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 March 31, 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 April 30, 1999,  9,274,856 shares of the Registrant's  Common Stock, $0.01
par value, were issued and outstanding.




                                       1
<PAGE>


<TABLE>



                                                    TABLE OF CONTENTS


<CAPTION>


                                                                                                      Page
                                                                                                      ----
<S>                                                                                                     <C>
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 4.      Submission of Matters to a Vote of Security Holders...................................17

     Item 5.      Other information ....................................................................17

     Item 6.      Exhibits and Reports on Form 8-K......................................................18

                  Signatures............................................................................19

</TABLE>

                                       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              Six Months Ended
                                                                                   March 31,                       March 31
                                                                          -------------------------        -------------------------
                                                                            1999             1998            1999             1998
                                                                          --------         --------        --------         --------
<S>                                                                       <C>              <C>             <C>              <C>     
Net revenues                                                              $ 12,721         $ 11,660        $ 23,374         $ 22,894
Cost of revenues                                                             6,995            5,999          13,396           11,857
Cost of revenues - inventory write-down                                          0                0           1,008                0
                                                                          --------         --------        --------         --------
Gross profit                                                                 5,726            5,661           8,970           11,037


Operating expenses:
   Research and development                                                  1,569            1,770           3,280            3,412
   Marketing, sales, general and administrative                              2,711            2,548           5,140            5,135
   Restructuring and other non-recurring charges                                 0                0          12,009                0
                                                                          --------         --------        --------         --------
Total operating expenses                                                     4,280            4,318          20,429            8,547
                                                                          --------         --------        --------         --------

Income (loss) from operations                                                1,446            1,343         (11,459)           2,490
Interest and other income (expense), net                                       (20)             122             (28)             238
                                                                          --------         --------        --------         --------
Income (loss) before taxes                                                   1,426            1,465         (11,487)           2,728
Provision (benefit) for income taxes                                           500               92          (4,389)             218
                                                                          --------         --------        --------         --------
Net income (loss)                                                         $    926         $  1,373        $ (7,098)        $  2,510
                                                                          ========         ========        ========         ========

Earnings (loss) per share:
     Basic                                                                $   0.10         $   0.15        $  (0.77)        $   0.28
                                                                          ========         ========        ========         ========
     Diluted                                                              $   0.10         $   0.14        $  (0.77)        $   0.26
                                                                          ========         ========        ========         ========

Shares used in computing per share amounts:
     Basic                                                                   9,212            9,124           9,205            9,093
                                                                          ========         ========        ========         ========
     Diluted                                                                 9,605            9,805           9,205            9,714
                                                                          ========         ========        ========         ========

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


                                                                 3
<PAGE>


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

                                                             Mar. 31    Sept. 30
                                                             1999(1)     1998(2)
                                                            -------      -------
Assets:
Current assets:
   Cash and cash equivalents                                $ 9,553      $ 5,815
   Short-term investments                                     2,684        3,651
   Trade receivables                                          5,400        5,207
   Inventories                                                3,926        9,059
   Deferred income taxes                                      3,820        3,367
   Prepaid expenses and other current assets                    372          600
                                                            -------      -------
Total current assets                                         25,755       27,699

Property and equipment, net                                   8,149       18,625
Other assets                                                    527          657
Noncurrent deferred income taxes                              4,999          563
                                                            -------      -------
Total assets                                                $39,430      $47,544
                                                            =======      =======

Liabilities and stockholders' equity:
Current liabilities:
   Accounts payable and accrued liabilities                 $ 5,486      $ 6,807
   Deferred revenue                                           2,248        2,626
   Current portion of long-term obligations                   1,387        1,480
                                                            -------      -------
Total current liabilities                                     9,121       10,913

Long-term obligations                                         5,064        4,354

Stockholders' equity                                         25,245       32,277
                                                            -------      -------

Total liabilities and stockholders' equity                  $39,430      $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>

                                                                                                            Six Months Ended
                                                                                                               March 31,
                                                                                                    --------------------------------
                                                                                                      1999                   1998
                                                                                                    --------               --------
<S>                                                                                                 <C>                    <C>     
Operating activities:
Net income (loss)                                                                                   $ (7,098)              $  2,510
Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
      Depreciation and amortization                                                                    1,417                  1,248
      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                                                                           (193)                (3,037)
          Inventories                                                                                  4,125                    (71)
          Prepaid expenses and other current assets                                                      228                    (95)
          Accounts payable and accrued liabilities                                                    (1,321)                 3,873
          Deferred revenue                                                                              (378)                 1,017
                                                                                                    --------               --------
Net cash provided by operating activities                                                              3,989                  5,445

Investing activities:
Sale/maturity (purchase) of available-for-sale securities                                                967                 (1,151)
Purchase of property and equipment                                                                      (613)                (7,023)
Decrease in other assets                                                                                  92                    (79)
                                                                                                    --------               --------
Net cash (used in) investing activities                                                                  446                 (8,253)

Financing activities:
Payments on capital lease and other debt                                                                (796)                  (781)
Issuance of common stock                                                                                  99                    160
                                                                                                    --------               --------
Net cash provided by (used in) financing activities                                                     (697)                  (621)

Increase (decrease) in cash and cash equivalents                                                       3,738                 (3,429)
Cash and cash equivalents at beginning of period                                                       5,815                  9,839
                                                                                                    --------               --------
Cash and cash equivalents at end of period                                                          $  9,553               $  6,410
                                                                                                    ========               ========

Supplemental disclosures of cash flow information:
Lease and installment financing for capital equipment                                               $      0               $    433
Interest paid                                                                                       $    217               $     90
Taxes paid                                                                                          $    220               $     20


<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 six months  ended
March 31, 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
March 31,  1998,  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:

                                            December 31,         September 30,
                                               1998                 1998
                                             ---------            ---------
    Raw materials                            $     206            $     498
    Work-in-process                              2,353                6,481
    Finished goods                               1,365                2,080
                                             ---------            ---------
                                             $   3,926            $   9,059
                                             =========            =========

NOTE 6.       EARNINGS (LOSS) PER SHARE

<TABLE>
In fiscal 1998 the Company adopted Statement of Financial  Accounting  Standards
No. 128  "Earnings  Per Share"  (FAS 128).  In  accordance  with FAS 128,  basic
earnings per share and diluted earnings per share have replaced primary earnings
per share and fully  diluted  earnings  per  share  previously  reported  by the
Company.  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               Six Months Ended
                                                                                    March 31,                      March 31,
                                                                              ---------------------         ------------------------
                                                                               1999           1998            1999           1998
                                                                              ------         ------         -------         ------
<S>                                                                           <C>            <C>            <C>             <C>   
Numerator for basic and diluted net income per share:
    Net income                                                                $  926         $1,373         $(7,098)        $2,510
                                                                              ======         ======         =======         ======

Denominator:
     Denominator for basic net income per share --
        weighted average shares                                                9,212          9,124           9,205          9,093
     Effect of dilutive securities:
           Common stock options                                                  393            681            --              621
                                                                              ------         ------         -------         ------

     Denominator for diluted earnings per share                                9,605          9,805           9,205          9,714
                                                                              ======         ======         =======         ======

Basic net income per share                                                    $ 0.10         $ 0.15         $  0.77         $ 0.28
                                                                              ======         ======         =======         ======

Diluted net income per share                                                  $ 0.10         $ 0.14         $  0.77         $ 0.26
                                                                              ======         ======         =======         ======

</TABLE>

At March 31, 1999,  outstanding  options to purchase  443,673 shares at exercise
prices between $5.00 and $9.00 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.  At March 31, 1998,  outstanding  options to purchase  118,222 shares at
exercise  prices between $8.00 and $10.00 were excluded from the  computation



                                       7
<PAGE>

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.

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 past several quarters,  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 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
                                               Restruc-     through        at
                                                turing      Mar. 31,    Mar. 31,
                                                Charge        1999         1999
                                               -------      -------      -------
Asset impairment                               $11,090      $11,090      $  --
Write-down of inventory                          1,008        1,008         --
Payments to employees
   involuntarily terminated                        638          265          373
Write-down of patents                              174          174         --
Legal settlement                                   107          107         --
                                               -------      -------      -------

Total                                          $13,017      $12,644      $   373
                                               =======      =======      =======



                                       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 six months  ended March 31, 1999 and 1998 as a  percentage  of net
revenues  and  provides  the  percentage  change in  absolute  dollars  from the
previous year:

<CAPTION>
                                Three           Three                      Six             Six
                            Months Ended    Months Ended   Dollar %   Months Ended    Months Ended    Dollar %
                            Mar. 31, 1999   Mar. 31, 1998   Change    Mar. 31, 1999   Mar. 31, 1998    Change
                            --------------  -------------- ---------- -------------- ---------------- ----------
<S>                            <C>             <C>           <C>         <C>             <C>            <C> 
Net revenues                   100.0%          100.0%        9.1%        100.0%          100.0%         2.1%
Cost of revenues                55.0%           51.4%        16.6%        57.6%           51.8%         13.0%
Cost of revenues-inventory
  write down                      -               -            -          4.3%              -             -
Gross profit                    45.0%           48.6%        1.1%         38.1%           48.2%        (19.3%)

Operating expenses:
   Research and development     12.3%           15.2%       (11.4%)       14.0%           14.9%         (3.9%)
   Marketing, sales,
   general
   and administrative           21.3%           21.9%        6.3%         21.7%           22.4%        (1.0%)
Restructuring and other
   Non-recurring charges          -               -            -          51.4%             -             -
</TABLE>


During the second quarter of fiscal 1999, the Company  generated net revenues of
$12.7 million,  an increase of 9.1% from the $11.7 million  reported in the same
quarter of the previous  year.  This increase was due to higher unit  shipments,
while the average selling price was relatively constant.  International revenues
during the second quarter of fiscal 1999 were 63.0% of total revenues,  compared
to 52.0% of total  revenues for the second  quarter of fiscal 1998. The increase
in international revenue over the prior year was primarily due to strong optical
storage product demand in Japan.

For the first  six-months  of fiscal  1999 net  revenue  was $23.4  million,  an
increase of 2.1% from the $22.9 million reported in the corresponding  period of
fiscal 1998. This increase over the prior year was due to a significant increase
in optical  storage  revenues.  This  increase was almost  completely  offset by
decreased revenues in the Company's video and other product lines. International
revenues  during  the first  six  months  of  fiscal  1999  were  59.2% of total
revenues, compared to 54.8% of total revenues for the first six 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>

Cost of revenues was 55.0% of net revenues for the second quarter of fiscal 1999
compared  to 51.4% for the same  period  of  fiscal  1998.  This  increase  as a
percentage of net revenues was due to a shift in demand to lower margin products
and to  under-utilization  of the Company's internal fabrication facility caused
by a shift  in  product  demand  toward  products  manufactured  by  third-party
foundries, combined with additional provisions for product license royalties.

For the first six  months of fiscal  1999 cost of goods sold as a percent of net
revenues  was 61.9%  compared to 51.8% for the first six 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,  cost of goods sold for the first six  months of fiscal  1999 would have
been  57.6% of net  revenues  compared  to 51.8%  during the first six months of
fiscal 1998.  This increase in cost of revenues as a percent of revenues was due
to a shift in demand to lower margin  products and to  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 7.1% and 10.2% of net
revenues during the second quarters of 1999 and 1998, respectively, and 5.8% and
5.2% of net  revenues  for the  first  six  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 and beyond.  The Company  expects  higher gross margins from these last-buy
orders during fiscal 1999.

Research  and  development  expenses  of $1.6  million in the second  quarter of
fiscal 1999  decreased $0.2 million or 11.4% when compared to the second 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 12.3% for the second  quarter of fiscal  1999 from 15.2%
during  the same  quarter  of the  prior  fiscal  year  primarily  due to higher
revenues during the second quarter of fiscal 1999.

For the first six months of fiscal 1999,  research and  development  expenses of
$3.3  million  decreased  $0.1  million or 3.9% when  compared  to the first six
months of fiscal 1998.  As a percentage  of revenues,  research and  development
expenses  decreased  to 14.0% of net  revenues in the first six months of fiscal
1999  from  14.9% of net  revenues  in the first  six  months  of  fiscal  1998.
Management expects research and development  expenses,  in absolute dollars,  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 $2.7 million, or
6.3% for the second quarter of fiscal 1999, increased $0.2 million when compared
to the second  quarter of fiscal 1998.  This increase is primarily due to higher
sales  commissions  from  higher  sales  during the current  fiscal  quarter and
increased  operating  expenses  in  Japan.  As a  percentage  of  net  revenues,
marketing,  selling and general and administrative expenses were relatively flat
at 21.3% and 21.9% for the second quarter of fiscal 1999 and 1998, respectively.



                                       11
<PAGE>

For the first six months of fiscal 1999 and 1998, marketing, selling and general
and  administrative  expenses  were flat at $5.1  million.  As a  percentage  of
revenues,  marketing,  selling and general  and  administrative  expense for the
first six months of fiscal 1999 and 1998 were also  relatively flat at 21.7% and
22.4% 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 second  quarter of fiscal 1999 was $0.9  million  compared to
net income of $1.4 million for the same quarter of fiscal 1998. Net loss for the
first six months of fiscal 1999 was $7.1 million, or $0.77 per 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 six  months of fiscal  1999 was $1.0  million or
$0.11 per share  compared  to net income of $2.5  million or $0.26 per share for
the first six months of fiscal 1998.

The  Company's  effective  tax rate for the first six  months of fiscal  1999 is
higher than the statutory rate due to state income taxes partially offset by the
benefit of 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
recognized  its  second  quarterly  sequential  increase  in  revenues  to these
countries  during the second  quarter of fiscal  1999 and the  Company  does not
expect  that the  economic  conditions  in Asia will  worsen  further and 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 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

                                       12
<PAGE>

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.

The Company expects to expend approximately $2.0 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  approximately  90% 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.

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



                                       13
<PAGE>

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.

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.
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.



                                       14
<PAGE>

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 $0.5 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  -  Cash  and  equivalents  and  short-term
investments  were $12.2 million at March 31, 1999,  representing  an increase of
$2.8 million from September 30, 1998. The increase is a result of cash generated
from  operations  primarily  due to  inventory  reductions  partially  offset by
payments  made on capital  leases and other debt and  purchases  of property and
equipment.

Accounts  receivable  increased  3.7% from  September 30, 1998 to March 31, 1999
while  revenues  increased  by 2.1%  during the same  period.  This  increase in
accounts  receivable is primarily due to timing of shipments  during the quarter
combined with effective  collection  efforts.  Inventories  decreased 56.7% from
September  30, 1998 to March 31, 1999.  This  decrease is due to  reductions  in
on-hand inventory quantities combined with additional  provisions for excess and
obsolete inventory. Inventory management remains an area of focus as the Company
balances the need to maintain  strategic  inventory levels to ensure competitive
lead times versus the risk of inventory obsolescence because of rapidly changing
technology and customer requirements.

Accounts  payable and accrued  liabilities  decreased by 19.4% at March 31, 1999
from  September  30, 1998.  This decrease is primarily due to payment of accrued
invoices  relating to the  Company's  expansion  of its  Milpitas  manufacturing
facility during the first quarter of fiscal 1999 combined with reduced inventory
purchases.

At March 31, 1999,  the Company had $5.0 million  outstanding  on  non-revolving
lease lines utilized for up to 100% of the value of financed equipment.  Amounts
drawn under this line represent three and five-year  capital leases.  There were
no material  outstanding  commitments  to purchase  capital assets and leasehold
improvements at March 31, 1999.

The  Company's  management  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.


                                       15
<PAGE>


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 March 31,  1999,  the fair  value of the  approximately  $2.7  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 March 31, 1999,  the Company had  approximately  $5.0 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 March  31,  1999,  the fair  value of these
foreign currency amounts would decline by an immaterial amount.




                                       16
<PAGE>

PART II - OTHER INFORMATION

ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The 1999 Annual Meeting of  Stockholders  of the Company  ("Annual  Stockholders
Meeting") was held on January 22, 1999, in Milpitas,  California.  At the Annual
Stockholders  Meeting the stockholders elected members of the Company's Board of
Directors;  amended the 1995  Equity  Incentive  Plan to increase  the number of
shares of Common Stock  reserved for issuance by 1,000,000  shares;  amended the
1995  Directors  Stock  Option Plan to  increase  the number of shares of Common
Stock reserved for issuance  thereunder from 150,000 to 250,000,  an increase of
100,000 shares; and ratified the Company's  appointment of Deloitte & Touche LLP
as independent auditors.

The vote for nominated directors was as follows:

          Nominee                  In Favor              Withheld
----------------------------  -------------------  ---------------------
Chuck K. Chan                     7,789,922              670,875
James V. Diller                   7,824,480              636,317
B. Yeshwant Kamath                7,791,180              669,617
Alan V. King                      7,782,280              678,517

The results of voting for approval of an amendment to the 1995 Equity  Incentive
Plan to increase the number of shares reserved for issuance by 1,000,000  shares
were:

                                                                    Broker
       For                  Against              Abstain          Non-Votes
-------------------     -----------------     --------------    ---------------
    3,190,526              1,618,370             39,486           3,612,415

The results of voting for approval of an amendment to the 1995  Directors  Stock
Option  Plan to  increase  the  number of shares of Common  Stock  reserved  for
issuance thereunder from 150,000 to 250,000, an increase of 100,000 shares were:

                                                                    Broker
       For                  Against              Abstain          Non-Votes
-------------------     -----------------     --------------    ---------------
    4,253,985               659,144              40,796           3,506,872

The results of voting for  ratification  of appointment of Deloitte & Touche LLP
as independent auditors for the Company for the next fiscal year were:

       For                  Against              Abstain
-------------------     -----------------     --------------
    8,418,657                25,600              16,540


ITEM 5. - OTHER INFORMATION

In November 1998,  David O'Brien,  the Company's  President and Chief  Executive
Officer resigned from the Company.  On April 29, 1999 the Company announced that
James V. Diller,  Director  and Chairman of the Board,  accepted the position of
Chairman,   President  and  Chief  Executive  Officer,  a  position  Mr.  Diller
previously held on an interim basis. 


                                       17
<PAGE>

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 March
         31, 1999



                                       18
<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: May 14, 1999               By: /s/ Ephraim Kwok                
                                 -------------------------------------------
                                 Ephraim Kwok
                                 Chief Financial Officer (duly authorized 
                                 officer and principal financial officer)



                                       19
<PAGE>


                                  EXHIBIT INDEX

Exhibit

27.1     Financial Data Schedule






                                       20