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, 2000

[ ] 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, 2001,  22,355,454  shares of the  Registrant's  Common  Stock,
$0.01 par value, were issued and outstanding.

                                       1
<PAGE>

                                TABLE OF CONTENTS




                                                                            Page

PART I       FINANCIAL INFORMATION

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

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

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

   Item 3.   Quantitative and Qualitative Disclosures About Market Risk......23

PART II      OTHER INFORMATION

   Item 4.   Submission of Matters to a Vote of Security Holders.............24

   Item 6.   Exhibits and Reports on Form 8-K................................25

             Signatures......................................................26

                                       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)


<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                       December 31,
                                                                            -----------------------------------
                                                                                 2000               1999
                                                                            --------------     --------------
<S>                                                                               <C>                 <C>
       Net revenues                                                               $ 40,712            $15,712
       Cost of revenues                                                             16,202              6,141
                                                                            --------------     --------------
       Gross profit                                                                 24,510              9,571

       Operating expenses:
          Research and development                                                   5,607              2,407
          Marketing, sales, general and administrative                               6,372              3,055
                                                                            --------------     --------------
       Total operating expenses                                                     11,979              5,462
                                                                            --------------     --------------

       Income from operations                                                       12,531              4,109
       Interest and other income, net                                                2,461                130
                                                                            --------------     --------------
       Income before taxes                                                          14,992              4,239
       Provision for income taxes                                                    5,247              1,479
                                                                            --------------     --------------
       Net income                                                                  $ 9,745             $2,760
                                                                            ==============     ==============

       Earnings per share:
            Basic                                                                   $ 0.44             $ 0.15
                                                                            ==============     ==============
            Diluted                                                                 $ 0.37             $ 0.13
                                                                            ==============     ==============

       Shares used in computing per share amounts:
            Basic                                                                   22,027             18,864
                                                                            ==============     ==============
            Diluted                                                                 26,036             22,362
                                                                            ==============     ==============
</TABLE>


See accompanying notes to the condensed consolidated financial statements.

                                       3
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                Dec. 31             Sept. 30
                                                                                2000(1)             2000(2)
                                                                           --------------     --------------
<S>                                                                              <C>                <C>
             Assets:
             Current assets:
                Cash and cash equivalents                                        $101,212           $159,531
                Short-term investments                                             71,460              1,023
                Trade receivables                                                  18,573             20,301
                Inventories                                                        13,235              9,552
                Deferred income taxes                                               4,026              4,038
                Prepaid expenses and other current assets                           1,487              7,056
                                                                           --------------     --------------
             Total current assets                                                 209,993            201,501

             Property and equipment, net                                           24,826             21,435
             Other assets                                                             815                820
             Non-current deferred income taxes                                      5,170              5,170
                                                                           --------------     --------------
             Total assets                                                        $240,804           $228,926
                                                                           ==============     ==============

             Liabilities and stockholders' equity:
             Current liabilities:
                Accounts payable and accrued liabilities                          $23,907            $19,605
                Deferred revenue                                                    3,159              3,977
                Current portion of capital lease obligations                        1,206              1,355
                                                                           --------------     --------------
             Total current liabilities                                             28,272             24,937

             Long-term capital lease obligations                                    1,358              1,572
             Other long-term liabilities                                            1,763              1,767

             Stockholders' equity:
                Common stock                                                          223                220
                Additional paid-in capital                                        191,470            190,851
                Deferred stock compensation                                       (4,516)            (4,767)
                Retained earnings                                                  24,131             14,386
                Accumulated other comprehensive loss                                 (23)               (40)
                Treasury stock at cost                                            (1,874)                 --
                                                                           --------------     --------------
             Total stockholders' equity                                           209,411            200,650
                                                                           --------------     --------------

             Total liabilities and stockholders' equity                          $240,804           $228,926
                                                                           ==============     ==============
</TABLE>



(1)  Unaudited

(2)  These  amounts  were  derived  from  the  Company's  audited   consolidated
     financial statements at September 30, 2000


See accompanying notes to the condensed consolidated financial statements.

                                       4
<PAGE>


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

<TABLE>
<CAPTION>

                                                                                    Three months ended
                                                                                       December 31,
                                                                                   2000             1999
                                                                             --------------------------------
<S>                                                                            <C>               <C>
      Operating activities
      Net income                                                               $   9,745         $   2,760
      Reconciliation of net income to net cash provided by
         operating activities:
         Depreciation and amortization                                             1,388               765
         Amortization of deferred stock compensation                                 251                 -
         Deferred income taxes                                                        12               800
         Loss on disposition of property and equipment                                64                 -
         Changes in operating assets and liabilities:
             Accounts receivable                                                   1,728            (2,014)
             Inventories                                                          (3,683)             (112)
             Prepaid expenses and other current assets                             5,569                75
             Payables and other accrued liabilities                                4,298               232
             Deferred revenue                                                       (818)               73
                                                                             --------------------------------
      Net cash provided by operating activities                                   18,554             2,579

      Investing activities
      Sale/maturity (purchase) of available for sale investments                 (70,423)           (4,822)
      Purchase of property and equipment                                          (4,837)             (785)
      Increase in other assets                                                        (1)             (624)
                                                                             --------------------------------
      Net cash used in investing activities                                      (75,261)           (6,231)

      Financing activities
      Payments on capital lease obligations                                         (363)             (358)
      Purchase of treasury stock                                                  (1,874)                -
      Proceeds from exercise of stock options and employee stock
      purchase plan                                                                  622               244
                                                                             --------------------------------
      Net cash used in financing activities                                       (1,615)             (114)
                                                                             --------------------------------

      Effect of exchange rate changes on cash                                          3                 1
                                                                             --------------------------------

      Decrease in cash and cash equivalents                                      (58,319)           (3,765)
      Cash and cash equivalents at beginning of period                           159,531            17,459
                                                                             --------------------------------
      Cash and cash equivalents at end of period                                $101,212          $ 13,694
                                                                             ================================


      Supplemental disclosures of cash flow information
      Taxes paid (refunded)                                                     $ (5,500)         $    667
                                                                             ================================
      Interest paid                                                             $     55          $     83
                                                                             ================================
      Unrealized loss on available-for-sale securities                          $     14          $      -
                                                                             ================================
</TABLE>


See accompanying notes to the condensed consolidated financial statements.


                                       4
<PAGE>


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

1. Basis of Presentation

We have  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  accounting
principles  generally  accepted  in the  United  States  of  America  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, 2000 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 our Amended Annual Report on Form
10-K/A for the year ended September 30, 2000.

All share and per share  information  has been  adjusted  for the  effect of our
two-for-one stock split which occurred on April 21, 2000.

Our  fiscal  year end is the  Sunday  closest  to  September  30 and our  fiscal
quarters  end on the Sunday  closest  to the end of the  calendar  quarter.  For
convenience,  we have  indicated that our quarters end on December 31, March 31,
June 30 and September 30.

2. Accounting Change

Effective  October  1, 2000,  the  Company  adopted  SFAS 133,  "Accounting  for
Derivative  Instruments  and  Hedging  Activities,"  as amended.  The  statement
requires that all derivatives,  whether  designated in hedging  relationships or
not,  are  required to be recorded  on the balance  sheet at fair value.  If the
derivative is designated as a fair value hedge, the changes in the fair value of
the  derivative  and of the hedged  item  attributable  to the  hedged  risk are
recognized  in earnings.  If the  derivative is designated as a cash flow hedge,
the effective  portions of the changes in the fair value of the  derivative  are
recorded in other  comprehensive  income (OCI) and are  recognized in the income
statement when the hedged item affects earnings. Ineffective portions of changes
in the fair value of cash flow hedges are  recognized in earnings.  The adoption
of SFAS 133 did not result in a transition adjustment at October 1, 2000.

The Company uses derivative  instruments,  primarily forward exchange contracts,
to manage the foreign currency exchange rate risk associated with certain assets
and forecasted  transactions  which are denominated in currencies other than the
U.S. Dollar.  The Company monitors its foreign currency  exposures  regularly to
maximize the overall effectiveness of its foreign currency hedge positions, with
the  principal  currency  hedged  being the  Japanese  yen.  The Company has not
designated any of its forward exchange  contracts as hedging  instruments  under
SFAS 133, and  therefore  the  favorable  change in fair value of these  forward
contracts of $0.2 million has been  included in interest and other income in the
quarter  ended  December 31,  2000.  The fair value of these  instruments  as of
December 31, 2000 was a $0.4 million asset.

                                       6

<PAGE>


3.  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,
                                          2000            2000
                                      ------------    ------------
          Raw materials                  $     872       $     971
          Work-in-process                   10,151           6,693
          Finished goods                     2,212           1,888
                                         ---------      ----------
                                         $  13,235       $   9,552
                                         =========      ==========

4. Stockholders' Equity

On December 19,  2000,  our Board of  Directors  authorized  a share  repurchase
program to  purchase  up to  1,000,000  shares of our  common  stock in the open
market,  depending  on market  conditions  and other  corporate  considerations.
During the three months ended December 31, 2000, we repurchased 83,000 shares of
our  common  stock for $1.9  million  in  connection  with our share  repurchase
program.

5. Earnings per share

Earnings  per share (EPS) is computed  as basic EPS using the  weighted  average
number of shares of common stock  outstanding and diluted EPS using the weighted
average number of shares of common stock and dilutive common  equivalent  shares
outstanding  from stock  options  (using the treasury  stock  method) and shares
issuable under our employee stock purchase plan.

The following table sets forth the computation of basic and diluted earnings per
share:

                                                              Three Months Ended
                                                                   Dec. 31,
                                                             -------------------
                                                                2000      1999
                                                             ---------  --------
Net income (Numerator):
  Net income, basic and diluted                                $ 9,745   $ 2,760
                                                               =======   =======

Shares (Denominator):
 Weighted average shares of common stock outstanding used in
      computation of basic earnings per share                   22,027    18,864
 Dilutive effect of common stock options                         3,982     3,498
 Dilutive effect of shares issuable under Employee
      Stock Purchase Plan                                           27        --
                                                               -------   -------

 Shares used in computation of diluted earnings per share       26,036    22,362
                                                               =======   =======

Basic earnings per share                                       $  0.44   $  0.15
                                                               =======   =======

Diluted earnings per share                                     $  0.37   $  0.13
                                                               =======   =======

                                       7

<PAGE>


At December 31, 2000, outstanding options to purchase 260,055 shares at exercise
prices between $72.81 and $121.75 were excluded from the computation of earnings
per share as the option price was greater  than the average  market price of the
common shares and,  therefore,  would be  antidilutive  under the treasury stock
method.

At December 31, 1999,  outstanding options to purchase 22,086 shares at exercise
prices of $12.69 were excluded from the computation of earnings per share as the
option price was greater than the average market price of the common shares and,
therefore, would be antidilutive under the treasury stock method.

6. Comprehensive Income

There were no material  differences between  comprehensive income and net income
for all periods presented.

7. Segment Information

The Company  markets its products in the United States and in foreign  countries
through its sales personnel, independent sales representatives and distributors.
The  Company's  geographic  sales,  as a  percentage  of net  revenues,  were as
follows:

                                                 Three Months Ended
                                                    December 31,
                                                -------------------
                                                   2000      1999
                                                --------  ---------

         Domestic                                     43%       26%
         Export:
              Europe                                   5%       10%
              Japan                                   37%       48%
              Other Pacific Rim countries             15%       16%
                                                --------  --------
                                                     100%      100%
                                                --------  --------

The Company's assets located outside the United States are insignificant.

The  Company's  products  are  sold  to a wide  variety  of  original  equipment
manufacturers through a direct sales force and to a network of distributors.

Customers comprising 10% or greater of the Company's net revenues are summarized
as follows:

                                                       Three months ended
                                                          December 31,
                                                      --------------------
                                                         2000       1999
                                                      ---------- ---------
         Microtek International, Inc. - Japan             34%        37%
         Lucent Technologies                              13%          *
         Solectron                                        13%          *
         Insight Electronics, Inc. - United States          *        11%

* - less than 10%

                                       8
<PAGE>


As of  December  31,  2000,  Microtek  International,  Lucent  Technologies  and
Solectron accounted for 31%, 12% and 19%,  respectively,  of the Company's trade
receivables.   At  September  30,  1999,  Microtek   International  and  Insight
Electronics  accounted for 44% and 11%,  respectively,  of the  Company's  trade
receivables.

8. Recent Accounting Pronouncements

Revenue  Recognition.  In December 1999, the Securities and Exchange  Commission
issued Staff Accounting  Bulletin (SAB) No. 101,  "Revenue  Recognition",  which
provides guidance on the recognition,  presentation and disclosure of revenue in
financial statements filed with the SEC. SAB No. 101 outlines the basic criteria
that  must be met in  order to  recognize  revenue  and  provides  guidance  for
disclosures  related to revenue recognition  policies.  We are required to adopt
SAB No. 101, as amended,  in the fourth quarter of fiscal 2001. Although we have
not fully assessed the  implications  of SAB No. 101, our  management  currently
does not believe that adoption of this  bulletin will have a material  impact on
our consolidated financial position, results of operations or cash flows.





                                       9
<PAGE>


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

This Form 10-Q contains forward-looking statements within the meaning of Section
21E of the Securities  Exchange Act of 1934, as amended,  and Section 27A of the
Securities  Act  of  1933,  as  amended,  that  involve  substantial  risks  and
uncertainties.   In  some  cases,   you  can  identify   these   statements   by
forward-looking  words  such  as  "may,"  "will,"  "should,"  "expect,"  "plan,"
"anticipate," "believe," "estimate," or "continue" and variations of these words
or comparable  words. In addition,  any statements  which refer to expectations,
projections or other  characterizations  of future events or  circumstances  are
forward-looking  statements.  These forward-looking statements involve known and
unknown risks, uncertainties and situations that may cause our or our industry's
actual results, level of activity,  performance or achievements to be materially
different  from  any  future  results,   levels  of  activity,   performance  or
achievements expressed or implied by these statements.

Although  we believe  that the  expectations  reflected  in the  forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity,  performance or  achievements.  You should not place undue reliance on
these forward-looking statements, which apply only as of the date of filing this
Form  10-Q.  We do  not  undertake  to  update  or  revise  any  forward-looking
statement, whether as a result of new information, future events or otherwise.

The section  entitled  "Factors  Affecting  Future Results" and other cautionary
language in this Form 10-Q, as well as the various disclosures made by us in our
reports filed with the  Securities and Exchange  Commission,  including our 2000
Annual Report on Form 10-K, provide examples of risks,  uncertainties and events
that may cause our actual results to differ from the expectations we describe in
our  forward-looking  statements.  You are urged to read and carefully  consider
these disclosures made by us.

Results of Operations - The following  table sets forth,  as a percentage of net
revenues,  certain  consolidated  statement of  operations  data for the periods
indicated.

                                                 Three              Three
                                              Months Ended      Months Ended
                                             Dec. 31, 2000      Dec. 31, 1999
          Net revenues                           100.0%            100.0%
          Cost of revenues                       39.8%              39.1%
          Gross profit                           60.2%              60.9%

          Operating expenses:
             Research and development            13.8%              15.3%
             Marketing, sales, general
             and administrative                  15.7%              19.4%
              Income from operations             30.8%              26.2%
              Income before income taxes         36.8%              27.0%
              Net income                         23.9%              17.6%


Net  Revenues.  Net revenues  were $40.7  million in the first quarter of fiscal
2001,  an  increase  of 159% over net  revenues  of $15.7  million  in the first
quarter of fiscal 2000.  The  increase in net revenues was due to a  significant
increase in unit  shipments of our products when compared to the unit  shipments
from the first quarter of fiscal 2000.  Sales increased in all geographic  areas
and our focus market segments namely, optical storage, video,  communication and
power management. Revenue contribution from the

                                       10
<PAGE>

communication market increased  significantly from a year ago, largely driven by
the success of our xDSL products.  Revenue from this market segment  represented
34% of our net  revenues in the first  quarter of fiscal 2001  compared to 3% of
net revenues in the first quarter of fiscal 2000. Sales from the optical storage
market,  at 39% of net  revenues,  remain  the  largest  contributor  to our net
revenues.

International  revenues  represented  58% of net revenues,  down from 74% of net
revenues  in the first  quarter of fiscal  2000.  Revenues  from Japan and other
Pacific Rim countries  increased  109% over the first quarter of fiscal 2000 due
to the demand for our optical  storage and video products in these  territories.
However,  in the first  quarter  of fiscal  2001,  the  demand for some of these
products has been affected by a slowdown in personal computer sales.

In the first  quarter of fiscal 2001,  domestic net revenues  increased by $13.2
million from $4.1 million in the first quarter of fiscal 2000. This increase was
driven largely by the increase in revenue from our communication market segment.
As a percentage of net  revenues,  domestic net revenues in the first quarter of
fiscal 2001 increased from 26% in the first quarter of fiscal 2000 to 42%.

Gross  margin.  Gross  margin  was 60.2% for the first  quarter  of fiscal  2001
compared  to 60.9% in the  corresponding  period in fiscal  2000.  Gross  margin
decreased  slightly due to a modest decline in the average selling prices of the
company's products. The effect of the decline in average selling prices on gross
margin was  partially  offset by the  allocation  of fixed  manufacturing  costs
across a higher revenue base and improvements in manufacturing  efficiencies and
yields.

Research and development  expenses.  Research and development  ("R&D")  expenses
increased  by $3.2  million  or 133% for the first  quarter  of  fiscal  2001 as
compared  to the  corresponding  period  in fiscal  2000.  The  increase  in R&D
expenses  in the first  quarter of fiscal 2001 as compared to the same period of
fiscal 2000 was due primarily to higher spending of  approximately  $2.1 million
on new product  designs and an increase in staffing and related  compensation of
approximately $0.9 million particularly for design engineering  personnel.  As a
percentage of net revenues,  R&D expenses  decreased from 15.3% to 13.8% for the
first quarter of 2001 primarily due to higher  revenues during the first quarter
of fiscal 2001.

Marketing, sales, general and administrative expenses. Marketing, sales, general
and  administrative  ("SG&A") expenses increased by $3.3 million or 109% for the
first  quarter of fiscal  2001  compared to the  corresponding  period in fiscal
2000.  The  increase  in SG&A  expenses  in the first  quarter of fiscal 2001 as
compared to the same period of fiscal 2000 was due  primarily  to an increase in
staffing  and related  compensation  of $1.9  million,  particularly,  sales and
marketing personnel,  higher selling expenses of $1.2 million due to increase in
revenue and an increase of $0.2  million in expenses  associated  with  investor
relations activities.  As a percentage of net revenues,  SG&A expenses decreased
from  19.4% to 15.7%  for the  first  quarter  of 2001  primarily  due to higher
revenues during the first quarter of fiscal 2001.

Interest and Other Income,  net. Interest and other income, net was $2.5 million
in the first  quarter of fiscal  2001,  an  increase  of $2.3  million  over the
corresponding  period of fiscal 2000.  The increase in interest and other income
was due  primarily to higher levels of cash,  cash  equivalents  and  short-term
investments,  from the  proceeds of  additional  stock issued by us in September
2000.

Provision  for income  taxes.  Our  effective  tax rate for the first quarter of
fiscal 2001 and the first quarter of fiscal 2000 was 35%.


                                       11
<PAGE>


Factors Affecting Future Results

The markets in which we  participate  are intensely  competitive,  and if we are
unable to compete effectively, our operating results could be harmed.

The analog semiconductor  industry is intensely competitive and is characterized
by rapid technological change, product obsolescence and price erosion. Increased
competition has in the past and could in the future result in price  reductions,
reduced  gross  margins  or loss of market  share,  any of which  could harm our
operating results. In our primary markets, we compete with Analog Devices, Inc.,
Linear  Technology   Corporation,   Maxim  Integrated   Products,   Inc.,  Texas
Instruments,  Toshiba and National  Semiconductor  Corporation.  We also compete
indirectly  with  the  in-house  design  staffs  of  some of our  customers  and
end-users,  which often  provide  alternative  solutions  to  individual  analog
systems requirements. Many of our current and potential competitors have greater
name  recognition,  larger  customer  bases and  greater  financial,  technical,
manufacturing,  marketing and other resources than we do. As a result,  they may
be able to respond more quickly to new or emerging  technologies  and changes in
customer requirements,  devote greater resources to the development,  promotion,
sale and support of their products,  and reduce prices to increase market share.
Moreover,  there has been significant merger and acquisition  activity among our
competitors  and  potential  competitors.  These  combinations  may  provide our
competitors and potential  competitors  with a competitive  advantage over us by
enabling them to expand their product offerings and service capabilities to meet
a  broader  range of  customer  needs.  In  addition,  the  introduction  of new
technologies and new market entrants may increase competitive pressures.

Cyclicality in the  semiconductor  industry has  historically led to substantial
decreases  in demand  for our  products  and  technologies  and may do so in the
future.

Our operating  results are subject to significant  variation due to the cyclical
nature of the semiconductor  industry.  The semiconductor industry experienced a
downturn in 1998 and 1999 that  seriously  harmed our operating  results  during
that period.  Our net income decreased from $7.2 million in fiscal 1998 to a net
loss of $3.9 million in fiscal 1999.  Our business  depends upon the current and
anticipated  market demand for analog  semiconductors  and products using analog
semiconductors.  Future downturns in the semiconductor industry will likely lead
to  proportionately  greater  downturns  in our net income or  increases  in net
losses.  Although the  semiconductor  industry has recently  experienced  strong
demand, the industry may experience severe or prolonged downturns in the future.

Our  operating  results  are likely to  fluctuate,  which could cause us to miss
expectations about those results and cause the trading price of our common stock
to decline.

Our quarterly operating results are likely to fluctuate,  and if we fail to meet
or exceed the  expectations  of securities  analysts or  investors,  the trading
price of our common  stock could  decline.  Some of the  important  factors that
could cause our net revenues and operating  results to fluctuate  from period to
period include:

     -    shifts in demand for, and average selling prices of, our products;

     -    the  reduction,   rescheduling   or  cancellation  of  orders  by  our
          customers;

     -    the timing and success of product  introductions  and new technologies
          by our competitors and us;

     -    the  quantities  of  our  products  which  we  or  third  parties  can
          manufacture and deliver in a quarter;

     -    the timing of our investments in research and development;

                                       12
<PAGE>

     -    the timing and provision of pricing  protections  and returns from our
          customers;

     -    competitive pressures on selling prices;

     -    the length of our sales cycle;

     -    availability of manufacturing capacity for our products;

     -    fluctuations in manufacturing yields; and

     -    changes in product mix.

Although our net revenues have increased in recent quarters, fluctuations in our
net revenues and  operating  results due to these  factors could prevent us from
sustaining  these growth rates.  As a result,  we believe that  period-to-period
comparisons  of our net  revenues  and  operating  results  are not  necessarily
meaningful and, accordingly, that these comparisons should not be relied upon as
indications of future performance.

We depend upon the continued demand for our products in the communication, video
and optical storage markets for a significant portion of our net revenues.

We have derived,  and expect to continue to derive, a significant portion of our
net revenues from products that we sell in the communications, video and optical
storage  markets.  Therefore,  our  success  depends  in part  on the  continued
acceptance  of our products  within these markets and our ability to continue to
develop and  introduce  new  products on a timely  basis for these  markets.  In
addition,  although the  communications,  video and optical storage markets have
grown  rapidly in the last few years,  we cannot be certain  that these  markets
will continue to grow or that a  significant  slowdown in these markets will not
occur.  Any downturn in these  markets  could harm our  business  and  operating
results.

The failure to manage and sustain our growth may harm our business.

Our  business  is growing  and our  ability  to  continue  to grow  successfully
requires an effective planning and management process. Since September 30, 1999,
we increased our headcount substantially,  from 175 employees to 358 at December
31,  2000.  Our  growth has  placed,  and the  recruitment  and  integration  of
additional  employees  will  continue  to  place,  a  significant  strain on our
infrastructure,  internal  systems  and other  resources.  To manage  our growth
effectively,  we must continue to improve and expand our operational,  financial
and management  information  systems in a timely and efficient manner and invest
the  necessary  capital.  We cannot  assure  you that  those  resources  will be
available when we need them or that we will have  sufficient  capital to invest.
If we are unable to manage and sustain our growth,  our operating results may be
harmed.

Difficulties in estimating the amount and timing of sales to our customers could
harm our operating results.

It is difficult for us to forecast  accurately the timing and amount of sales to
our customers,  which include distributors and original equipment manufacturers,
or OEMs.  Our customers  generally take a long time to evaluate our products and
technologies  before  committing  to design our  products  into  their  systems.
Moreover,  our  business is  characterized  by  short-term  orders and  shipment
schedules, and customer orders typically can be canceled or rescheduled on short
notice to us and without  significant  penalty to our customers.  We do not have
substantial noncancellable backlog and often we are forced to obtain

                                       13
<PAGE>

inventory  and materials  from our  manufacturing  subcontractors  in advance of
anticipated customer demand. Because we incur expenses, many of which are fixed,
based in part on our forecasts of future  product sales,  our operating  results
could be harmed if sales levels are below our expectations.

Our net  revenues  may  decrease  if we lose any of our  significant  customers,
thereby harming our operating results.

A relatively small number of customers have accounted for a significant  portion
of our net  revenues  in any  particular  period.  For the  three  months  ended
December  31,  2000,  Microtek  International,  Inc.,  Lucent  Technologies  and
Solectron  accounted  for 34%,  13% and 13% of our net revenues for that period.
The loss of any significant customer coupled with our inability to obtain orders
from new customers to  compensate  for such loss could cause our net revenues to
decline, thereby harming our operating results.

We have  no  long-term  purchase  commitments  with  these  or any of our  other
important  customers.  These  customers,  therefore,  could cease purchasing our
products  with  short  notice  to us  and  without  significant  penalty  to our
customers.  In addition,  Microtek is a  distributor  of our products to various
OEMs.  Any of these OEMs could choose to reduce or  eliminate  orders that would
reduce our distributors' orders for our products.

We  anticipate  that  sales of our  products  to a  relatively  small  number of
customers  will  continue  to  account  for a  significant  portion  of our  net
revenues. Due to these factors, the following may reduce our operating results:

     -    reduction,  delay or  cancellation  of orders  from one or more of our
          significant distributors or OEMs;

     -    development by one or more of our significant distributors or end-user
          customers of other sources of supply;

     -    selection  by  one  or  more  of  our  significant   OEMs  of  devices
          manufactured by one or more of our competitors for inclusion in future
          product generations;

     -    sales of competing products by our distributors; or

     -    failure of one of our significant  customers to make timely payment of
          our invoices.

We must  achieve new design  wins,  and these  design wins must  translate  into
customer purchases.

Our success  depends in part upon  achieving  design wins for our products  with
current and future  customers.  Design  wins are  indications  by  existing  and
potential  customers that they intend to incorporate our products into their new
product  designs.  To achieve  design  wins,  we must  continually  increase the
performance  levels of our products,  keep pace with evolving industry standards
and  introduce  new products in a timely  manner.  If we fail to achieve  design
wins, we may lose potential sales opportunities.  However, customer decisions to
use our products, which can often require significant expenditures by us without
any assurance of success. Design wins also do not necessarily result in purchase
orders for our products.  In addition, it could take up to several months before
a design win  translates  into a  purchase  order,  if at all.  The value of any
design win,  moreover,  will largely depend upon the  commercial  success of our
customer's  product  and on the  extent  to which the  design of the  customer's
electronic system accommodates components manufactured by our competitors.

                                       14
<PAGE>

If we fail to develop and introduce  new products on a timely basis,  we may not
be able to attract and retain customers.

We operate in an industry that is characterized by rapidly changing  technology,
frequent product  introductions,  product obsolescence,  and ongoing demands for
greater performance and functionality.  We, therefore,  must continually design,
develop and introduce on a timely basis new products  with improved  features to
retain and attract customers and be competitive.  Successful product development
and introduction on a timely basis requires that we:

     -    design    innovative   and    performance-enhancing    features   that
          differentiate our products from those of our competitors;

     -    transition our products to new manufacturing technologies;

     -    identify  emerging   technological   trends  in  our  target  markets,
          including new standards for our products;

     -    accurately identify and design new products to meet market needs;

     -    bring products to market on a timely basis at  competitive  prices and
          maintain effective marketing strategies;

     -    maintain a high level of investment in research and development;

     -    respond effectively to technological  changes or product announcements
          by others; and

     -    adjust to changing market  conditions as quickly and  cost-effectively
          as necessary to compete successfully.

We  cannot  assure  you  that we will be able  to meet  the  design  and  market
introduction  schedules  for our new  products or  enhancements  to our existing
products or that these products will achieve market acceptance.

In order to remain  competitive in the analog  semiconductor  industry,  we must
develop and introduce new  semiconductor  design and process  technologies  on a
timely basis.

Our future success depends upon our ability to:

     -    design and develop products that utilize new process technologies;

     -    secure the availability of our new process technologies from our
          foundry;

     -    introduce new process technologies to the marketplace earlier than our
          competitors do; and

     -    transfer our product design to multiple foundries efficiently.

Semiconductor   design  and   process   methodologies   are   subject  to  rapid
technological   change,   and  require  large   expenditures  for  research  and
development.  We incurred  research and development  expenses of $5.6 million in
the first quarter of fiscal 2001 and $2.4 million in the first quarter of fiscal
2000. We expect that our expenses for research and development  will continue to
increase  because we continuously  attempt,  on a  product-by-product  basis, to
migrate to smaller geometry process technologies. Other

                                       15
<PAGE>

companies in the industry have  experienced  difficulty in  transitioning to new
manufacturing  processes  and,  consequently,  have suffered  reduced  yields or
delays in product  deliveries.  While we believe that transitioning our products
to smaller geometries will be important for us to remain competitive,  we cannot
be  certain  that  we  can  make  these   transitions   successfully  and  on  a
cost-effective basis.

Due to our  significant  level of  international  sales and the  utilization  of
foreign  manufacturers  and  subcontractors,  we are  subject  to  international
operational, financial and political risks.

Sales of our products to customers  outside the United States have accounted for
a  significant  part of our net  revenues.  Our net  international  sales,  as a
percentage of our net revenues, were 57% for the three months ended December 31,
2000 and 74% for the three  months  ended  December  31,  1999.  We  expect  net
international  sales,  particularly into Japan, Taiwan and Korea, to continue to
account for a  significant  percentage  of our net  revenues  in the future.  In
addition,  we expect to continue  to rely on  manufacturers  and  subcontractors
located in Taiwan,  Malaysia and  Thailand.  Accordingly,  we will be subject to
risks  and  challenges  that we would not  otherwise  face if we  conducted  our
business only in the United States. These include:

     -    compliance with a wide variety of foreign laws and regulations;

     -    changes in laws and regulations relating to the import or export of
          semiconductor products;

     -    legal uncertainties regarding taxes, tariffs, quotas, export controls,
          export licenses and other trade barriers;

     -    political and economic instability in or foreign conflicts involving
          the countries of our customers, manufacturers and subcontractors
          causing delays or reductions in orders for our products;

     -    difficulties in collecting accounts receivable and longer accounts
          receivable payment cycles;

     -    difficulties in staffing and managing personnel, distributors and
          representatives in foreign countries;

     -    reduced protection for intellectual property rights in some countries,
          particularly in Asia;

     -    currency exchange rate fluctuations, which could increase the price of
          our products in local currencies and thereby reduce our revenue from
          these sales;

     -    seasonal fluctuations in purchasing patterns in other countries; and

     -    fluctuations in freight rates and transportation disruptions.

Any of these  factors  could  harm our  existing  international  operations  and
business or impair our ability to continue expanding into international markets.
To the extent we are unable to expand  our net  international  sales in a timely
and  cost-effective  manner,  our business could be harmed. We cannot assure you
that we will be able to maintain or increase international market demand for our
products.

We depend on a limited number of third party  foundries to  manufacture  most of
our products, which reduces our control over the production, supply and delivery
of our products.

We depend on a limited  number of third party  foundries  for the  production of
most of our products.  In particular,  Lucent Technologies Inc. manufactures all
of our junction  isolation bipolar wafers, and

<PAGE>

American  Microsystems,  Inc.  and  UMC  manufacture  all of  our  complementary
metal-oxide-semiconductor  wafers.  In addition,  another foundry  provides poly
deposition on all of our dielectric  isolation  wafers and  silicon-on-insulator
wafers.  Furthermore,  there are very few foundries  that have the capability to
produce  dielectric  isolation  wafers  or   silicon-on-insulator   wafers.  Our
dependence on third parties to fabricate our products has significant risks that
could potentially harm our operating results, including:

     -    We have no long-term contracts with any foundry and we do not have a
          guaranteed level of production capacity at any foundry. The ability of
          each foundry to provide wafers to us is limited by its available
          capacity and our foundry suppliers could provide that limited capacity
          to its other customers. In addition, our foundry suppliers could
          reduce or even eliminate the capacity allocated to us on short notice.
          Moreover, such a reduction or elimination is possible even after we
          have submitted a purchase order.

     -    To obtain foundry capacity, we may be forced to enter into equity and
          debt financing arrangements. These arrangements could result in the
          dilution of our earnings or in the ownership of our stockholders.

     -    We provide the foundries with rolling forecasts of our production
          requirements, however, our forecasts of production requirements may
          prove to be inaccurate.

     -    We have limited control over product delivery schedules, and we may
          not receive products within the time frames and in the volumes
          required by our customers.

     -    We could face delays in obtaining, or we might not be able to obtain,
          access to foundries with key fabrication process technologies, such as
          the fabrication process necessary to manufacture dielectric isolation
          wafers and silicon-on-insulator wafers.

     -    We have limited control over quality assurance and production costs.

     -    We have limited control over manufacturing yields and our foundries
          occasionally experience lower than anticipated manufacturing yields,
          particularly in connection with the introduction of new products and
          the design, installation and initiation of new process technologies.

We cannot be certain  that we will be able to  maintain  our good  relationships
with our existing foundries.  In addition,  we cannot be certain that we will be
able to form  relationships  with other  foundries  as  favorable as our current
ones.  Moreover,  transferring  from our existing  foundries to another  foundry
could  require a significant  amount of time and loss of revenue,  and we cannot
assure you that we could make a smooth and timely  transition.  If foundries are
unable or unwilling to continue to supply us with these semiconductor devices in
required  time  frames and  volumes or at  commercially  acceptable  costs,  our
business may be harmed.

We  are  responsible  for  the  production  of  our  dielectric   isolation  and
silicon-on-insulator wafers and our results of operations could be harmed if our
supply of those wafers does not meet the demand.

Our  fabrication  facilities are the only facilities  currently  available to us
that  are   capable   of   manufacturing   dielectric   isolation   wafers   and
silicon-on-insulator  wafers for our  products.  If we experience a reduction or
interruption  in the  supply,  or a  degradation  in the  quality  of any of the
wafers,  we may be forced to  discontinue  that product  based upon those wafers
until we can contract with third party  foundries  that are qualified to produce
those wafers. As a result,  our relationships with our customers could be harmed
if we are unable to deliver sufficient quantities of wafers.

                                       17
<PAGE>

We intend to outsource the volume production of silicon-on-insulator wafers upon
the stabilization of the process.  Accordingly,  we intend to export the process
to a suitable  foundry for  manufacturing  of these wafers.  However,  we cannot
provide any assurance  that a suitable  foundry can be qualified for such volume
production.

If we fail to develop our next generation  silicon-on-insulator  technology in a
timely manner, our business and operating results could be harmed.

Part of our future product  development  strategy includes the development of an
advanced silicon-on-insulator technology. As with the development of any process
technology,  we cannot assure you that this new technology  can be  successfully
implemented in a timely manner or that it will provide the desired  improvements
over   our   current    technology.    In   addition,    our   next   generation
silicon-on-insulator   technology   could  be  supplanted  by  alternative   new
technologies  and may not be able to be  transferred  to third party  foundries.
Significant  delays or cancellation of the development of this new generation of
technology or manufacturing  problems  associated with  transferring our current
product  line  to this  technology  could  harm  our  business  and  results  of
operations.  Significant  delays  or  cancellation  of the  development  of this
technology also could harm our new product development program.

We rely on a  limited  number  of  packaging  subcontractors  that  may not have
adequate capacity to meet our product delivery requirements.

We rely on a limited number of packaging subcontractors with whom we do not have
long-term  contracts.  In general,  the wafers we manufacture at our fabrication
facilities  and the wafers we purchase from our outside  foundries are tested at
our  facilities.  The wafers are then sent to our packaging  subcontractors  for
packaging  and  assembly.   Our  reliance  on  these   subcontractors   involves
significant  risks,  including a lack of adequate  capacity and the  possibility
that necessary process  technologies will be eliminated and reduced control over
quality and delivery schedules. These independent subcontractors may discontinue
doing business with us for a variety of reasons.  As a result, we may experience
product  delivery  and quality  assurance  problems,  which in turn may harm our
reputation and operating results.

If our  products  contain  defects  or  fail  to  achieve  industry  reliability
standards, our reputation may be harmed, and we may incur significant unexpected
expenses and lose sales opportunities.

Our  products  have  in the  past  contained,  and  may in the  future  contain,
undetected errors or defects. Any similar problem in the future may:

     -    cause delays in product introductions and shipments;

     -    result in increased costs and diversion of development resources;

     -    cause us to incur increased charges due to obsolete or unusable
          inventory;

     -    require design modifications; or

     -    decrease market acceptance or customer satisfaction with these
          products, which could result in product returns.

In addition,  we may not find  defects or failures in our  products  until after
commencement  of  commercial  shipments,  which  may  result in loss or delay in
market  acceptance  and could  significantly  harm our  operating  results.  Our
current or  potential  customers  also might seek to recover  from us any losses
resulting  from  defects or failures in our  products.  Liability  claims  could
require us to spend significant

                                       18
<PAGE>

time and money in litigation or to pay significant damages. Any of these claims,
whether or not successful, could seriously damage our reputation and business.

Earthquakes,  other  natural  disasters and "rolling  blackouts"  may damage our
facilities or those foundries and others on which we depend.

Our  corporate  headquarters  are located in  California  near major  earthquake
faults which have experienced  earthquakes in the past. In addition, some of the
foundries, suppliers and other third parties upon which we rely are located near
fault lines. In the event of an earthquake or other natural disaster near one or
more of the facilities of third parties upon which we rely,  like the earthquake
in Taiwan in September  1999,  could disrupt the  operations  of those  parties.
Additionally,  the loss of power,  such as the temporary loss of power caused by
the  "rolling  blackouts"   experienced  by  us  at  our  facility  in  Northern
California,  could disrupt our operations.  None of these  disruptions  would be
covered by insurance and thus,  the supply of our products  could be limited and
our business could be hampered.

If we fail to attract  and  retain  qualified  personnel,  our  business  may be
harmed.

Our  future  success  depends  largely  upon the  continued  service  of our key
management  and  technical  personnel,  and on our  continued  ability  to hire,
integrate and retain qualified management and technical personnel,  particularly
engineers.  Competition for these employees in the analog semiconductor industry
is intense,  and we may not be  successful  in  attracting  or  retaining  these
personnel.  In  addition,  it is  difficult  to obtain  work  visas for  foreign
professionals  trained in the United States.  The loss of any key employee,  the
failure of any key  employee  to perform in his or her  current  position or our
inability  to attract and retain  skilled  employees  as needed could impair our
ability to meet customer and technological  demands. The loss of the services of
any executive officer or other key technical or management  personnel could harm
our  business.  To  help  retain  the  continued  services  of  some  of our key
executives,  we have entered into employment agreements with some of them. We do
not have key person life insurance on any of our key personnel.

If we fail to protect our intellectual  property,  our competitors  could market
products with similar features, reducing demand for our products and harming our
operating results.

Our success depends in part on our ability to protect our intellectual  property
rights  covering our  products and  technologies.  We rely on a  combination  of
patent, copyright,  trademark,  trade secret laws and confidentiality procedures
to  protect  our  proprietary  rights.   Despite  our  efforts  to  protect  our
proprietary  rights,  unauthorized  parties may  attempt to copy  aspects of our
products  or to obtain and use  information  that we regard as  proprietary.  In
addition, the laws of some foreign countries, and the enforcement of those laws,
do not  protect  proprietary  rights to as great an extent as do the laws of the
United States. We also cannot assure you that:

     -    our means of protecting our proprietary rights will be adequate;

     -    patents will issue from our currently pending or future applications;

     -    our existing patents or any new patents will be sufficient in scope or
          strength to provide any meaningful protection or commercial advantage
          to us;

     -    any patent or registered trademark owned by us will not be
          invalidated, circumvented or challenged in the United States or
          foreign countries; or

                                       19
<PAGE>

     -    others will not misappropriate our proprietary technologies or
          independently develop similar technology, duplicate our products or
          design around any patent issued to us or other intellectual property
          rights of ours.

In addition,  we may initiate  claims or  litigation  against  third parties for
infringement  of  our  proprietary  rights  to  establish  the  validity  of our
proprietary rights. This litigation, whether or not it is resolved in our favor,
could  result  in  significant  expense  to us and  divert  the  efforts  of our
technical and management personnel.

We may from time to time be subject to claims of  infringement of other parties'
proprietary  rights or to  claims  that our  intellectual  property  rights  are
invalid,  which could  result in  significant  expense and loss of  intellectual
property rights.

We from time to time have  received and may receive in the future claims that we
are infringing  third parties'  intellectual  property rights or claims that our
trademarks,  patents or other  intellectual  property  rights are  invalid.  The
semiconductor   industry  is   characterized   by  uncertain   and   conflicting
intellectual  property  claims  and  vigorous  protection  and  pursuit of these
rights.  The  resolution  of any claims of this nature,  with or without  merit,
could be time consuming,  result in costly  litigation or cause product shipment
delays.  In the event of an adverse ruling,  we might be required to discontinue
the use of  certain  processes,  cease the  manufacture  and sale of  infringing
products,  expend significant resources to develop non-infringing  technology or
enter into royalty or licensing agreements.  Royalty or licensing agreements, if
required,  might not be available on terms  acceptable to us or at all. The loss
of access to any intellectual property could harm our business.

Our failure to comply with  environmental  laws and regulations could subject us
to significant fines and liabilities, and new laws and regulations or changes in
regulatory  interpretation  or enforcement  could make compliance more difficult
and costly.

We are subject to a variety of federal,  state,  local and foreign  governmental
laws and  regulations  related to the use,  storage,  discharge  and disposal of
toxic,  volatile or otherwise  hazardous  chemicals used in our manufacturing of
semiconductor wafers. Our failure to comply with present or future environmental
laws and  regulations  could result in fines being imposed on us,  suspension of
our  production  or a cessation of our  operations.  Any failure by us to comply
with these laws and  regulations  could subject us to  significant  liabilities,
thereby  harming  our  business  and  operating   results.   In  addition,   new
environmental  laws and regulations or changes in regulatory  interpretation and
enforcement  could  render  compliance  more  difficult  and costly and  require
significant capital expenditures.

We may  require  additional  capital  to fund our  capital  expenditures  or our
operations, however, such capital may not be available.

The operation of our fabrication  facility requires the continued  investment of
substantial  capital.  We intend to make capital investments to support business
growth and achieve  manufacturing  cost reductions and improved  yields.  We may
need equity or debt financing to fund further expansion of our wafer fabrication
capacity  or to fund other  projects.  The  timing  and amount of these  capital
requirements  cannot be precisely  determined  at this time and will depend on a
number of factors,  including demand for our products,  our product mix, changes
in semiconductor  industry  conditions and competitive  factors.  Debt or equity
financing  may  not be  available  when  needed  or,  if  available,  may not be
available on terms satisfactory to us.

                                       20
<PAGE>

We may engage in future acquisitions,  which could harm our profitability or put
a strain on our resources,  or cause dilution to our  stockholders.

     We may make acquisitions of complementary businesses, products or
technologies. Integrating newly acquired organizations, products or technologies
into our business could be expensive, time consuming and may not be successful.
Future acquisitions could divert our management's attention from other business
concerns and expose our business to unforeseen liabilities or risks associated
with entering new markets. In addition, we may lose key employees while
integrating these new organizations. Consequently, we may not be successful in
integrating any acquired business, products or technologies and may not achieve
anticipated revenue and cost benefits. In addition, future acquisitions could
result in customer dissatisfaction, performance problems with an acquired
company, potentially dilutive issuances of equity securities, the incurrence of
debt, contingent liabilities, amortization expenses related to goodwill and
other intangible assets or other unanticipated events or circumstances, any of
which could harm our business.

Our trading price may be volatile.

The market for securities of technology  companies in general,  and of companies
in the  semiconductor  industry  including  us in  particular,  has been  highly
volatile.  It is likely that the trading price of our common stock will continue
to fluctuate in the future.  Factors  affecting  the trading price of our common
stock include:

     -    responses to fluctuations in our operating results;

     -    announcements of technological innovations, new products or product
          enhancements, joint ventures or significant agreements by us or our
          competitors;

     -    our sales of common stock or other securities in the future;

     -    general conditions in the video, optical storage, communications and
          power management markets; and

     -    changes in financial estimates or recommendations by market analysts
          regarding us and our competitors.

In  addition,  the stock  market has  experienced  substantial  price and volume
volatility  that  has  particularly   affected  the  trading  prices  of  equity
securities of many  technology  companies  and that often has been  unrelated or
disproportionate  to the operating results of these companies.  As a result, any
broad market  fluctuations  may adversely affect the trading price of our common
stock.

Provisions of our  Certificate of  Incorporation  and Bylaws or Delaware law may
delay or prevent a change of control of Elantec or changes in our management and
therefore, depress the trading price of our common stock.

Delaware  corporate law and our certificate of incorporation  and bylaws contain
provisions that could delay, defer or prevent a change in control of our company
or changes in our management that you may deem  advantageous.  These  provisions
could also limit the price that investors  might be willing to pay in the future
for shares of our common stock. These provisions:

     -    authorize the issuance of "blank check" preferred stock, which is
          preferred stock that our board of directors can create and issue
          without prior stockholder approval with rights senior to those of
          common stock;

     -    limit the ability of stockholders to call special meetings of
          stockholders;
                                       21

<PAGE>

     -    prohibit cumulative voting in the election of directors, which would
          allow less than a majority of stockholders to elect director
          candidates; and

     -    establish advance notice requirements for submitting nominations for
          election to the board of directors and for proposing matters that can
          be acted upon by stockholders at a meeting.

In addition,  our board of directors  declared a dividend of one preferred share
purchase  right for each  share of our  common  stock  outstanding,  subject  to
limitations stated in the stockholder rights plan. These rights may delay, defer
or prevent a change of control of our company.

Liquidity and Capital Resources

Our primary  sources of liquidity are cash and cash  equivalents  and short-term
investments of $172.7 million at December 31, 2000.

Cash and cash equivalents were $101.2 million at December 31, 2000, representing
a decrease of $58.3 million from  September  30, 2000.  This decrease was due to
investment in marketable  securites with average  maturities of more than ninety
days of $70.4  million,  purchase of  treasury  stock of $1.9  million,  capital
expenditures  of  approximately  $4.8  primarily  for new  process  development,
assembly and test  facilities  and payments on capital  leases of  approximately
$0.4 million.  These  outflows were offset by an increase in cash generated from
operations  of $18.6 million  (including  $5.5 million of income tax refund) and
proceeds from the exercise of employee stock options of $0.6 million.

Cash and  equivalents  were $13.7 million at December 31, 1999,  representing  a
decrease of $3.8 million from  September  30, 1999.  The decrease is primarily a
result of purchases of  available  for sale  securities  of  approximately  $4.8
million,   capital  expenditures  of  approximately  $0.8  million,  payment  of
estimated  income  taxes of $0.6  million,  and  payments  on capital  leases of
approximately  $0.4 million.  These cash outflows were partially  offset by cash
generated from operations of $2.6 million and proceeds from exercise of employee
stock options of $0.2 million.

Our  management  believes  that our  current  cash and  equivalents,  short-term
investments, borrowing capacity, and cash generated from operations will satisfy
our expected working capital and capital  expenditure  requirements for the next
twelve months.

Recent Accounting Pronouncements

Revenue  Recognition.  In December 1999, the Securities and Exchange  Commission
issued Staff Accounting  Bulletin (SAB) No. 101,  "Revenue  Recognition",  which
provides guidance on the recognition,  presentation and disclosure of revenue in
financial statements filed with the SEC. SAB No. 101 outlines the basic criteria
that  must be met in  order to  recognize  revenue  and  provides  guidance  for
disclosures  related to revenue recognition  policies.  We are required to adopt
SAB No. 101, as amended,  in the fourth quarter of fiscal 2001. Although we have
not fully assessed the  implications  of SAB No. 101, our  management  currently
does not believe that adoption of this  bulletin will have a material  impact on
our consolidated financial position, results of operations or cash flows.

                                       22
<PAGE>


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest  Rate  Sensitivity.  We  maintain  a  short-term  investment  portfolio
consisting mainly of income securities with an average maturity of less than one
year.  These 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% from levels at December  31,  2000,  the fair
value  of  the  approximately  $71.5  million  portfolio  would  decline  by  an
immaterial  amount.  We  intend  to hold  our  fixed  income  investments  until
maturity,  and therefore we do not expect our 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 our securities portfolio.

At  December  31,  2000,  we  had  approximately  $2.6  million  of  outstanding
obligations under capital lease  arrangements.  As the lease payments associated
with these  arrangements do not have variable interest rates, an increase of 10%
in short-term  interest rates would not have a material impact on our net income
or cash flows. We do not hedge any interest rate exposures.

We have not undertaken  any specific  actions to cover exposure to interest rate
risk and we are not a party to any interest rate risk  management  transactions.
We did not purchase or hold any  derivative  financial  instruments  for trading
purposes.

Foreign Currency  Exchange Risk. The Japanese Yen is the functional  currency of
our subsidiary in Japan and we denominate certain sales transactions in Japanese
Yen. We have established a foreign currency-hedging  program,  utilizing foreign
currency forward exchange  contracts,  or forward contracts of various durations
to hedge trade  receivables  denominated  in Japanese  Yen.  Under this program,
gains and losses on the forward contracts  mitigate the risk of material foreign
currency  transaction  gains and losses and offset increases or decreases in our
foreign  currency  receivables.  We do not use  forward  contracts  for  trading
purposes.  We believe  that the use of foreign  currency  financial  instruments
should  reduce the risks that arise from  conducting  business in  international
markets.

We do not  currently  enter into  foreign  exchange  forward  contracts to hedge
balance sheet exposures of our foreign  subsidiaries and  intercompany  balances
against future movements in foreign exchange rates. However, we do maintain cash
balances denominated in Yen and the British Pound Sterling.  If foreign exchange
rates were to weaken against the United States dollar  immediately and uniformly
by 10.0% from the exchange  rate at December  31, 2000,  the fair value of these
foreign currency amounts would decline by an immaterial amount.

At the end of each fiscal month, all foreign currency assets and liabilities are
revalued using the month end spot rate and the realized and unrealized gains and
losses are  recorded  and  included in net income as a component of interest and
other income, net.


                                       23
<PAGE>


PART II - OTHER INFORMATION

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

The 2001 Annual Meeting of  Stockholders  of the Company  ("Annual  Stockholders
Meeting") was held on January 12, 2001, in Milpitas,  California.  At the Annual
Stockholders  Meeting the stockholders elected members of the Company's Board of
Directors;  adopted  the 2001 Equity  Incentive  Plan with  1,050,000  shares of
common  stock  reserved  for  issuance;  approved an  increase in the  Company's
authorized  shares of common stock from  50,000,000 to 100,000,000  shares;  and
ratified  the  Company's  appointment  of  Deloitte & Touche LLP as  independent
auditors.

The vote for nominated directors was as follows:

                   Nominee          In Favor       Withheld
          ---------------------  --------------  ------------
          Richard M. Beyer         19,919,716      102,874
          Chuck K. Chan            19,918,836      103,754
          James V. Diller          19,918,796      103,794
          Alan V. King             19,917,996      104,594
          Umesh Padval             19,919,496      103,094

The results of voting for approval of the adoption of the 2001 Equity  Incentive
Plan with 1,050,000 shares of common stock reserved for issuance were:

                                                           Broker
               For           Against        Abstain      Non-Votes
          --------------  -------------  ------------  -------------
            11,642,538      8,358,903       21,149          --

The  results  of voting for  approval  of an  amendment  to the  Certificate  of
Incorporation  to increase the number of  authorized  shares from  50,000,000 to
100,000,000 shares were:

                                                           Broker
               For           Against        Abstain      Non-Votes
          --------------  -------------  ------------  -------------
            18,651,761      1,361,054        9,775          --


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

                   For                Against           Abstain
           --------------------  ------------------  --------------
               20,011,946              7,145             3,499



                                       24
<PAGE>


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

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

     Exhibit 3.01 - Registrant's Certificate of Incorporation (incorporated
          by   reference   from   Exhibit   3(I).01  to  the   Registrant's
          Registration  Statement on Form S-1, filed on August 24, 1995, as
          amended (Reg. No. 33-96136)).

     Exhibit  3.02  -   Registrant's   Certificate   of  Amendment  of  its
          Certificate  of  Incorporation  (incorporated  by reference  from
          Exhibit 4.1 to the Registrant's  Quarterly Report on Form 10Q for
          the quarter ended June 30, 2000 (Reg. No. 000-026690)).

     Exhibit  3.03  -   Registrant's   Certificate   of  Amendment  to  its
          Certificate of Incorporation.

     Exhibit 3.04 - Registrant's Certificate of Designations  (incorporated
          by reference  from Exhibit 3.2 to the  Registrant's  Registration
          Statement  on Form 8-A,  filed on  September  16, 1998 (Reg.  No.
          000-026690)).

     Exhibit 3.05 - Registrant's Amended and Restated Bylaws.

(b)  Reports on Form 8-K:

     None.

                                       25
<PAGE>



                                   SIGNATURES


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

                                            ELANTEC SEMICONDUCTOR, INC.
                                            (Registrant)


Date: February 14, 2001                     By: /s/ Brian McDonald
                                                -------------------------------
                                            Brian McDonald
                                            Chief Financial Officer (duly
                                            authorized officer and
                                            principal financial officer)


                                       26

<PAGE>



                                  EXHIBIT INDEX


Exhibit

Exhibit 3.01 - Registrant's   Certificate  of  Incorporation   (incorporated  by
               reference from Exhibit 3(I).01 to the  Registrant's  Registration
               Statement on Form S-1, filed on August 24, 1995, as amended (Reg.
               No. 33-96136)).

Exhibit 3.02 - Registrant's  Certificate  of  Amendment  of its  Certificate  of
               Incorporation  (incorporated by reference from Exhibit 4.1 to the
               Registrant's  Quarterly  Report on Form 10Q for the quarter ended
               June 30, 2000 (Reg. No. 000-026690)).

Exhibit 3.03 - Registrant's  Certificate  of  Amendment  to its  Certificate  of
               Incorporation.

Exhibit 3.04 - Registrant's   Certificate  of  Designations   (incorporated   by
               reference  from  Exhibit  3.2  to the  Registrant's  Registration
               Statement  on Form 8-A,  filed on  September  16, 1998 (Reg.  No.
               000-026690)).

Exhibit 3.05 - Registrant's Amended and Restated Bylaws.