SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q






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

For the quarterly period ended June 30, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM        TO
                                           -------   -------
Commission File No. 000-26690

                           ELANTEC SEMICONDUCTOR, INC.
             (Exact Name of registrant as specified in its charter)

            Delaware                                              77-0408929
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

675 Trade Zone Boulevard, Milpitas, California                      95035
--------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code: (408) 945-1323
--------------------------------------------------------------------------------


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:

As of June 27, 1999,  9,302,621 shares of the Registrant's  Common Stock,  $0.01
par value, were issued and outstanding.

                                       1

<PAGE>


                                TABLE OF CONTENTS




                                                                            Page
                                                                            ----
PART I       FINANCIAL INFORMATION

     Item 1. Condensed Consolidated Financial Statements ..................    3

             Notes to Condensed Consolidated Financial Statements .........    6

     Item 2. Management's Discussion and Analysis of Financial Condition
                and Results of Operations .................................   10

     Item 3. Quantitative and Qualitative Disclosures About Market Risk ...   16


PART II      OTHER INFORMATION

     Item 6. Exhibits and Reports on Form 8-K .............................   17

             Signatures ...................................................   18



                                       2

<PAGE>


PART I.  FINANCIAL INFORMATION
Item 1.   Condensed Consolidated Financial Statements


<TABLE>
                                           ELANTEC SEMICONDUCTOR, INC.
                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                      (In thousands, except per share data)
                                                   (Unaudited)

<CAPTION>
                                                         Three Months Ended               Nine Months Ended
                                                               June 30                         June 30
                                                       ------------------------        -------------------------
                                                         1999            1998            1999             1998
                                                       --------        --------        --------         --------
<S>                                                    <C>             <C>             <C>              <C>
Net revenues                                           $ 13,005        $ 11,815        $ 36,379         $ 34,709
Cost of revenues                                          6,184           6,123          19,580           17,980
Cost of revenues - inventory write-down                       0               0           1,008                0
                                                       --------        --------        --------         --------
Gross profit                                              6,821           5,692          15,791           16,729

Operating expenses:
   Research and development                               1,847           1,997           5,127            5,409
   Marketing, sales, general and administrative           2,840           2,440           7,980            7,575
   Restructuring and other non-recurring charges              0               0          12,009                0
                                                       --------        --------        --------         --------
Total operating expenses                                  4,687           4,437          25,116           12,984
                                                       --------        --------        --------         --------

Income (loss) from operations                             2,134           1,255          (9,325)           3,745
Interest and other income, net                               70              14              42              252
                                                       --------        --------        --------         --------
Income (loss) before taxes                                2,204           1,269          (9,283)           3,997
Provision (benefit) for income taxes                        727             101          (3,662)             319
                                                       --------        --------        --------         --------
Net income (loss)                                      $  1,477        $  1,168        $ (5,621)        $  3,678
                                                       ========        ========        ========         ========

Earnings (loss) per share:

     Basic                                             $   0.16        $   0.13        $  (0.61)        $   0.40
                                                       ========        ========        ========         ========
     Diluted                                           $   0.14        $   0.12        $  (0.61)        $   0.38
                                                       ========        ========        ========         ========

Shares used in computing per share amounts:

     Basic                                                9,280           9,170           9,230            9,119
                                                       ========        ========        ========         ========
     Diluted                                             10,459           9,769           9,230            9,732
                                                       ========        ========        ========         ========

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

                                                            3

<PAGE>

                           ELANTEC SEMICONDUCTOR, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

                                                           June 30      Sept. 30
                                                            1999(1)      1998(2)
                                                            -------      -------
Assets:
Current assets:
   Cash and cash equivalents                                $16,046      $ 5,815
   Short-term investments                                       992        3,651
   Trade receivables                                          4,814        5,207
   Inventories                                                3,203        9,059
   Deferred income taxes                                      3,820        3,367
   Prepaid expenses and other current assets                    346          600
                                                            -------      -------
Total current assets                                         29,221       27,699

Property and equipment, net                                   8,105       18,625
Other assets                                                    473          657
Noncurrent deferred income taxes                              4,999          563
                                                            -------      -------
Total assets                                                $42,798      $47,544
                                                            =======      =======

Liabilities and stockholders' equity:
Current liabilities:
   Accounts payable and accrued liabilities                 $ 6,739      $ 6,807
   Deferred revenue                                           3,035        2,626
   Current portion of long-term obligations                   1,412        1,480
                                                            -------      -------
Total current liabilities                                    11,186       10,913

Long-term obligations                                         4,703        4,354

Stockholders' equity                                         26,909       32,277
                                                            -------      -------

Total liabilities and stockholders' equity                  $42,798      $47,544
                                                            =======      =======

(1)  Unaudited
(2)  These  amounts  were  derived  from  the  Company's  audited   consolidated
     financial statements at September 30, 1998

See accompanying notes to the condensed consolidated financial statements.



                                       4

<PAGE>


<TABLE>
                                    ELANTEC SEMICONDUCTOR, INC.
                          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (In thousands)
                                            (Unaudited)

<CAPTION>
                                                                        Nine Months Ended
                                                                              June 30,
                                                                  --------------------------------
                                                                    1999                    1998
                                                                  --------                --------
<S>                                                               <C>                     <C>
Operating activities:
Net income (loss)                                                 $ (5,621)               $  3,678
Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
      Depreciation and amortization                                  2,136                   1,871
      Inventory write-down                                           1,008                       0
      Asset impairment                                              11,090                       0
      Deferred tax benefit                                          (4,889)                      0
      Changes in operating assets and liabilities:
          Accounts receivable                                          393                  (1,789)
          Inventories                                                4,848                  (2,578)
          Prepaid expenses and other current assets                    254                      47
          Accounts payable and accrued liabilities                     (67)                  2,895
          Deferred revenue                                             409                   1,080
                                                                  --------                --------
Net cash provided by operating activities                            9,561                   5,204

Investing activities:
Sale/maturity of available-for-sale securities                       2,659                   3,440
Purchase of property and equipment                                  (1,291)                 (9,245)
Decrease in other assets                                               145                     (86)
                                                                  --------                --------
Net cash  provided by (used in) investing activities                 1,513                  (5,891)

Financing activities:
Payments on capital lease and other debt                            (1,133)                 (1,153)
Issuance of common stock                                               290                     248
                                                                  --------                --------
Net cash used in financing activities                                 (843)                   (905)

Increase (decrease) in cash and cash equivalents                    10,231                  (1,592)
Cash and cash equivalents at beginning of period                     5,815                   9,839
                                                                  --------                --------
Cash and cash equivalents at end of period                        $ 16,046                $  8,247
                                                                  ========                ========

Supplemental disclosures of cash flow information:
Lease and installment financing for capital equipment             $      0                $  1,621
Interest paid                                                     $    316                $    165
Taxes paid                                                        $    220                $    140

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

                                              5

<PAGE>


ELANTEC SEMICONDUCTOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
--------------------------------------------------------------------------------


NOTE 1. BASIS OF PRESENTATION

The  Company  has  prepared  the  unaudited  condensed   consolidated  financial
statements  included  herein  pursuant  to  the  rules  and  regulations  of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial  statements prepared in accordance with generally
accepted  accounting  principles have been condensed or omitted pursuant to such
rules and regulations. In the opinion of management, all adjustments (consisting
of normal recurring items)  considered  necessary for a fair  presentation  have
been  included.  The results of  operations  for the three and nine months ended
June 30, 1999 are not  necessarily  indicative of the results to be expected for
the entire  year.  These  consolidated  financial  statements  should be read in
conjunction  with the  consolidated  financial  statements and the notes thereto
included  in the  Company's  Annual  Report  on Form  10-K  for the  year  ended
September 30, 1998.

The  Company's  fiscal  year end is the  Sunday  closest  to  September  30. The
Company's  fiscal  quarters end on the Sunday closest to the end of the calendar
quarter.  For  convenience,  the Company has indicated  that its quarters end on
December 31, March 31, June 30 and September 30.


NOTE 2. USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial  statements and accompanying notes.
Actual results could differ from those estimates.


NOTE 3. CASH AND CASH EQUIVALENTS

The Company  considers all highly liquid  investments with an original  maturity
(at the date of purchase) of three months or less to be the  equivalent  of cash
for purposes of balance sheet and statement of cash flows presentation.
Cash and cash equivalents are carried at cost, which approximates market value.


NOTE 4. SHORT-TERM INVESTMENTS

The  Company's  policy is to  invest  in  various  short-term  instruments  with
investment  grade credit ratings.  Generally such  investments  have contractual
maturity of less than one year. All of the Company's marketable  investments are
classified   as   "available-for-sale"    and   the   Company   classifies   its
available-for-sale  portfolio as available for use in its current operations. At
June 30, 1999, there was no significant difference between the fair market value
and the underlying cost of such securities.



                                       6

<PAGE>


NOTE 5. INVENTORIES

Inventories  are  stated at the lower of cost  (first-in,  first-out  method) or
market and consist of the following balances in thousands:

                                                  June 30,        September 30,
                                                   1999               1998
                                                  ------             ------
Raw materials                                     $  133             $  498
Work-in-process                                    2,058              6,481
Finished goods                                     1,012              2,080
                                                  ------             ------
                                                  $3,203             $9,059
                                                  ======             ======


NOTE 6. EARNINGS (LOSS) PER SHARE
<TABLE>

Basic  earnings  (loss) per share is based upon the weighted  average  number of
shares of common shares outstanding  during the period.  Diluted earnings (loss)
per share  includes  the dilutive  effect of employee  stock  options  using the
treasury stock method.  The following  table sets forth the computation of basic
and diluted earnings per share:
<CAPTION>
                                                         Three Months Ended   Nine Months Ended
                                                              June 30,             June 30,
                                                         ------------------  -------------------
                                                           1999      1998      1999       1998
                                                          -------   -------   -------    -------
<S>                                                       <C>       <C>       <C>        <C>
Numerator for basic and diluted net income per share:
    Net income (loss)                                     $ 1,477   $ 1,168   $(5,621)   $ 3,678
                                                          =======   =======   =======    =======

Denominator:
     Denominator for basic net income per share -
        weighted average shares                             9,280     9,170     9,230      9,119
     Effect of dilutive securities:
           Common stock options                             1,179       599       --         613
                                                          -------   -------   -------    -------

     Denominator for diluted earnings per share            10,459     9,769     9,230      9,732
                                                          =======   =======   =======    =======

Basic net income (loss) per share                         $  0.16   $  0.13   $ (0.61)   $  0.40
                                                          =======   =======   =======    =======

Diluted net income (loss) per share                       $  0.14   $  0.12   $ (0.61)   $  0.38
                                                          =======   =======   =======    =======
</TABLE>


At June 30,  1999,  outstanding  options to purchase  17,187  shares at exercise
prices between $9.44 and $13.56 were excluded from the computation of net income
per share as the option price was greater  than the average  market price of the
common shares and,  therefore,  would be  antidilutive  under the treasury stock
method.  At June 30, 1998,  outstanding  options to purchase  325,600  shares at
exercise  prices between $8.00 and $10.00 were excluded from the  computation of
net income per share as the option  price was greater  than the  average  market
price of the common  shares  and,  therefore,  would be  antidilutive  under the
treasury stock method.


                                       7
<PAGE>

NOTE 7.  COMPREHENSIVE INCOME

In the first  quarter of fiscal year 1999,  the  Company  adopted  Statement  of
Financial  Accounting Standards No. 130, "Reporting  Comprehensive  Income" (FAS
130 ).  FAS  130  establishes  new  rules  for  the  reporting  and  display  of
comprehensive  income (loss) and its  components.  Components  of  comprehensive
income  (loss)  include  net income  (loss) and  certain  transactions  that are
reported in the consolidated statement of stockholders' equity. FAS 130 requires
that these transactions be included in the financial statements. The adoption of
this statement had no impact on the Company's net income (loss) or stockholders'
equity  and,  during  the  periods  presented,   the  Company  had  no  material
transactions   other  than  net  income   (loss)  that  should  be  reported  as
comprehensive income.

NOTE 8.  RECENT ACCOUNTING PRONOUNCEMENTS

Segment  Information.  In June 1997, the Financial  Accounting  Standards  Board
(FASB) issued Statement of Financial Accounting Standards No. 131, " Disclosures
about  Segments of an Enterprise  and Related  Information"  (FAS 131).  FAS 131
establishes annual and interim reporting standards for an enterprise's  business
segments and related disclosures about its products, services,  geographic areas
and major  customers.  The Company has not yet determined its business  segments
for purposes of these  disclosures.  Adoption of this  statement will not impact
the Company's  consolidated  financial  position,  results of operations or cash
flows.  As allowed by FAS 131,  the  Company  will adopt this  statement  in its
financial statements for the year ending September 30, 1999.

Derivative  Investments  and Hedging  Activities.  In June 1998, the FASB issued
Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Investments and Hedging  Activities" (FAS 133). FAS 133 provides a comprehensive
and consistent  standard for the recognition and measurements of derivatives and
hedging activities.  The Company is required to adopt FAS 133 during fiscal 2000
and does not expect the statement to have a significant  effect on the Company's
operating results.

NOTE 9.  RESTRUCTURING AND OTHER CHARGES

During the first  quarter of fiscal  1999,  the  Company  implemented  a plan to
restructure  its  manufacturing  operations in response to a shift in the mix of
products  fabricated  internally  compared  to  products  fabricated  by outside
foundries.  During the several  quarters  preceding  this  decision,  production
volume and revenue from products  fabricated by outside foundries,  particularly
those  products  in  the  data  processing  market,  have  generally  increased.
Simultaneously,  the Company  experienced  a decline in volume and revenue  from
internally  fabricated  products.  As a result, the Company was in a position of
significant  over-capacity  in its  internal  fabrication  facility  located  in
Milpitas, California.

The  Company  evaluated  its  long-term  manufacturing  strategy  and decided to
discontinue   development  of  dielectric  isolation  (DI)  process  technology.
Therefore,  internally  fabricated  products using DI technology are expected to
continue to decline as a percentage  of revenues  over the next  several  years.
However,  the  Company  intends to  develop  alternate  technologies,  including
silicon-on-insulator (SOI), at its fabrication facility in Milpitas, California,
while moving to an external foundry-based manufacturing strategy.



                                       8
<PAGE>


During the first quarter of fiscal 1999,  the Company's  decision to discontinue
development of future-generation  products using dielectric isolation technology
would,  more likely than not, obsolete certain existing products and capitalized
patents.  Accordingly,  the  Company  recorded a pretax  charge of $1.0  million
related to a write-down of inventory and $0.2 million related to a write-down of
patents.

The restructuring also included  operating  initiatives to improve the Company's
cost structure  including a reduction of approximately 10% of the Company's work
force.  The Company  recorded a pretax  charge of $0.6  million  related to cost
reductions  and  $0.1  million  other  non-recurring  charges  due  to  a  legal
settlement with AMP Incorporated.

In  response  to the  over-capacity  issue and change in  strategy,  the Company
engaged independent  consulting firms to assist in the determination of the fair
value of the  assets of its  Milpitas,  California  fabrication  facility.  As a
result of this independent analysis, and in accordance with Financial Accounting
Standards No. 121  "Accounting  for the Impairment of Long-Lived  Assets and for
Long-Lived  Assets to Be Disposed Of" (FAS 121),  the Company  recorded a pretax
impairment  of $11.1  million  to  reduce  the  carrying  value of its  internal
fabrication facility.  Restructuring and other non-recurring charges resulted in
pretax  charges of $12.0 million to operating  expenses and $1.0 million to cost
of goods  sold in the first  quarter of fiscal  1999.  Remaining  cash  payments
related to these  activities are expected to be $0.1 million and $0.3 million in
fiscal  1999  and  2000,  respectively.   The  following  table  summarizes  the
restructuring and other charges in thousands:

                                         Total         Utilized     Balance at
                                     Restructuring      through      June 30,
                                         Charge        June 30,        1999
                                                         1999
                                     -------------------------------------------

Asset impairment                        $11,090        $11,090        $    --
Write-down of inventory                   1,008          1,008             --
Payments to employees
   involuntarily terminated                 638            417            221
Write-down of patents                       174            174             --
Legal settlement                            107            107             --
                                     -------------------------------------------

Total                                   $13,017        $12,796        $   221
                                     ===========================================



                                       9
<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Except  for  the  historical   information  contained  herein,  certain  matters
discussed in this Form 10-Q, including discussions related to the discontinuance
of  the  Company's   military  and  commercial   hybrid   products,   change  in
manufacturing  strategy,  and use of SOI technology may contain  forward-looking
statements  that involve risks and  uncertainties.  The Company's  actual future
results could differ  materially from those  discussed here.  Factors that could
cause or contribute to such differences  include,  but are not limited to, those
discussed in this section,  as well as in the section entitled "Business" in the
Company's 1998 Form 10-K filed with the Securities and Exchange Commission.
<TABLE>

Results of  Operations - The table below states the income  statement  items for
the three and nine months  ended June 30, 1999 and 1998 as a  percentage  of net
revenues  and  provides  the  percentage  change in  absolute  dollars  from the
previous year:
<CAPTION>

                                Three           Three                     Nine            Nine
                            Months Ended    Months Ended   Dollar %   Months Ended    Months Ended    Dollar %
                            June 30, 1999   June 30, 1998   Change    June 30, 1999   June 30, 1998    Change
                            --------------  -------------- ---------- -------------- ---------------- ----------
<S>                             <C>             <C>          <C>          <C>             <C>            <C>
Net revenues                    100.0           100.0        10.1         100.0           100.0          4.8
Cost of revenues                 47.6            51.8         1.0          53.8            51.8          8.9
Cost of revenues-inventory
   write down                    --              --          --             2.8            --           --
Gross profit                     52.4            48.2        19.8          43.4            48.2         (5.6)

Operating expenses:
   Research and development      14.2            16.9        (7.5)         14.1            15.6         (5.2)
   Marketing, sales, general
   and administrative            21.8            20.7        16.4          21.9            21.8          5.3
Restructuring and other
   Non-recurring charges         --              --          --            33.0            --           --

</TABLE>

During the third  quarter  of fiscal  1999,  the  Company  generated  record net
revenues of $13.0 million,  an increase of 10.1% from the $11.8 million reported
in the same quarter of the previous  year.  This increase was due to higher unit
shipments,  partially  offset by lower  average  selling  prices.  International
revenues  during the third  quarter of fiscal 1999 were 55.7% of total  revenues
compared to 53.2% of total  revenues for the third quarter of fiscal 1998.  This
increase in  international  revenues over the same quarter during the prior year
was primarily due to strong optical storage product demand in Japan.

For the first  nine-months  of fiscal 1999,  net revenue was $36.4  million,  an
increase of 4.8% from the $34.7 million reported in the corresponding  period of
fiscal 1998. This increase was due to higher unit shipments, partially offset by
lower  average  selling  prices.  International  revenues  during the first nine
months of fiscal 1999 were 58.2% of total  revenues,  compared to 54.2% of total
revenues  for the first nine  months of fiscal  1998.  Again,  the  increase  in
international  revenue over the prior year was primarily  due to strong  optical
storage product demand in Japan.

                                       10
<PAGE>

During second and third fiscal quarters of 1999, the Company experienced a trend
towards  shorter than  historical  order lead times.  This affects the Company's
ability to forecast future revenues,  profitability  and limits forward business
climate visibility.  The Company is reacting to shorter lead times by continuing
efforts to reduce  production  cycle time and expects  inventory as a percent of
revenues to increase.

The Company defers recognition of revenue from shipments to domestic and certain
international distributors until such distributors resell the Company's products
to  their  customers.   Generally,   sales  to  international  distributors  are
recognized upon shipment.

The  volume of product  sales,  mix of  products  sold,  manufacturing  capacity
utilization,  product  yields and average  selling  prices  affect gross profit.
Gross margin  increased to 52.4% of net revenues for the third quarter of fiscal
1999 from  48.2% for the same  period of fiscal  1998.  This  increase  in gross
profit as a  percentage  of net  revenues  is due to a shift in demand to higher
margin products,  improved product yields and improved manufacturing  efficiency
caused by increased capacity utilization.

For the first  nine  months  of fiscal  1999  gross  profit as a percent  of net
revenues  was 43.4%  compared to 48.2% for the first nine months of fiscal 1998.
During the first quarter of fiscal 1999,  the Company  concluded that its change
in strategy to  discontinue  development  of  future-generation  products  using
dielectric  isolation  technology  would, more likely than not, obsolete certain
existing products. Accordingly, additional provisions for inventory obsolescence
of $1.0 million were  charged to cost of  revenues.  Without this  non-recurring
charge,  gross  profit for the first nine  months of fiscal 1999 would have been
46.2% of net  revenues  compared to 48.2% during the first nine months of fiscal
1998. This decrease as a percentage of net revenues was primarily due to factors
occurring  in the first half of fiscal 1999  including  (i) a shift in demand to
lower  margin  products and (ii)  under-utilization  of the  Company's  internal
fabrication  facility  caused  by a shift  in  product  demand  toward  products
manufactured by third-party foundries.

In July 1997, the Company  announced that it would  discontinue its military and
commercial hybrid product. This product line accounted for 12.3% and 8.9% of net
revenues during the third quarters of 1999 and 1998, respectively,  and 8.2% and
9.3% of net  revenues  for the  first  nine  months  of  fiscal  1999 and  1998,
respectively.  Orders for these discontinued  products were accepted through the
middle of 1998 with last shipments from the factory extending  throughout fiscal
1999. The Company expects higher gross margins from these last-buy orders during
fiscal 1999.

Research and development expenses of $1.9 million in the third quarter of fiscal
1999  decreased  $0.2  million,  or 7.5%,  when compared to the third quarter of
1998. This decrease is primarily due to lower costs  associated with engineering
test wafers.  As a percentage  of revenues,  research and  development  expenses
decreased  to 14.2% for the third  quarter of fiscal 1999 from 16.9%  during the
same quarter of the prior fiscal year  primarily due to higher  revenues  during
the third quarter of fiscal 1999.

For the first nine months of fiscal 1999,  research and development  expenses of
$5.1 million  decreased $0.3 million,  or 5.2%,  when compared to the first nine
months of fiscal 1998.  As a percentage  of revenues,  research and  development
expenses  decreased  to 14.1% of net revenues in the first nine months of fiscal
1999 from 15.6% of net  revenues in the first nine months of fiscal  1998.  This
decrease as a percentage of revenues was primarily due to higher revenues during
fiscal 1999.  Management expects research and development  expenses, in absolute
dollars,

                                       11
<PAGE>

to increase as the Company  develops  silicon on insulator (SOI) technology (see
discussion in the section titled "Factors  Affecting  Future Results" below) and
focuses its new product development efforts.  However, there can be no assurance
that net revenues  will  increase at the same rate as  anticipated  research and
development expenses.

Marketing,  selling  and  general and  administrative  expenses of $2.8  million
increased $0.4 million,  or 16.4%,  when compared to the third quarter of fiscal
1998. This increase is primarily due to higher consulting fees, salaries,  sales
commissions  and  management  incentives.  As  a  percentage  of  net  revenues,
marketing,  selling  and general and  administrative  expenses  during the third
quarter of fiscal 1999  increased  to 21.8% from 20.7% for the third  quarter of
fiscal 1998.

For the first nine  months of fiscal  1999,  marketing,  selling and general and
administrative  expenses of $8.0 million  increased $0.4 million,  or 5.3%, when
compared to the first nine months of fiscal 1998. This increase is primarily due
to higher consulting fees, salaries, sales commissions and management incentives
during the third quarter of fiscal 1999. As a percentage of revenues, marketing,
selling  and  general  and  administrative  expense for the first nine months of
fiscal  1999 and 1998 were  relatively  flat at 21.9% and 21.8% of net  revenue,
respectively.

During the first  quarter of fiscal 1999 the Company  evaluated  and changed its
long-term  manufacturing  strategy and, as a result,  concluded  that  projected
production volume and related cash flow from the Company's internal  fabrication
facility were not sufficient to recover its carrying  value.  In accordance with
Financial  Accounting  Standards  No.  121  "Accounting  for the  Impairment  of
Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of" (FAS 121), the
Company recorded a pretax non-recurring  write-down of $11.1 million to properly
reflect  the  value of its  internal  fabrication  facility.  The  Company  also
recorded  a pretax  non-recurring  charge  of $0.9  million  for  organizational
restructuring related to the change in its manufacturing strategy.

Net income for the third quarter of fiscal 1999 was $1.5 million compared to net
income of $1.2  million for the same  quarter of fiscal  1998.  Net loss for the
first nine months of fiscal 1999 was $5.6 million,  or $0.61 per diluted  share,
including the previously discussed  restructuring and other non-recurring pretax
charges  of $13.0  million.  Excluding  restructuring  and  other  non-recurring
charges,  pro forma net income for the first nine months of fiscal 1999 was $2.5
million or $0.27 per diluted  share  compared  to net income of $3.7  million or
$0.38 per diluted share for the first nine months of fiscal 1998.

The  Company's  effective  tax rate for the first  nine  months  of fiscal  1999
differs  from tax  computed at the federal  statutory  rate due to state  income
taxes partially offset by the benefit from the foreign sales corporation and tax
credits.

Factors Affecting Future Results

The  Company  sells its  products to  distributors  and  manufacturers  in Asian
countries that recently experienced an economic recession.  The Company does not
expect economic  conditions in Asia to worsen or have a material  adverse impact
on the Company's  results of operations  in the near term.  However,  should the
economic  conditions in this region worsen,  become  prolonged,  or affect other
countries  where the Company  generates  significant  revenues,  there can be no
assurance  that the  Company's  results  of  operations  will  not be  adversely
impacted in the future.

The Company utilizes  various external  foundries for the production of CMOS and
bipolar  wafers  as  well as  certain  process  steps  in the  manufacturing  of
dielectric isolation wafers. The number of



                                       12
<PAGE>

foundries   that  have  the  capability  to  process   dielectrically   isolated
semiconductor  wafers is limited.  The Company's  dielectric  isolation  foundry
discontinued  supplying  this  technology in the fourth fiscal  quarter of 1998.
Currently,  the Company internally processes all dielectric isolated wafer steps
except one  out-sourced  step.  The  Company's  results of  operations  would be
materially  adversely affected if the supply of this out-sourced process step is
interrupted.

In early fiscal 1999,  due to  significant  over-capacity  caused by  continuing
decreased  demand in the  semiconductor  industry  and  changes in  product  mix
towards products  manufactured by third party foundries,  the Company  evaluated
and changed its long-term  manufacturing and process technology strategies.  The
Company recognized $13.0 million in restructuring  cost and other  non-recurring
charges  during the first quarter of 1999.  There can be no assurance that these
restructuring  initiatives  will be sufficient to improve  earnings.  Additional
restructuring  actions,  if required,  may have a material adverse effect on the
Company's results of operations in the future.

During second and third fiscal quarters of 1999, the Company experienced a trend
towards  shorter than  historical  order lead times.  This affects the Company's
ability to forecast future revenues,  profitability  and limits forward business
climate visibility.  The Company is reacting to shorter lead times by continuing
efforts to reduce  production  cycle time and expects  inventory as a percent of
revenues to increase.  If the Company is unable to maintain  adequate  levels of
inventory to satisfy  actual  product  demand,  the future results of operations
could be materially adversely impacted.

The Company expects to expend approximately $2.3 million on capital expenditures
during the  remainder  of fiscal  1999.  Additionally,  the Company  anticipates
significant continuing capital expenditures in the next several years. There can
be no  assurance  that the  Company  will not be required to seek debt or equity
financing to satisfy its cash and capital needs or that such  financing  will be
available on terms  satisfactory  to the Company.  If such financing is required
and if such financing were not available on terms  satisfactory  to the Company,
its operations would be materially adversely affected.

New products and process technology development require significant research and
development  expenditures.  There can be no  assurance  that the Company will be
able to develop and introduce new products in a timely manner, that new products
will gain market acceptance or that new process technologies can be successfully
implemented.  If the  Company  is unable to  develop  new  products  in a timely
manner,  and to sell them at gross margins  comparable to the Company's  current
products,  the  future  results  of  operations  could be  materially  adversely
impacted.

Part of the Company's future bipolar product  development  strategy includes the
development of an alternative form of  silicon-on-insulator  ("SOI")  technology
called bonded wafers.  The Company currently  believes that, if successful,  the
bonded wafer technology  could provide  technologically  advanced  products at a
lower  cost  than  the  current  dielectric  isolation   complementary   bipolar
technology.  Management  believes that the  development  of a viable SOI process
technology is virtually  complete.  However,  there can be no assurance that SOI
wafer  technology can be successfully  implemented in a timely manner or that it
will provide the desired  improvements  over the Company's  current  technology.
Significant  delays or  cancellation  of the  development  of the  bonded  wafer
technology  and/or  manufacturing  problems  associated  with  transferring  the
Company's  current product line to this technology would have a material adverse
affect on the Company's business and results of operations.  In addition, delays
or cancellation of the development of this technology could materially adversely
affect the Company's new product development program.

                                       13
<PAGE>

From time to time, the Company has experienced production difficulties that have
caused delivery delays and quality problems.  There can be no assurance that the
Company will not experience  manufacturing  problems and product delivery delays
in the future as a result of, among other  things,  transferring  production  to
alternative   suppliers,   changes  to  existing  or  newly  developed   process
technologies, ramping production, or installing new equipment at its facilities.
The  semiconductor   industry  is  highly  cyclical  and  has  been  subject  to
significant economic  fluctuations at various times that have been characterized
by rapidly fluctuating product demand,  periods of over and under capacity,  and
accelerated   erosion  of  average   selling   prices.   A  material  change  in
industry-wide  production  capacity,  shift in industry capacity toward products
competitive with the Company's  products,  rapidly  fluctuating demand, or other
factors could result in a rapid decline in product pricing or unit volumes which
could have a material adverse affect on the Company's operating results.

Vigorous  protection and pursuit of  intellectual  property rights or positions,
which  have  resulted  in  significant   and  often   protracted  and  expensive
litigation,  characterize the semiconductor industry. In recent years, there has
been a growing  trend of  companies  to resort to  litigation  to protect  their
semiconductor  technology from unauthorized use by others.  The Company believes
its products do not infringe upon any valid  patents.  However,  there can be no
assurance that the Company's  position in these matters will prevail.  There can
be  no  assurance  that  additional  future  claims  alleging   infringement  of
intellectual  property  rights will not be asserted  against  the  Company.  The
intellectual property claims that have been made, or may be asserted against the
Company in the future,  could  require that the Company  discontinue  the use of
certain processes or cease the manufacture, use and sale of infringing products.
Additionally,  the Company may incur significant  litigation  costs,  damages or
royalties to develop non-infringing  technology.  There can be no assurance that
the Company  would be able to obtain such  licenses  on  acceptable  terms or to
develop  non-infringing  technology  without a  material  adverse  effect on the
Company.

The  Company  is  subject  to a variety  of  regulations  related  to  hazardous
materials  used in its  manufacturing  process.  Any  failure by the  Company to
control  the use of, or to  restrict  adequately  the  discharge  of,  hazardous
materials  under present or future  regulations  could subject it to substantial
liability or could cause its manufacturing operations to be suspended.

The Company's Common Stock has experienced substantial price volatility and such
volatility   may   occur  in  the   future,   particularly   as  a   result   of
quarter-to-quarter  variations in the actual or anticipated financial results of
the  Company,  the  companies  in the  semiconductor  industry or in the markets
served by the  Company,  or  announcements  by the  Company  or its  competitors
regarding  new  product  introductions.   In  addition,  the  stock  market  has
experienced  extreme price and volume fluctuations that have affected the market
price  of  many  technology  companies'  stock.  These  factors  may  materially
adversely affect the price of the Common Stock.

Year 2000 Readiness

The Company utilizes numerous  software programs  throughout its operations that
include dates and make  date-sensitive  calculations  based on two-digit  fields
that are assumed to begin with the year 1900. Software programs written based on
this assumption are vulnerable,  as the year 2000 approaches, to miscalculations
and  other  operational   errors  that  may  be  significant  to  their  overall
effectiveness.  In addition,  the Company  relies upon products and  information
from critical  suppliers,  large  customers and other  outside  parties,  in the
normal course of business,  whose software programs are also subject to the same
problem. Should miscalculations or other operational errors occur as a result of
the year 2000  issue,  the  Company or the  parties  on which it depends  may be
unable  to  produce  reliable  information  or  process  routine   transactions.

                                       14
<PAGE>

Furthermore,  in the worse case,  the Company or the parties on which it depends
may,  for an  extended  period of time,  be  incapable  of  conducting  critical
business  activities,  which include but are not limited to,  manufacturing  and
shipping products, invoicing customers and paying vendors.

The Company  initiated a year 2000  remediation  plan during fiscal 1997 to make
the Company's  primary and ancillary  information  systems year 2000  compliant.
This  plan  included  the  implementation  of  Year  2000  compliant   financial
application and manufacturing-execution software. The new financial applications
software and upgraded  manufacturing-execution software has been implemented and
the Company is currently  installing patches received from the vendors to ensure
Y2K  compliance.  Based on current  information,  the Company  believes that its
internal computer systems will be year 2000 compliant and that the risk of major
disruption from these systems due to year 2000 issues is minimal. The Company is
not  aware  of  any  material  year  2000  problems  with  suppliers,   vendors,
consultants,  or other  parties on which it  depends.  However,  there can be no
assurance  that the Company has properly  identified  and corrected  incompliant
systems or that  potential  problems  with third  parties have been  identified.
Failure to identify  incompliant  systems may have a material  adverse affect on
future operations.

The Company believes its products are Y2K compliant.  However, the Company could
be negatively affected to the extent its major suppliers,  vendors and customers
have not  successfully  addressed year 2000 issues and the Company has initiated
formal communications with all its significant suppliers,  vendors and customers
to assess this exposure.  The cost of implementing  such a plan,  which is being
funded by income from  operations  and capital  leases,  has not been and is not
expected to be material to the Company's operating results.  The cost to address
and remedy the  Company's  remaining  year 2000 issues is  estimated  to be $0.2
million  in  fiscal  1999.  The  cost of the  year  2000  project  are  based on
management's best estimates,  which were derived utilizing numerous  assumptions
of future events,  including the continued availability of certain resources and
other factors.  However,  there can be no guarantee that these estimates will be
achieved and actual results could differ materially from those anticipated.

Elantec's  operating  results  have been,  and in the future may be,  subject to
fluctuations due to a wide variety of factors  including the timing of or delays
in new product and process technology announcements and product introductions by
the Company or its competitors,  competitive pricing pressures,  fluctuations in
manufacturing yields, changes in the mix of product sold, availability and costs
of raw materials,  reliance on and availability of subcontractors,  the cyclical
nature of the semiconductor  industry,  industry-wide wafer processing capacity,
political  and  economic  conditions  in  various  geographic  areas,  and costs
associated  with  other  events,  such  as  under-utilization  or  expansion  of
production   capacity,    intellectual   property   disputes,   litigation,   or
environmental regulation.

Liquidity and Capital Resources

The  Company's  primary  sources  of  liquidity  at June  30,  1999 are cash and
short-term   investments  of  a  record  $17.0  million.   Cash  and  short-term
investments  increased  $7.6 million  from $9.5  million at September  30, 1998.
Additionally,  at June 30, 1999, the Company had a revolving credit line of $5.0
million,  all of which was unused and  available.  The line of credit expires on
June 30,  2000.  Borrowings  under  this line are  secured  by a first  priority
security  interest in  virtually  all the  Company's  assets  except for certain
capital  assets  previously  acquired  under  lease  agreements.  The  agreement
contains  certain  covenants that include a restriction on the  declaration  and
payment of cash dividends and restrictions on business mergers, acquisitions and
investments. The Company was in compliance with all covenants at June 30, 1999.

                                       15
<PAGE>

Net cash  provided by  operations  was $9.6  million for the first three  fiscal
quarters of 1999. Cash provided by investing  activities was $1.5 million.  This
increase was primarily due to reinvesting  maturities of short-term  investments
in cash  equivalents  with  maturities  less  than 90 days  partially  offset by
purchases of fixed assets.  Financing activities used $0.8 million primarily due
to payments of lease obligations and long-term  liabilities  partially offset by
proceeds form exercise of employee stock options.

The Company believes that its cash and equivalents, short-term investments, line
of credit,  borrowing capacity,  and cash generated from operations will satisfy
its expected working capital and capital  expenditure  requirements for the next
twelve months. Any major change in the nature of the Company's business, such as
the  acquisition  of  products,  the  design of  products  not  currently  under
development or the need for significant  unplanned  capital  expenditures  could
change the Company's  capital  requirements.  To the extent the Company requires
additional  cash,  there can be no  assurance  that the Company  will be able to
obtain financing with favorable terms, or at all.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Except for the historical information contained herein, the following discussion
contains  forward-looking  statements that involve risks and uncertainties.  The
Company's  actual results could differ  materially  from those  discussed  here.
Factors that could cause or contribute to such differences  include, but are not
limited to, those discussed in this section,  as well as in the section entitled
"Factors  Affecting  Future  Results".  The  Company is  exposed to market  risk
related to changes in interest rates and foreign  currency  exchange rates.  The
Company does not use derivative financial instruments for speculative or trading
purposes.

Interest  Rate  Sensitivity.  The  Company  maintains  a  short-term  investment
portfolio  consisting  mainly of income  securities with an average  maturity of
less than one year. These available-for-sale  securities are subject to interest
rate risk and will fall in value if market  interest rates  increase.  If market
interest  rates were to increase  immediately  and  uniformly by 10 percent from
levels at June 30,  1999,  the fair  value of the  approximately  $15.7  million
portfolio would decline by an immaterial  amount.  The Company presently intends
to hold its fixed income  investments until maturity,  and therefore the Company
would not expect its  operating  results  or cash  flows to be  affected  to any
significant  degree  by the  effect  of a sudden  short-term  change  in  market
interest rates on its securities portfolio.

At June 30, 1999,  the Company had  approximately  $4.7  million of  outstanding
obligations   under  capital  lease   arrangements  and  long-term  debt.  These
borrowings do not carry variable interest rates. Accordingly,  if interest rates
were to increase 10 percent,  no material  impact on the Company's net income or
cash flows would result. The Company does not hedge any interest rate exposures.

Foreign Currency Exchange Risk. Yen is the functional  currency of the Company's
subsidiary in Japan.  The Company does not currently enter into foreign exchange
forward  contracts to hedge  certain  balance sheet  exposures and  intercompany
balances  against  future  movements in foreign  exchange  rates.  However,  the
Company does  maintain  cash balances  denominated  in Yen. If foreign  exchange
rates were to weaken  against the U.S.  dollar  immediately  and uniformly by 10
percent from the exchange rate at June 30, 1999, the fair value of these foreign
currency amounts would decline by an immaterial amount.

                                       16
<PAGE>

PART II - OTHER INFORMATION


ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K

(a)      The following exhibits are filed as part of this report:

         Exhibit 27.1 - Financial Data Schedule

(b)      Reports on Form 8-K:

         The Company  filed no reports on Form 8-K during the quarter ended June
         30, 1999

                                       17
<PAGE>


SIGNATURES


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.

ELANTEC SEMICONDUCTOR, INC.
(Registrant)



Date: August 2, 1999                        By: /s/ Ephraim Kwok
                                                ------------------
                                                Ephraim Kwok
                                                Chief Financial Officer (duly
                                                authorized officer and
                                                principal financial officer)


                                       18
<PAGE>


                                  EXHIBIT INDEX

Exhibit

27.1     Financial Data Schedule




                                       19