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






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

For the quarterly period ended June 30, 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. 0-26690

                           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 August 2, 1998,  9,181,034 shares of the Registrant's  Common Stock, $0.01
par value, were issued and outstanding.
<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



<TABLE>
                           ELANTEC SEMICONDUCTOR, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)
<CAPTION>
                                                  Three Months Ended      Nine Months Ended
                                                        June 30,               June 30,
                                                  -------------------    -------------------
                                                    1998       1997        1998       1997
                                                  --------   --------    --------   --------
<S>                                               <C>        <C>         <C>        <C>     
Net revenues                                      $ 11,815   $  9,195    $ 34,709   $ 25,690
Cost of revenues                                     6,123      5,223      17,980     14,737
                                                  --------   --------    --------   --------
   Gross profit                                      5,692      3,972      16,729     10,953


Operating expenses:
   Research and development                          1,997      1,787       5,409      4,723
   Marketing, sales, general and administrative      2,440      2,196       7,575      6,479
                                                  --------   --------    --------   --------
   Total operating expenses                          4,437      3,983      12,984     11,202
                                                  --------   --------    --------   --------


Income (loss) from operations                        1,255        (11)      3,745       (249)
Interest and other, net                                 14        123         252        326
                                                  --------   --------    --------   --------
Income before taxes                                  1,269        112       3,997         77
Provision for taxes on income                          101         14         319         10
                                                  --------   --------    --------   --------
Net income                                        $  1,168   $     98    $  3,678   $     67
                                                  ========   ========    ========   ========



Net income per share:
       Basic                                      $   0.13   $   0.01    $   0.40   $   0.01
                                                  ========   ========    ========   ========
       Diluted                                    $   0.12   $   0.01    $   0.38   $   0.01
                                                  ========   ========    ========   ========



Shares used in computing per share amounts:
       Basic                                         9,170      8,962       9,119      8,842
                                                  ========   ========    ========   ========
       Diluted                                       9,769      9,239       9,732      9,271
                                                  ========   ========    ========   ========
<FN>
See accompanying notes to the condensed consolidated financial statements.
</FN>
</TABLE>


                                                                               3
<PAGE>
<TABLE>
                           ELANTEC SEMICONDUCTOR, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
<CAPTION>
                                                                     June 30,  September 30,
                                                                       1998       1997 (1)
                                                                     -------      ------- 
                                                                   (Unaudited)            
<S>                                                                  <C>          <C>     
Assets:
Current assets:                                                                           
   Cash and cash equivalents                                         $ 8,247      $ 9,839 
   Short-term investments                                              2,649        6,089 
   Accounts receivable, net                                            5,104        3,315 
   Inventories                                                         9,947        7,369 
   Prepaid expenses and other current assets                             580          627 
                                                                     -------      ------- 
Total current assets                                                  26,527       27,239 
                                                                                          
Property and equipment, net                                           18,225        9,230 
Other assets, net                                                        708          622 
                                                                     -------      ------- 
Total assets                                                         $45,460      $37,091 
                                                                     =======      ======= 
                                                                                          
Liabilities and Stockholders' Equity:                                                     
Current liabilities:                                                                      
   Accounts payable and accrued liabilities                          $ 8,262      $ 5,367 
   Deferred revenue                                                    3,174        2,094 
   Current portion of long-term debt and capital lease obligations     1,434        1,491 
                                                                     -------      ------- 
Total current liabilities                                             12,870        8,952 
                                                                                          
Long-term debt and capital lease obligations                           3,861        3,336 
                                                                                          
Stockholders' equity                                                  28,729       24,803 
                                                                                          
                                                                     -------      ------- 
Total liabilities and stockholders' equity                           $45,460      $37,091 
                                                                     =======      ======= 

<FN>
(1)  The  information  in this column was  derived  from the  Company's  audited
     consolidated financial statements at September 30, 1997.


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

                                                                               4
<PAGE>
                           ELANTEC SEMICONDUCTOR, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)


                                                        Nine Months Ended
                                                             June 30,
                                                        ------------------
                                                          1998      1997
                                                        -------    -------
Operating activities:
Net income                                              $ 3,678    $    67
Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
      Depreciation and amortization                       1,871      1,456
      Changes in operating assets and liabilities:
          Accounts receivable                            (1,789)       825
          Inventories                                    (2,578)      (715)
          Prepaid expenses and other current assets          47         (2)
          Accounts payable and accrued liabilities        2,895     (1,168)
          Deferred revenue                                1,080       (473)
                                                        -------    -------
Net cash provided by (used in) operating activities       5,204        (10)

Investing activities:
Sale/maturity of available-for-sale securities            3,440        699
Purchase of property and equipment                       (9,245)      (143)
Decrease (increase) in other assets                         (86)        85
                                                        -------    -------
Net cash provided by (used in) investing activities      (5,891)       641

Financing activities:
Payments on capital lease and other debt                 (1,153)      (975)
Issuance of common stock                                    248        120
                                                        -------    -------
Net cash provided by (used in) financing activities        (905)      (855)

Decrease in cash and cash equivalents                    (1,592)      (224)
Cash and cash equivalents at beginning of period          9,839      9,377
                                                        -------    -------
Cash and cash equivalents at end of period              $ 8,247    $ 9,153
                                                        =======    =======

Supplemental disclosures of cash flow information:
Lease and installment financing for capital equipment   $ 1,621    $ 2,952
Interest paid                                           $   165    $   193
Taxes paid                                              $   140    $    50


See accompanying notes to the condensed consolidated financial statements.
                                                                               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 nine months ended June 30, 1998
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, 1997.

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

NOTE 2.  USE OF ESTIMATES

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

NOTE 3. CASH AND CASH EQUIVALENTS

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

NOTE 4. SHORT-TERM INVESTMENTS

The  Company's  policy is to  invest  in  various  short-term  instruments  with
investment  grade credit ratings.  Generally such  investments  have contractual
maturity of less than one year. All of the Company's marketable  investments are
classified   as   "available-for-sale"    and   the   Company   classifies   its
available-for-sale  portfolio as available for use in its current operations. At
June 30, 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:

                                      June 30,           September 30,
                                       1998                  1997
                                  -----------------    ------------------
      Raw materials                     $      417          $       431
      Work-in-process                        8,141                5,039
      Finished goods                         1,389                1,899
                                  -----------------    ------------------
                                        $    9,947          $     7,369
                                  =================    ==================

NOTE 6. NET INCOME PER SHARE

Beginning  in the first  quarter  ending  December  31, 1997  (Q198),  Financial
Accounting Standards No. 128 "Earnings Per Share" (FAS 128) required the Company
to change the method used to compute earnings per share and to restate all prior
periods.  Under the new requirements  for calculating  basic earnings per share,
the dilutive effect of stock options and other potentially dilutive common share
equivalents is excluded. However, diluted earnings per share is analogous to the
methodology  the  Company  used in past  earnings  per  share  reporting  and is
calculated  based on the weighted  average number of common and dilutive  common
share  equivalents  outstanding using the treasury stock method.  Thus,  diluted
income  per share is the same  number the  Company  previously  reported  as net
income per share.

<TABLE>
The following table sets forth the computation of basic and diluted earnings per
share:
<CAPTION>
                                                                 Three Months Ended         Nine Months Ended
                                                                       June 30,                 June 30,
                                                               -----------------------    --------------------
                                                                   1998        1997          1998       1997
                                                               -----------  ----------    ---------  ---------
<S>                                                            <C>            <C>         <C>        <C>      
Numerator for basic and diluted net income per share:
    Net income                                                 $    1,168     $     98    $   3,678  $      67
                                                               ===========  ==========    =========  =========

Denominator:
     Denominator for basic net income per
        share -- weighted average shares                            9,170        8,962        9,119      8,842
     Effect of dilutive securities:
           Common stock options                                       599          277          613        429
                                                               -----------  ----------    ---------  ---------

     Denominator for diluted earnings per share                     9,769        9,239        9,732      9,271
                                                               ===========  ==========    =========  =========

Basic net income per share                                     $     0.13     $   0.01    $    0.40  $    0.01
                                                               ===========  ==========    =========  =========

Diluted net income per share                                   $     0.12     $   0.01    $    0.38  $    0.01
                                                               ===========  ==========    =========  =========
</TABLE>
                                                                               7
<PAGE>
NOTE 7.  RECENT ACCOUNTING PRONOUNCEMENTS

Capital  Structure.  In February  1997,  the FASB issued  Statement of Financial
Accounting   Standards  No.  129,   "Disclosure  of  Information  about  Capital
Structure"  (FAS 129).  FAS 129  consolidates  the existing  guidance  regarding
disclosure relating to a company's capital structure and is effective for fiscal
years  beginning  after  December 15, 1997.  Adoption of FAS 129 will not have a
material impact on the Company's consolidated financial statements.

Comprehensive  Income.  In June 1997,  the FASB issued  Statement  of  Financial
Accounting  Standards No. 130, "Reporting  Comprehensive  Income" (FAS 130). FAS
130 establishes  standards for the reporting and display of comprehensive income
and its components in a full set of general purpose financial  statements and is
effective  for fiscal years  beginning  after  December  15,  1997.  The Company
believes  that  adoption  of FAS 130  will  not have a  material  impact  on the
Company's consolidated financial statements.

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 will change the way companies  report
selected segment  information in annual financial  statements and requires those
companies to report selected segment information in interim financial reports to
stockholders. FAS 131 is effective for fiscal years beginning after December 15,
1997. The Company has not completed the  determination  of the impact of the new
rule on the Company's consolidated financial statements.
                                                                               8
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Except  for  the  historical   information   contained  herein,   the  Company's
performance  for the fiscal 4th quarter of 1998,  certain  matters  discussed in
this Form  10-Q,  including  discussions  related to the  discontinuance  of the
Company's  military  and  commercial  hybrid  products,  manufacturing  capacity
expansion  and  the  development   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  1997  Form 10-K  filed  with the  Securities  and
Exchange Commission.

<TABLE>
The table below  states the income  statement  items for the three  months ended
June  30,  1998  and 1997 as a  percentage  of net  revenues  and  provides  the
percentage change in absolute dollars from the previous year:
<CAPTION>
                                Three          Three                      Nine            Nine
                            Months Ended   Months Ended    Dollar %   Months Ended    Months Ended   Dollar %
                            June 30, 1998  June 30, 1997    Change    June 30, 1998  June 30, 1997    Change
                            -------------- --------------  ---------  -------------- --------------- ----------
<S>                            <C>            <C>            <C>         <C>             <C>            <C>
Net revenues                   100.0%         100.0%         28%         100.0%          100.0%         35%
Cost of revenues                51.8%          56.8%         17%          51.8%          57.4%          22%
Gross profit                    48.2%          43.2%         43%          48.2%          42.6%          53%

Operating expenses:
   Research and development     16.9%          19.4%         12%          15.6%          18.4%          15%
   Marketing, sales, general
   and administrative           20.7%          23.9%         11%          21.8%          25.2%          17%
</TABLE>

Results of  Operations  - During the third fiscal  quarter of 1998,  the Company
generated  net  revenues  of $11.8  million,  an  increase  of 28% from the $9.2
million  reported  in the same  quarter  of the  previous  year.  For the  first
nine-months  of fiscal 1998 net revenue  was $34.7  million,  an increase of 35%
from the $25.7  million  reported in the  corresponding  period of fiscal  1997.
These increases were attributed to overall  increases in unit sales volumes in a
majority of the Company's product lines.

Cost of goods  sold was 52% of net sales for the third  quarter  and first  nine
months of fiscal 1998, this compares to 57% for the same periods of fiscal 1997.
These  decreases  in cost  and  corresponding  increase  in  gross  margin  were
primarily due to improved manufacturing variances,  offset in part by provisions
to increase inventory reserves.

Research and  development  expenses  increased  $0.2 million or 12% in the third
quarter of 1998 when  compared to the third  quarter of 1997.  This  increase is
primarily due to costs associated with increased  engineering  headcount and the
initial  production  cost  associated  with  new  dielectric  isolation  process
technology  in the  Company's  fabrication  facility.  Research and  development
expenses increased $0.7 million or 15% during the first nine months of 1998 when
compared to the first nine months of 1997. As a percentage of revenues, research
and development expenses decreased from 19% to 17% for the third quarter of 1998
and  decreased  from 18% to 16% of net  revenues  for the first  nine  months of
fiscal 1998.  These decreases,  as a percentage of net revenues,  reflect higher
net  revenues  in the third  quarter  and  first  nine  months  of fiscal  1998.
Management expects research and development expenses, in absolute
                                                                               9
<PAGE>
dollars,  to  increase  as the  Company  develops  silicon  on  insulator  (SOI)
technology (see discussion below).  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  increased  $0.2
million or 11% in the third  quarter of 1998 when  compared to the third quarter
of 1997, and increased  $1.1 million or 17% for the first  nine-months of fiscal
1998 when compared to the first nine-months of fiscal 1997. These increases were
due  to   increased   expenses   related  to   commissions   to  outside   sales
representatives,   travel,   advertising,   legal,   accounting  services,   and
recruiting. As a percentage of net revenues,  marketing, selling and general and
administrative  expenses decreased to 21% and 22%,  respectively,  for the third
quarter  and first nine  months of fiscal  1998,  compared to 24% and 25% of net
revenues  in the third  quarter  and first  nine  months of fiscal  1997.  These
decreases as a percentage  of net  revenues  reflect  higher net revenues in the
third quarter and nine-months of fiscal 1998.

The  Company's  provision for income taxes for the first  nine-months  of fiscal
1998 are lower than the statutory  rate,  principally  due to the benefit of net
operating loss and tax credit carry  forwards  offset by state taxes and foreign
withholding taxes.

In July 1997, the Company  announced that it would  discontinue its military and
commercial  hybrid  product.  This product line  accounted  for 8.9% and 8.5% of
product  revenues  during  the third  quarters  of 1998 and 1997,  respectively.
Orders for these discontinued  products were accepted through the middle of 1998
with last  shipments  from the factory  extending  throughout  fiscal 1999.  The
Company  expects  higher gross margins from last-buy  orders during fiscal 1998.
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.

Factors  Affecting Future Results - Looking forward to the fiscal fourth quarter
1998,  management of the Company  expects  revenues to be impacted by an overall
weak demand for analog semiconductor  products.  Weaker demand for the Company's
core  products will be partially  offset by increases in the  Company's  optical
storage products. In addition, management expects overall margins to decline due
to  changing   product  mix,   pricing   pressures  and   under-utilization   of
manufacturing  capacity  as the  Company  adjusts  production  to meet  weakened
product demands.  However,  the Company believes the long-term prospects for the
business are good, and the Company has invested in manufacturing infrastructure,
business  software  systems and technical  talent that will allow the Company to
exploit its opportunities.

The  Company  sells its  products to  distributors  and  manufacturers  in Asian
countries that are currently  experiencing  an economic  recession.  The Company
experienced  a  sequential  increase in revenues to these  countries  during the
third  quarter of fiscal  1998 and Company  does not expect  that the  financial
difficulties  experienced  in Asia will 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 has
developed internal capability for a number of these dielectric isolation process
steps and has secured an alternate  vendor for one key process step. The Company
has been informed that the current dielectric isolation foundry will discontinue
supplying this technology in the fourth fiscal quarter of 1998. As a
                                                                              10
<PAGE>
result of this information, the Company will convert production,  except for one
key process step, to its in-house capability during the fourth fiscal quarter of
1998.

To mitigate potential  problems during the transition of suppliers,  the Company
has increased its inventory of processed  dielectric  isolated wafers.  However,
there can be no assurance  that this  manufacturing  change can be  successfully
made in a timely manner or that the increased levels of dielectrically  isolated
wafers will be sufficient to meet the Company's requirements.  Products based on
dielectrically  isolated wafers represent a majority of the Company's  revenues.
Significant  delays in the  transition to the new supply of dielectric  isolated
wafers or manufacturing problems encountered with either the internal process or
the new supplier would have a material adverse effect on the Company's  business
and results of operations.

The  Company  is in the  process of an  extensive  production  expansion  at its
primary manufacturing facility in Milpitas, California. The facilities expansion
is  expected  to be  completed  late  in the  fourth  quarter  of  fiscal  1998.
Manufacturing  is scheduled  to be  phased-in  through the first two quarters of
fiscal 1999.  This will result in a significant  increase in fixed and operating
expenses,  which could reduce gross  margins.  Specifically,  the Company  could
incur  substantial  operating  costs and  depreciation  expense  relating to the
expanded  facility  before  production  of  substantial  volume is achieved.  If
revenue levels of products manufactured in the expanded facility do not increase
sufficiently to offset these  additional  expense  levels,  or if the Company is
unable to achieve  gross  margins  greater than or  comparable  to the Company's
current products, the Company's future results of operations could be materially
adversely  impacted.  Additionally,  the project  faces a number of  substantial
risks   including,   but  not  limited  to,  project   termination,   delays  in
construction,  cost  overruns,  equipment  delays  or  shortages,  manufacturing
start-up  or  process  problems,  or  difficulties  in hiring key  managers  and
technical personnel.

The   semiconductor   industry  is  extremely  capital   intensive.   To  remain
competitive,  the Company  must  continue  to invest in  advanced  manufacturing
equipment and process technologies.  The Company expects to expend approximately
$0.5  million  on capital  expenditures  during the  remainder  of fiscal  1998.
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  costs  associated  with  the
Company's  new Milpitas  wafer  fabrication  facility  will 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  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.  There can be no  assurance  that  bonded  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
                                                                              11
<PAGE>
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,  changes  to its  process
technologies, ramping production, installing new equipment at its facilities and
constructing new facilities in Milpitas, California.

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 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  initiated a Year 2000  remediation  plan during fiscal 1997 to make
the Company's  primary and ancillary  information  systems Year 2000  compliant.
This plan includes the implementation of  manufacturing-execution  and financial
applications  software  that is Year 2000  compliant.  The new software has been
purchased  and a majority  of the  project has  already  been  implemented.  The
Company
                                                                              12
<PAGE>
expects the implementation will be completed by the end of the fourth quarter of
fiscal 1999.  However, if the Year 2000 plan is not completed on a timely basis,
the Year 2000  issue  could  have a  material  impact on the  operations  of the
Company.  There can be no assurance that the systems of other companies on which
the Company's systems rely will be timely converted, or that any such failure to
convert by another  company  would not have an adverse  effect on the  Company's
systems.

The  Company  has  initiated  formal  communications  with  all its  significant
suppliers  and will be  working  with  them to  ensure  that  they are Year 2000
compliant.

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.

The cost of  implementing  such a plan is being funded by income from operations
and capital leases and is not expected to be material to the Company's operating
results.  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.
Specific factors that might cause such material differences include, but are not
limited to, the  availability  and cost of personnel  trained in this area,  the
ability  to  locate  and  correct  all  relevant  computer  codes,  and  similar
uncertainties.

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  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 $10.9 million at June 30, 1998, a decrease of $5.0 million from
September  30, 1997.  The decrease is primarily a result of cash  outflows  from
investing  activities,  including  capital  expenditures of  approximately  $5.9
million,  and cash outflows from  financing  activities,  including  payments on
capital  leases  and other  debt,  of  approximately  $0.9  million.  These cash
outflows were partially offset by cash generated by operations of $5.2 million.

Accounts  receivable  increased  54.0% from  September 30, 1997 to June 30, 1998
while  revenues  grew by 35.0% during the same period.  This increase was due to
increased volumes of product shipped during the first nine months of fiscal 1998
combined  with an  unusually  high  collection  rate during the last  quarter of
fiscal  1997.  Inventories  increased  35.0%  from  September  30,  1997 to June
30,1998. This increase is due to a number of factors including,  but not limited
to, purchase of additional  dielectric  isolation processed materials to protect
against  production  interruption  as the  Company  brings the  majority of that
process  in-house,  and taking delivery of purchased  foundry wafers.  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.
                                                                              13
<PAGE>
Accounts  payable and accrued  liabilities  increased  by 53.9% at June 30, 1998
over  September  30, 1997.  This  increase is primarily  due to unpaid  invoices
relating to the Company's  expansion of its Milpitas  manufacturing  facility at
June 30,  1998.  Deferred  revenue  increased by 51.6%  primarily  due to higher
deferred revenues on distributor sales.

At June 30, 1998 there was  approximately  $3.1 million  available  credit under
lease lines.  There were outstanding  commitments to purchase capital assets and
leasehold  improvements  of  approximately  $0.3 million at June 30,  1998.  The
Company  expects to expend  approximately  $0.5 million on capital  expenditures
during the remainder of fiscal 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.
                                                                              14
<PAGE>
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

                                                                              15
<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 Form 8-K on May 29, 1998  covering  the changes in
         Registrant's Certifying Accountant.


                                                                              16
<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: August 13, 1998       By: /s/ Ephraim Kwok
                                ----------------
                            Ephraim Kwok
                            Chief Financial Officer (duly authorized officer and
                            principal financial officer)
                                                                              17
<PAGE>
                                  EXHIBIT INDEX

Exhibit
-------

27.1          Financial Data Schedule


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