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 December 31, 1998

[ ] 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 January 31, 1999, 9,203,293 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......................................9

     Item 3. Quantitative and Qualitative Disclosures About Market Risk.......15

PART II      OTHER INFORMATION

     Item 6. Exhibits and Reports on Form 8-K.................................16

             Signatures.......................................................17

                                       2

<PAGE>


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


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


                                                          Three Months Ended
                                                        ----------------------
                                                       December 31   December 31
                                                          1998          1997
                                                        --------      --------
Net revenues                                            $ 10,653      $ 11,234
Cost of revenues                                           6,401         5,858
Cost of revenues - inventory write-down                    1,008             0
                                                        --------      --------
Gross profit                                               3,244         5,376

Operating expenses:
   Research and development                                1,711         1,642
   Marketing, sales, general and administrative            2,429         2,587
   Restructuring and other non-recurring charges          12,009             0
                                                        --------      --------
Total operating expenses                                  16,149         4,229
                                                        --------      --------

Income (loss) from operations                            (12,905)        1,147
Interest and other income (expense), net                      (8)          116
                                                        --------      --------
Income (loss) before taxes                               (12,913)        1,263
Provision (benefit) for income taxes                      (4,889)          126
                                                        --------      --------
Net income (loss)                                       $ (8,024)     $  1,137
                                                        ========      ========

Earnings (loss) per share:
     Basic                                              $  (0.87)     $   0.13
                                                        ========      ========
     Diluted                                            $  (0.87)     $   0.12
                                                        ========      ========

Shares used in computing per share amounts:
     Basic                                                 9,197         9,062
                                                        ========      ========
     Diluted                                               9,197         9,623
                                                        ========      ========


See accompanying notes to the condensed consolidated financial statements.


                                       3

<PAGE>


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


                                                            Dec. 31     Sept. 30
                                                             1998(1)     1998(2)
                                                            -------      -------
Assets:
Current assets:
   Cash and cash equivalents                                $ 5,848      $ 5,815
   Short-term investments                                     3,232        3,651
   Trade receivables                                          3,898        5,207
   Inventories                                                6,301        9,059
   Deferred income taxes                                      3,820        3,367
   Prepaid expenses and other current assets                    523          600
                                                            -------      -------
Total current assets                                         23,622       27,699

Property and equipment, net                                   8,781       18,625
Other assets                                                    501          657
Noncurrent deferred income taxes                              4,999          563
                                                            -------      -------
Total assets                                                $37,903      $47,544
                                                            =======      =======

Liabilities and stockholders' equity:
Current liabilities:
   Accounts payable and accrued liabilities                 $ 4,452      $ 6,808
   Deferred revenue                                           2,382        2,626
   Current portion of long-term obligations                   1,402        1,480
                                                            -------      -------
Total current liabilities                                     8,236       10,914

Long-term obligations                                         5,419        4,354

Stockholders' equity                                         24,248       32,276
                                                            -------      -------
Total liabilities and stockholders' equity                  $37,903      $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>
                                                                                                          Three Months Ended
                                                                                                              December 31,
                                                                                                    -------------------------------
                                                                                                      1998                   1997
                                                                                                    --------               --------
<S>                                                                                                 <C>                    <C>     
Operating activities:
Net income (loss)                                                                                   $ (8,024)              $  1,137
Adjustments to reconcile net income to net cash
   provided by operating activities:
      Depreciation and amortization                                                                      737                    618
      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                                                                          1,309                   (782)
          Inventories                                                                                  1,750                    (59)
          Prepaid expenses and other current assets                                                       77                     29
          Accounts payable and accrued liabilities                                                    (2,356)                    19
          Deferred revenue                                                                              (244)                   586
                                                                                                    --------               --------
Net cash provided by operating activities                                                                458                  2,095

Investing activities:
Sale/maturity (purchase) of available-for-sale securities                                                419                 (2,219)
Purchase of property and equipment                                                                      (531)                (1,378)
Decrease in other assets                                                                                 118                     16
                                                                                                    --------               --------
Net cash provided by (used in) investing activities                                                        6                 (3,581)

Financing activities:
Payments on capital lease and other debt                                                                (431)                  (393)
Issuance of common stock                                                                                   0                     77
                                                                                                    --------               --------
Net cash provided by (used in) financing activities                                                     (431)                  (317)

Increase (decrease) in cash and cash equivalents                                                          33                 (1,803)
Cash and cash equivalents at beginning of period                                                       5,815                  9,839
                                                                                                    --------               --------
Cash and cash equivalents at end of period                                                          $  5,848               $  8,036
                                                                                                    ========               ========

Supplemental disclosures of cash flow information:
Interest paid                                                                                       $    113               $    103
Taxes paid                                                                                          $    220               $     25

<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 months ended December 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
December 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                                          $  561         $  498
Work-in-process                                         3,589          6,481
Finished goods                                          2,151          2,080
                                                       ------         ------
                                                       $6,301         $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
                                                                                                              December 31,
                                                                                                     -------------------------------
                                                                                                       1998                    1997
                                                                                                     ---------                ------
<S>                                                                                                  <C>                      <C>   
Numerator for basic and diluted net income per share:
    Net income                                                                                       $  (8,024)               $1,137
                                                                                                     =========                ======

Denominator:
     Denominator for basic earnings (loss) per share - weighted average shares                           9,197                 9,062
     Effect of dilutive securities:
           Common stock options                                                                           --                     561
                                                                                                     ---------                ------

     Denominator for diluted earnings (loss) per share                                                   9,197                 9,623
                                                                                                     =========                ======

Basic earnings (loss) per share                                                                      $   (0.87)               $ 0.13
                                                                                                     =========                ======

Diluted earnings (loss) per share                                                                    $   (0.87)               $ 0.12
                                                                                                     =========                ======
</TABLE>


At December 31, 1998,  outstanding options to purchase 1,953,391 of common stock
at prices  ranging from $0.20 to $9.00 were  excluded  from the  computation  of
diluted net income per share because the effect of the conversion of the options
reduces the loss per share and is therefore, antidilutive. At December 31, 1997,
outstanding  options to purchase 388,632 shares at exercise prices between $0.20
to $6.13 were excluded from the  computation  of diluted net income per share as
the option price was greater than the average  market price of the common shares
as of such dates and, therefore,  would be antidulutive 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 have
generally been reported in the consolidated  statement of shareholders'  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  shareholders'  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 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.  In response to
this shift in product mix, the Company  evaluated  its  long-term  manufacturing
strategy  and  concluded  that,  based on  current  projections,  this trend was
expected to continue.

During  the  quarter,  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 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 the change in strategy,  the Company
engaged  independent  consulting  firms to analyze the anticipated  cash flow as
well as the fair  value  of the  assets  its  Milpitas,  California  fabrication
facility.  The studies  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 impairment of
$11.1 million to reduce the carrying value of its internal  fabrication facility
based on valuations performed.

                                       8

<PAGE>




<TABLE>
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. Cash
payments  related to these  activities  are expected to be $0.5 million and $0.3
million in fiscal 1999 & 2000, respectively.  The following table summarizes the
restructuring and other charges in thousands.

<CAPTION>
                                                             Total         Expected      Balance at      Expected       Balance at
                                                         Restructuring        in          Sep. 30,          in           Sep. 30,
                                                             Charge          1999           1999           2000             2000
                                                             -------        -------        -------        -------        -----------
<S>                                                          <C>            <C>            <C>            <C>            <C>      
Asset impairment                                             $11,090        $11,090        $  --          $  --          $      --
Write-down of inventory                                        1,008          1,008           --             --                 --
Payments to employees
   involuntarily terminated                                      638            357            281            281               --
Write-down of patents                                            174            174           --             --                 --
Legal Settlement                                                 107            107           --             --                 --
                                                             -------        -------        -------        -------        -----------

Total                                                        $13,017        $12,736        $   281        $   281        $      --
                                                             =======        =======        =======        =======        ===========
</TABLE>

                                        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.

Restructuring  and other  non-recurring  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.  In response to this shift in product mix, the
Company evaluated and changed its long-term manufacturing strategy and concluded
that, based on current projections, this trend was expected to continue.

Due to the  aforementioned  over-capacity and change in strategy,  the Company's
restructuring  activities  consisted  primarily  of  a  write  down  of  certain
equipment,  a write-down  of  inventory,  severance  costs,  and a write-down of
previously capitalized patent costs. These actions resulted in pretax charges of
$12.0  million to  operating  expenses  and $1.0  million to cost of goods sold.
Approximately  $12.6  million was utilized in the first  quarter of fiscal 1999.
Approximately  $0.1  million  and  $0.3  million  will be  utilized  during  the
remainder of fiscal 1999 and fiscal 2000, respectively.

<TABLE>
Results of  Operations - The table below states the income  statement  items for
the  three  months  ended  December  31,  1998 and 1997 as a  percentage  of net
revenues  and  provides  the  percentage  change in  absolute  dollars  from the
previous year:

<CAPTION>
                                                            Three              Three
                                                         Months Ended      Months Ended      Dollar %
                                                        Dec. 31, 1998      Dec. 31, 1997      Change
                                                       ----------------- ------------------ -----------
<S>                                                         <C>               <C>              <C> 
Net revenues                                               100.0%             100.0%           (5)%
Cost of revenues                                            60.1%              52.1%            9%
Cost of revenues-inventory write-down                        9.5%               --             --
Gross profit                                                30.4%              47.9%          (40)%

Operating expenses:
   Research and development                                 16.1%              14.6%            4%
   Marketing, sales, general and administrative             22.8%              23.0%            6%
   Restructuring and other non-recurring charges           112.7%               --             --
</TABLE>

                                                   10

<PAGE>


During the first quarter of fiscal 1999,  the Company  generated net revenues of
$10.7  million,  a decrease  of 5% from the $11.2  million  reported in the same
quarter of the previous  year.  This  decrease  was due  primarily to lower unit
shipments,   while  the  average   selling   price  was   relatively   constant.
International  revenues  were 56% of total  revenues,  compared  to 57% of total
revenues  for the first  quarter of fiscal 1998.  The decrease in  international
revenue was primarily due to continued weak demand in Asian countries other than
Japan.  Domestic  revenues were relatively flat at 44% and 43% of total revenues
for the first quarter of fiscal 1999 and 1998, respectively.

Cost of goods  sold was 70% of net sales for the first  quarter  of fiscal  1999
compared  to 52% for the same period of fiscal  1998.  During the  quarter,  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
goods sold.  Without this  non-recurring  charge,  cost of goods sold would have
been 60% of net  revenues as compared to 52% during the first  quarter of fiscal
1998. This increase,  and  corresponding  decrease in gross margin, is primarily
due 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 4% and 8% of product
revenues  during the first quarters of 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.  However,  the Company does not expect the  discontinuance of this product
line to have a  material  impact  on the  Company's  fiscal  1999  results  from
operations.

Research and development  expenses of $1.7 million  increased $0.1 million or 4%
in the first quarter of 1999 when  compared to the first  quarter of 1998.  This
increase  is  primarily  due to  costs  associated  with  increased  engineering
headcount.  As a percentage  of  revenues,  research  and  development  expenses
increased  from 15% to 16% for the first quarter of 1999  primarily due to lower
revenues during the first quarter of fiscal 1999.

Marketing,  selling  and  general and  administrative  expenses of $2.4  million
decreased  $0.2 million for the first quarter of 1999 when compared to the first
quarter of 1998. This decrease is primarily due to lower sales  commissions from
lower sales during the current fiscal quarter.  As a percentage of net revenues,
marketing,  selling and general and administrative expenses were flat at 23% for
the first quarter of fiscal 1999 and 1998.

During the first  quarter of fiscal 1999 the Company  evaluated  and changed its
long-term manufacturing strategy and, as a result of this change, 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 loss for the first quarter was $8.0 million,  or $0.87 per share,  including
the previously discussed restructuring and other non-recurring pretax charges of
$13.0 million.  Excluding

                                       11

<PAGE>


restructuring  and other  non-recurring  charges,  first  quarter  pro forma net
income  was $0.1  million  or $0.01 per  share  compared  to net  income of $1.1
million or $0.13 per basic and $0.12 per diluted  share for the first quarter of
fiscal 1998.

Factors   Affecting   Future  Results  -  The  Company  sells  its  products  to
distributors   and   manufacturers   in  Asian   countries  that  are  currently
experiencing an economic recession.  The Company experienced a slight sequential
increase in revenues to these countries  during the first quarter of fiscal 1999
and the Company does not expect that the financial  difficulties  experienced 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 financial 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. The Company has developed internal capability for
a number  of  these  dielectric  isolation  process  steps  and has  secured  an
alternate vendor for one key process step. Currently,  the Company processes all
dielectric  isolated  wafer steps except one  out-sourced  step.  The  Company's
results  of  operations  would  be  adversely  affected  if the  supply  of this
out-sourced process step is interrupted.

In November 1998,  David O'Brien,  the Company's  President and Chief  Executive
Officer  resigned  from the Company.  The Company is currently  searching  for a
replacement.  However there can be no assurance that a qualified  candidate will
be hired in the near  future.  James V.  Diller,  Director  and  Chairman of the
Board, is acting as President and Chief Executive Officer in the interim.

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.

The Company expects to expend approximately $1.0 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,  process technology and start-up require significant  research and
development  expenditures.  However,  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

                                       12

<PAGE>


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
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 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  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 and damages 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

                                       13

<PAGE>


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 in  particular.
These factors may 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 has been  implemented and the Company is in the process of installing a
manufacturing-execution  software  upgrade.  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's  current revenue is generated from products that will not generate
any product warranty or product defect liability issues related to the year 2000
compliance.  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 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 and the date on which the Company believes it will
complete the year 2000  modification  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

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<PAGE>


and costs of raw materials,  reliance on 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 $9.1 million at December 31, 1998,  representing a decrease of
$0.4 million from September 30, 1998. The decrease is primarily a result of cash
outflows  from  investing   activities,   including   capital   expenditures  of
approximately  $0.5  million,  and  cash  outflows  from  financing  activities,
including  payments on capital  leases and other  debt,  of  approximately  $0.4
million.  These  cash  outflows  were  partially  offset  by cash  generated  by
operations of $0.5 million.

Accounts receivable decreased 22.7% from September 30, 1998 to December 31, 1998
while  revenues  declined by only 7.4% during the same period.  This decrease is
primarily due to timing of shipments  during the quarter combined with effective
collection  efforts.  Inventories  decreased  30.4% from  September  30, 1998 to
December 31, 1998. This decrease is due to additional  provisions for excess and
obsolete  inventory  combined with reductions in on-hand  inventory  quantities.
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 40.1% at December 31, 1998
over September 30, 1998. This decrease is primarily due to payment of previously
accrued   invoices   relating  to  the  Company's   expansion  of  its  Milpitas
manufacturing facility during the first quarter of fiscal 1999.

At December 31, 1998, the Company had a  non-revolving  lease line of credit for
up to $6.5  million,  which  can be  utilized  for up to 100%  of the  value  of
financed  equipment.  Amounts drawn under this line represent  five-year capital
leases. The non-revolving lease line of credit expires February 28, 1999 and the
Company  expects to renew the line.  At  December  31,  1998,  $3.9  million was
outstanding,  and approximately  $2.6 million remained available under the line.
There were no material  outstanding  commitments to purchase  capital assets and
leasehold improvements at December 31, 1998.

The  Company's  management  believes  that its  current  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.

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<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 December 31, 1998,  the fair value of the  approximately  $3.2 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 December 31, 1998, the Company had approximately  $5.4 million of outstanding
obligations  under capital lease  arrangements and long-term debt. If short-term
interest  rates were to  increase  10  percent,  the  increased  lease  payments
associated  with  these  arrangements  would not have a  material  impact on the
Company's net income or cash flows,  as these  borrowings do not carry  variable
interest rates. 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 December  31, 1998,  the fair value of these
foreign currency amounts would decline by an immaterial amount.

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<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 a Current  Report with the  Securities  and Exchange
         Commission  on November  12,  1998  related to the  resignation  of its
         former President and Chief Executive Officer, David O'Brien.

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<PAGE>


SIGNATURES


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

ELANTEC SEMICONDUCTOR, INC.
(Registrant)


Date: February 12, 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