,  Ltd.  Pension Plan on his Designated  Termination  Date,
               (ii)  terminated  employment  with GST on March 31,  1997 and was
               rehired by GST on March 31, 1997,  or (iii) is selected by GST to
               receive an early retirement payment.

                    2. Early Retirement  Window Election.  An "Early  Retirement
               Window   Election"   means   a   written   election   by  a   GST
               Window-Eligible  Participant,  on a form  provided by the GST, to
               terminate employment with GST on the Designated Termination Date.
               The Early Retirement  Window Election must be received by the GST
               Human Resources  Department no later than March 8, 2001. An Early
               Retirement Window Election shall be irrevocable.

                    3. Designated Termination Date. The "Designated  Termination
               Date" of a GST Window-Eligible  Participant who has made an Early
               Retirement  Window  Election  shall be the date, as determined by
               the   Employer  in  its  sole   discretion,   on  which  the  GST
               Window-Eligible Participant must have a Termination of Employment
               in order  to  receive  the  benefits  described  in Item 4 below.
               Notwithstanding    the   foregoing,    a   GST    Window-Eligible
               Participant's  Designated  Termination  Date shall not be earlier
               than March 9, 2001 and shall not be later than July 1, 2001.

                    4. Continued Plan  Participation.  (i) A GST Window-Eligible
               Participant  to whom stock options were granted under the General
               Semiconductor, Inc. Amended and Restated 1993 Long-Term Incentive
               Plan who properly makes an Early  Retirement  Window Election and
               has a Termination  of Employment  on his  Designated  Termination
               Date ("ERP  Participant")  may at any time on or before the third
               anniversary  of his  Designated  Termination  Date,  exercise his
               outstanding  options to the extent, but only to the extent,  that
               the stock options or portions thereof are exercisable.  (ii) Each
               grant of stock options to a person whose period to exercise stock
               options is extended by the preceding  sentence  shall continue to
               become  exercisable in accordance with the terms of the agreement
               granting  the stock  options as if such  person  continued  to be
               employed by the  Company  through  the third  anniversary  of his
               Designated Termination Date.

                    5. Cancellation of Stock Options.  If an ERP Participant (i)
               becomes  employed by, consults with, or renders  services for any
               semiconductor  manufacturer,  distributor,  or other  business in
               competition with the Company,  or otherwise  competes directly or
               indirectly  with the Company,  or (ii)  discloses,  without prior
               written   authorization   by  the   Company,   any   Confidential
               Information, as defined in the Company's Employee Confidentiality
               and  Assignment  of  Inventions  Agreement,  during the  extended
               period to exercise  stock options  provided  under Item 4 above ,
               the Committee, in its sole discretion, may cancel the outstanding
               stock options,  whether  exercisable or not exercisable,  of such
               ERP Participant.


                                       II.

                    Except as  amended  herein,  the Plan  shall  remain in full
               force and effect.

                    IN WITNESS WHEREOF,  General  Semiconductor,  Inc. has cause
               this amendment to executed this 23rd of April, 2001.



                                                     GENERAL SEMICONDUCTOR, INC.



                                                     By: /s/ Ronald A. Ostertag
                                                         ----------------------
                                                         Ronald A. Ostertag
                                                         Chief Executive Officer



<PAGE>

                                                               EXHIBIT 10.20


General Semiconductor, Inc.
10 Melville Park Road
Melville, NY 11747


April 24, 2001

Mr. Vincent Guercio
139 Sunken Meadow Road
Fort Salonga, NY 11768

Re:  Deferral of SERP Benefit
     ------------------------

Dear Mr. Guercio:

     This letter  constitutes  the agreement (the  "Agreement")  between General
Semiconductor, Inc. (the "Company") and you covering the deferral of the payment
of benefits to you under the General Semiconductor,  Inc. Supplemental Executive
Retirement Program (the "SERP").

1. Your have elected to  participate  in the General  Semiconductor,  Inc. Early
Retirement Program (the "ERP") and will retire on April 30, 2001.

2. As a participant in the ERP you are eligible to receive  payment of your SERP
benefit in an actuarial equivalent lump sum as of May 1, 2001.

3. You have  irrevocably  elected to defer receipt of the  actuarial  equivalent
lump sum to which  you are  entitled  under  the SERP  until  January  1,  2004,
("Distribution Date") subject to the terms of the Agreement.

4.  As of May 1,  2001,  the  Company  will  credit  to a book  reserve  account
established for this purpose (the "Account") the amount of $98,261.60, which you
agree is at least equal to the actuarial  equivalent  present value of your SERP
benefit  enhance by the ERP payable as of the date  payment on which the benefit
would otherwise commence payment.  The establishment of the Account extinguishes
your rights under the SERP.

5. As of the last day of each  calendar  quarter  (the  "Valuation  Date"),  the
Company  shall  also  credit  the  Account  with  interest  at 5.80% per  annum,
compounded  quarterly.  The value of the Account as of any date shall consist of
the value of the Account as of the immediately preceding Valuation Date, reduced
by the amount of any  distributions  made from the Account  since the  preceding
Valuation  Date,  plus interest  credited  since the preceding  Valuation  Date.
Interest shall be credited on the balance of the Account on each Valuation Date.
The crediting of interest under this Paragraph 5 shall continue so long as there
is an amount credited to the Account.

6. You will be 100% vested in the Account at all times.

7. The Account will be distributed to you in cash commencing  within thirty (30)
days following the Distribution  Date. Such distribution will be made in two (2)
annual  installments.  You may change your  election as to the timing or form of
distribution  of your vested Account at any time in writing to the Company,  but
not less than twelve (12) months prior to the Distribution Date.

8. In the event of your death after  distribution  under  Paragraph 6 has begun,
any amounts  remaining to be distributed shall be distributed to your designated
beneficiary in the same manner as distributions  were being made to you prior to
your death. In the event of your death prior to the Distribution  Date,  payment
of your Account shall be made in two (2) annual  installments  commencing within
thirty (30) days after your death to your designated beneficiary.

9. You have the right,  at any time, to submit a written  designation of primary
and secondary  beneficiaries  to whom payment under this Agreement shall be made
in the event of your death prior to complete  distribution  of the  benefits due
and payable to you under this  Agreement.  Each  beneficiary  designation  shall
become  effective  only if received by the Company  prior to your death.  In the
event  you  fail to make a  beneficiary  designation  in  accordance  with  this
paragraph,  or  if no  designated  beneficiary  survives  you,  your  designated
beneficiary  shall be  deemed  to be your  surviving  spouse,  or if there is no
surviving spouse, the personal representative of your estate.

10. In the event of an  unforeseeable  emergency,  the Company,  in its sole and
absolute  discretion  and upon your written  application,  may direct  immediate
commencement  of payment of all or a portion of the amount then credited to your
Account. For this purpose, the term "unforeseeable  emergency" shall mean severe
financial  hardship to you  resulting  from a sudden and  unexpected  illness or
accident of you or of your dependent,  loss of your property due to casualty, or
other similar extraordinary and unforeseeable  circumstances arising as a result
of events  beyond  your  control.  The  circumstances  that will  constitute  an
unforeseeable  emergency will be determined in the sole and absolute  discretion
of the  Company.  The  Company  shall not permit  withdrawal  for  unforeseeable
emergencies  to the extent  that such  hardship  is or may be  relieved  through
reimbursement  or  compensation  by insurance or otherwise or by  liquidation of
your assets, to the extent the liquidation of such assets would not itself cause
severe  financial  hardship.  The Company  shall permit  withdrawals  of amounts
because of an unforeseeable  emergency only to the extent  reasonably  needed to
satisfy the emergency need.

11. Amounts payable to you hereunder shall be paid directly by the Company.  The
Company shall not be required to fund, or otherwise  segregate assets to be used
for payment of your Account.  To the extent the Company does, in its discretion,
purchase or hold any assets to satisfy its  obligation to you, such shall remain
the  sole  property  of the  Company,  subject  to  the  claims  of its  general
creditors,  and shall not be deemed to form part of the Account. Neither you nor
your legal  representative  or any beneficiary  designated by you shall have any
right,  other than the rights of an  unsecured  general  creditor,  against  the
Company in respect to any portion of the Account. Notwithstanding the foregoing,
the Company may maintain one or more grantor trusts  ("Trust") to hold assets to
be used for  payment  of your  Account.  The  assets of the Trust  shall  remain
subject to the claims of the  Company's  general  creditors.  Any  payments by a
Trust of amounts due to you under this Agreement shall be considered  payment by
the Company and shall discharge the Company of any further  liability  hereunder
for such payments.

12. Except as to  withholding  of any tax under the laws of the United States or
any state or  locality,  neither  your Account nor any rights you may have under
this Agreement or the SERP shall be subject in any manner to  alienation,  sale,
transfer, assignment, pledge, attachment, or other legal process, or encumbrance
of any  kind.  Any  attempt  to  alienate,  sell,  transfer,  assign,  pledge or
otherwise encumber your Account, whether currently payable or not, shall be void

13.  The  Company  shall  have the  right to make  such  provisions  as it deems
necessary  or  appropriate  to satisfy any  obligations  it may have to withhold
federal, state or local income or other taxes in connection with payment of your
Account,  including  but not limited to  withholding  such  amounts from amounts
otherwise  distributable to you or from any other sums due or to become due from
the Company to you.

14. The Chief  Executive  Officer of the  Company  shall have the full power and
authority  to  interpret,  construe,  and  administer  this  Agreement  and such
interpretations  and  constructions,   and  actions  thereunder,  including  any
valuation of the Account, shall be binding and conclusive on all persons for all
purposes.

15. Any controversy or claim arising out of or relating to this contract, or the
breach  thereof,  shall be settled by arbitration  administered  by the American
Arbitration Association in accordance with its Commercial Arbitration Rules, and
judgment  upon the award  rendered  by the  arbitrator(s)  may be entered by any
court having jurisdiction thereof.

16.  This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
Company,  its  successors  and  assigns,  and you  and  your  heirs,  executors,
administrators, and legal representatives.

17. This  Agreement  shall be construed in  accordance  with and governed by the
laws of the  State  of New  York,  excluding  the  conflict  of laws  principles
thereof.


This Agreement is executed on April 24, 2001
                              --------------
                                                General Semiconductor, Inc.

                                                By:  /s/ Ronald A. Ostertag
                                                     ----------------------
                                                Title:  Chief Executive Officer
                                                        -----------------------
Agreed to and Accepted by:


/s/ Vincent Guercio                             Date:  April 24, 2001
-------------------                                    --------------


<PAGE>

                                                                  EXHIBIT 99


                          GENERAL SEMICONDUCTOR, INC.
                           FORWARD LOOKING INFORMATION


The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for forward  looking  statements.  Our Form 10-K for the year ended December 31,
2000, our 2000 Annual Report to Stockholders, any Form 10-Q or Form 8-K of ours,
or any  other  oral or  written  statements  made  by or on  behalf  of  General
Semiconductor,  may include forward looking statements which reflect our 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.  We  undertake  no
obligation to publicly update or revise any forward looking statements,  whether
as a result of new information, future events or otherwise.

Our actual  results  may differ  significantly  from the  results  discussed  in
forward-looking statements.  Factors that might cause such a difference include,
but are not limited  to, (a) the general  political,  economic  and  competitive
conditions  in the United  States,  Taiwan  (Republic  of China),  the  People's
Republic of China, Ireland,  Germany, France and other markets where we operate;
(b) changes in capital availability or costs, such as changes in interest rates,
market perceptions of the industry in which we operate, or security ratings; (c)
uncertainties relating to customer plans and commitments, including the cyclical
nature of our  business;  (d)  employee  workforce  factors;  (e)  authoritative
generally   accepted   accounting   principles  or  policy   changes  from  such
standard-setting  bodies as the  Financial  Accounting  Standards  Board and the
Securities and Exchange Commission and the factors set forth below.

Our  substantial  indebtedness  could  restrict our  operations and make us more
vulnerable to adverse economic conditions.

We have  had and will  continue  to have a  substantial  amount  of  outstanding
indebtedness with significant debt service  requirements.  In the future, we may
incur additional indebtedness.

Our   substantial   current  and  future   indebtedness   could  have  important
consequences. For example, it could:

o   impair our ability to obtain additional financing in the future;

o   reduce  funds  available  to us for other  purposes,  including  working
    capital,  capital  expenditures, research and development, strategic
    acquisitions and other general corporate purposes;

o   restrict our ability to introduce new products or exploit business
    opportunities;

o   increase our vulnerability to economic downturns and competitive pressures
    in the industry in which we operate;

o   increase our  vulnerability  to interest  rate  increases to the extent debt
    under our credit facility is not hedged because the interest rates under our
    credit facility are variable;

o   limit our ability to dispose of assets;

o   make it more difficult for us to satisfy our obligations with respect to the
    notes; and

o   place us at a competitive disadvantage.



<PAGE>


We will require a significant amount of cash to service our debt. Our ability to
generate cash depends upon many factors beyond our control.

We will require a significant  amount of cash to service our indebtedness and to
fund our operations.  Based on our current level of operations,  we believe that
our cash flow from  operations  and our available  financing will be adequate to
meet our anticipated  requirements  for operating our business and servicing our
debt. Our ability to generate cash depends upon, among other things,  our future
operating performance. To a large extent, this depends upon economic, financial,
competitive  and other factors beyond our control.  If we cannot generate enough
cash from  operations  to make  payments  on our  indebtedness,  we will need to
refinance  our  indebtedness,  obtain  additional  financing or sell assets.  We
cannot  assure  you that we would be able to do so or do so  without  additional
expense.

We operate in an industry that has  experienced  unusually large price declines,
in the past,  and future  pricing  declines may  adversely  affect our business,
results of operations and liquidity.

The Company competes in the semiconductor industry,  which historically has been
characterized  by  cyclical  market  patterns,  price  erosion  and  periods  of
mismatched supply and demand. This industry has experienced significant economic
downturns at various  times in the past,  characterized  by excess  capacity and
accelerated  erosion of prices.  During this period,  our production  facilities
were  underutilized.  The  underutilization  of our  facilities  for an extended
period in the  future  could  result in  production  inefficiencies  and cause a
reduction  in our  operating  margins.  While  pricing is  currently  relatively
stable,  we cannot assure you that our industry will not experience future price
declines which could have a material adverse effect on our business,  results of
operations and liquidity.

Our  revenue  stream is  becoming  more  highly  dependent  upon the  timely and
successful introduction of new products.

While the Company is currently  actively engaged in the research and development
of new products and  technologies  there can be no assurance  that the Company's
research and development efforts will lead to the successful introduction of new
or improved  products or that the Company will not encounter  delays or problems
in connection therewith.  New products may take longer to develop, or have fewer
features than  originally  considered  desirable  and could achieve  higher cost
targets than initially estimated. Moreover, there can be no assurance that there
will not be delays in commencing volume production of such products or that such
products  will  ultimately  be  commercially  successful.   Such  delays  and/or
deficiencies  in  development  manufacturing,  delivery  of or  demand  for  new
products or  realization  of higher cost targets could have an adverse affect on
the Company's business, operating results or financial condition.

We  face  significant  competition  in  the  power  management  segment  of  the
semiconductor industry, which may
adversely affect us.

We are subject to competition from a substantial  number of foreign and domestic
companies, some of which have greater financial, engineering,  manufacturing and
other resources, or offer a broader product line than we do. Our competitors can
be expected to continue to improve the design and  performance of their products
and  to  introduce  new  products  with   competitive   price  and   performance
characteristics.  Although we believe that we enjoy  certain  technological  and
other advantages over our competitors, realizing and maintaining such advantages
will  require   continued   investment  by  us  in  engineering,   research  and
development,  marketing and customer  service and support.  We cannot assure you
that we will have sufficient  resources to continue to make such  investments or
that we will be successful in maintaining our advantages.

Our  business is subject to the economic and  political  risks of operating  our
facilities and selling our products in foreign countries.

Almost all of our products are  manufactured or assembled in Taiwan (Republic of
China),  the  People's  Republic of China,  Ireland,  Germany and France.  These
foreign  operations  are subject to the risks  inherent in situating  operations
abroad,  including risks with respect to currency  exchange rates,  economic and
political   destabilization,   restrictive   actions  by  foreign   governments,
nationalizations, natural events such as severe weather, floods and earthquakes,
the laws and policies of the United States affecting trade,  foreign  investment
and loans, and foreign tax laws. Our cost-competitive  status could be adversely
affected if, relative to our competitors, we experience unfavorable movements in
foreign currency exchange rates.

In  addition,   international   sales  of  our  products   generally   represent
approximately  70% of our annual sales. Our financial  performance in the future
may be adversely affected by international economic conditions.

We may not be able to successfully make acquisitions.

As part of our business strategy, we intend to make acquisitions.  We may not be
able to complete any acquisition in the future or identify those candidates that
would result in a  successful  transaction.  In addition,  we may not be able to
complete  future  acquisitions  at  acceptable  prices and terms,  and increased
competition  for  acquisition  candidates  could  result  in  fewer  acquisition
opportunities and higher acquisition prices. The magnitude, timing and nature of
future acquisitions will depend upon various factors, including:

o   the availability of suitable acquisition candidates;

o   competition with others for suitable acquisitions;

o   the negotiation of acceptable terms;

o   our access to capital;

o   the availability of skilled employees to manage and operate the acquired
    companies; and

o   general economic and business conditions.

We expect to finance acquisitions with cash on hand, through issuance of debt or
equity securities and through  borrowings under credit  arrangements,  including
pursuant to our credit facility.  The ability to obtain debt or equity financing
is subject to market  conditions and to limitations  imposed on us by our credit
facility.  Therefore, we may not be able to obtain additional financing in order
to finance future acquisitions. Our operating and financial flexibility could be
substantially limited if we use cash to complete acquisitions.

Potential  environmental   liabilities,   including  those  relating  to  former
operations, may adversely impact our financial position.

We are subject to various federal, state, local and foreign laws and regulations
governing  environmental  matters,  including the use, discharge and disposal of
hazardous  materials.  We are  presently  engaged  in the  remediation  of sites
associated  with seven  discontinued  operations  in five  states,  and we are a
"potentially responsible party" at five hazardous waste sites in four states. We
have recorded a reserve for environmental  matters of $27.6 million at March 31,
2001.  While the ultimate  outcome of these matters cannot be determined,  we do
not believe  that the final  disposition  of these  matters will have a material
adverse  effect on our financial  position,  results of operations or cash flows
beyond the amounts previously provided for in our financial statements.

Our present and past facilities have been in operation for many years, and, over
that  time,  these  facilities  have  used  substances  which  are or  might  be
considered hazardous,  and we have generated and disposed of wastes which are or
might be considered  hazardous.  In addition,  new environmental  legislation or
regulations  may be  enacted  in the  future.  Therefore,  it is  possible  that
additional  environmental  issues  may arise in the  future  which we cannot now
predict.