SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q/A
                                  AMENDMENT NO. 1
    





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

For the quarterly period ended March 31, 1998

[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______TO _______

Commission File No. 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 May 3, 1998,  9,168,982 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.....13

PART II        OTHER INFORMATION

   Item 4.   Submission of Matters to a Vote of Security Holders............14

   Item 6.   Exhibits and Reports on Form 8-K...............................15

             Signatures.....................................................16

                                                                               2

<PAGE>


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


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

<CAPTION>
                                                          Three Months Ended                 Six Months Ended
                                                                March 31,                         March 31
                                                         ------------------------         ------------------------
                                                           1998            1997             1998            1997
                                                         --------        --------         --------        --------
<S>                                                      <C>             <C>              <C>             <C>     
Net revenues                                             $ 11,660        $  8,494         $ 22,894        $ 16,495
Cost of revenues                                            5,999           4,703           11,857           9,514
                                                         --------        --------         --------        --------
   Gross profit                                             5,661           3,791           11,037           6,981


Operating expenses:
   Research and development                                 1,770           1,653            3,412           2,935
   Marketing, sales, general and administrative             2,548           2,177            5,135           4,284
                                                         --------        --------         --------        --------
   Total operating expenses                                 4,318           3,830            8,547           7,219
                                                         --------        --------         --------        --------


Income (loss) from operations                               1,343             (39)           2,490            (238)
Interest and other, net                                       122             116              238             203
                                                         --------        --------         --------        --------
Income (loss) before taxes                                  1,465              77            2,728             (35)
Provision (benefit) for taxes on income                        92              10              218              (4)
                                                         --------        --------         --------        --------
Net income (loss)                                        $  1,373        $     67         $  2,510        $    (31)
                                                         ========        ========         ========        ========


Net income per share:
       Basic                                             $   0.15        $   0.01         $   0.28        $   0.00
       Diluted                                           $   0.14        $   0.01         $   0.26        $   0.00
                                                         ========        ========         ========        ========


Shares used in computing per share amounts:
       Basic                                                9,124           8,804            9,093           8,782
       Diluted                                              9,805           9,281            9,714           8,782
                                                         ========        ========         ========        ========

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

                                                                                                                 3

</TABLE>

<PAGE>


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

                                                          March 31  September 30
                                                            1998      1997 (1)
                                                           -------     -------
                                                         (Unaudited)
Current assets:
   Cash and cash equivalents                               $ 6,410     $ 9,839
   Short-term investments                                    7,240       6,089
   Accounts receivable, net                                  6,352       3,315
   Inventories                                               7,440       7,369
   Prepaid expenses and other current assets                   722         627
                                                           -------     -------
Total current assets                                        28,164      27,239

Property and equipment, net                                 15,439       9,230
Other assets, net                                              701         622
                                                           -------     -------
Total assets                                               $44,304     $37,091
                                                           =======     =======

Liabilities and stockholders' equity:
Current liabilities:
   Accounts payable and accrued liabilities                $ 9,240     $ 5,367
   Deferred revenue                                          3,111       2,094
   Current portion of long-term debt and capital
   lease obligations                                         1,362       1,491
                                                           -------     -------
Total current liabilities                                   13,713       8,952

Long-term debt and capital lease obligations                 3,118       3,336

Stockholders' equity                                        27,473      24,803
                                                           -------     -------
Total liabilities and stockholders' equity                 $44,304     $37,091
                                                           =======     =======

(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.

                                                                               4

<PAGE>

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

<CAPTION>
                                                                               Six Months Ended
                                                                                    March 31,
                                                                          -------------------------------
                                                                            1998                   1997
                                                                          --------               --------
<S>                                                                       <C>                    <C>      
Operating activities:
Net income (loss)                                                         $  2,510               $    (31)
Adjustments to reconcile net income to net cash
   provided by operating activities:
      Depreciation and amortization                                          1,248                    953
      Changes in operating assets and liabilities:
          Accounts receivable                                               (3,037)                  (363)
          Inventories                                                          (71)                  (458)
          Prepaid expenses and other current assets                            (95)                  (112)
          Accounts payable and accrued liabilities                           3,873                     96
          Deferred revenue                                                   1,017                   (145)
                                                                          --------               --------
Net cash provided by (used in) operating activities                          5,445                    (60)

Investing activities:
Sale/maturity (purchase) of available-for-sale securities                   (1,151)                 3,185
Purchase of property and equipment                                          (7,023)                  (688)
Decrease (increase) in other assets                                            (79)                    16
                                                                          --------               --------
Net cash provided by (used in) investing activities                         (8,253)                 2,513

Financing activities:
Payments on capital lease and other debt                                      (781)                  (631)
Issuance of common stock                                                       160                     40
                                                                          --------               --------
Net cash used in financing activities                                         (621)                  (591)

Increase (decrease) in cash and cash equivalents                            (3,429)                 1,862
Cash and cash equivalents at beginning of period                             9,839                  9,377
                                                                          --------               --------
Cash and cash equivalents at end of period                                $  6,410               $ 11,239
                                                                          ========               ========

Supplemental disclosures of cash flow information:
Lease and installment financing for capital equipment                     $    433               $  1,476
Interest paid                                                             $     90               $    123
Taxes paid                                                                $     20               $     25

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

                                                                                                        5

</TABLE>
<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 six months ended March 31, 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 quarter's end on the Sunday closest to the end of the calendar
quarter.  For  convenience,  the Company has indicated  that its quarters end on
December 31, March 31, June 30 and September 30.

NOTE 2.  USE OF ESTIMATES

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

NOTE 3.  CASH AND CASH EQUIVALENTS

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

NOTE 4.  SHORT-TERM INVESTMENTS

The  Company's  policy is to  invest  in  various  short-term  instruments  with
investment  grade credit ratings.  Generally such  investments  have contractual
maturity of less than one year. All of the Company's marketable  investments are
classified   as   "available-for-sale"    and   the   Company   classifies   its
available-for-sale  portfolio as available for use in its current operations. At
March 31,  1998,  there was no  significant  difference  between the fair market
value and the underlying cost of such securities.

                                                                               6

<PAGE>


NOTE 5.  INVENTORIES

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


                                            March 31,         September 30,
                                              1998                 1997
                                        -----------------    ------------------
      Raw materials                       $     365            $     431
      Work-in-process                         5,567                5,039
      Finished goods                          1,508                1,899
                                        -----------------    ------------------
                                          $   7,440            $   7,369
                                        =================    ==================
                                  
NOTE 6.  EARNINGS (LOSS) PER SHARE

Beginning in the first  quarter  (Q198)  ending  December  31,  1997,  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 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               Six Months Ended
                                                                     March 31,                       March 31,
                                                              -----------------------         ----------------------- 
                                                               1998            1997            1998            1997
                                                              -------         -------         -------         ------- 
<S>                                                           <C>             <C>             <C>             <C>     
Numerator for basic and diluted income per share:
    Net income                                                $ 1,373         $    67         $ 2,510         $   (31)
                                                              =======         =======         =======         =======

Denominator:
     Denominator for basic income per share                     9,124           8,804           9,093           8,782
     Effect of dilutive securities:
           Common stock options                                   681             477             621            --
                                                              -------         -------         -------         -------

     Denominator for diluted earnings per share                 9,805           9,281           9,714           8,782
                                                              =======         =======         =======         =======

Basic income per share                                        $  0.15         $  0.01         $  0.28         $  0.00
                                                              =======         =======         =======         =======

Diluted income per share                                      $  0.14         $  0.01         $  0.26         $  0.00
                                                              =======         =======         =======         =======

                                                                                                                    7

</TABLE>
<PAGE>


NOTE 7.  RECENT ACCOUNTING PRONOUNCEMENTS

Capital  Structure.  In February 1997, the FASB released  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 released  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  released  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 also 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,  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
March  31,  1998 and 1997 as a  percentage  of net  revenues  and  provides  the
percentage change in absolute dollars from the previous year:
<CAPTION>
                                Three            Three       Dollar %      Six             Six        Dollar %
                             Months Ended    Months Ended    Change    Months Ended    Months Ended   Change
                            ----------------------------------------  ---------------------------------------
                            March 31, 1998  March 31, 1997            March 31, 1998  March 31, 1997
                            --------------- ----------------          --------------- ---------------

<S>                             <C>             <C>           <C>         <C>             <C>            <C>
Net revenues                    100.0%          100.0%        37%         100.0%          100.0%         39%
Cost of revenues                51.4%            55.4%        28%         51.8%           57.7%          25%
Gross profit                    48.6%            44.6%        49%         48.2%           42.3%          58%

Operating expenses:
   Research and development     15.2%            19.5%         7%         14.9%           17.8%          16%
   Marketing, sales, general
   and administrative           21.9%            25.6%        17%         22.4%           26.0%          20%
</TABLE>

Results of  Operations - During the second fiscal  quarter of 1998,  the Company
generated  net  revenues  of $11.7  million,  an  increase  of 37% from the $8.5
million  reported in the same  quarter of the previous  year.  For the first six
months of fiscal 1998 net revenue was $22.9 million, an increase of 39% from the
$16.5  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  decreased  to 51% of net sales for the  second  quarter  of
fiscal 1998  compared to 55% for the second  quarter of fiscal 1997.  During the
first  six-months of fiscal 1998,  cost of goods sold  decreased to 52% from 58%
reported from the  corresponding  period of fiscal 1997. These decreases in cost
and corresponding increase in gross were primarily due to improved manufacturing
variances, offset in part by provisions to increase inventory reserves.

Research  and  development  expenses  increased $0.1 million or 7% in the second
quarter of 1998 when compared to the comparable  quarter of 1997.  This increase
is primarily  due to costs  associated  with  increased  engineering  headcount.
Research and development expenses increased $0.5 million or 16% during the first
six  months  of 1998  when  compared  to the  first  six  months  of 1997.  As a
percentage of revenues,  research and development expenses decreased from 20% to
15% for the second quarter of 1998 and decreased from 18% to 15% of net revenues
for the first six months of fiscal 1998.  These decreases as a percentage of net
revenues  reflect  higher  net revenues in the second  quarter and first half of
fiscal 1998.  Management expects research and development  expenses, in absolute
dollars,  to  increase  as the

                                                                              9

<PAGE>

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  $0.4
million or 17% in the second  quarter of 1998 when  compared  to the  comparable
quarter of 1997,  and increased  $0.8 million or 20% for the first six months of
fiscal  1998  when  compared  to the first six  months  of  fiscal  1997.  These
increases were due to increased expenses related to commissions to outside sales
representatives,   travel,  advertising,  legal  and  accounting  services,  and
recruiting. As a percentage of net revenues,  marketing, selling and general and
administrative  expenses decreased from 26% for the second quarter and first six
months of fiscal  1997,  to  approximately  22% of net  revenues  in the  second
quarter and first six months of fiscal 1998, respectively.  These decreases as a
percentage of net revenues reflect higher net revenues in the second quarter and
first half of fiscal 1998.

The Company's provision for income taxes for the first six 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 7.9% and 7.5% of
product  revenues  during the second  quarters  of 1998 and 1997,  respectively.
Orders for these  discontinued  products will be accepted  through the middle of
1998 with last shipments from the factory extending through the first quarter of
fiscal 1999. The Company expects higher revenues and 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
annual 1999 results from operations.

Factors Affecting Future Results - 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.

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 Company  utilizes  various  external  foundries for the  production of CMOS,
bipolar,  and certain process steps of dielectric  isolation wafers. The Company
currently uses a single source for certain  process steps in the  manufacture of
dielectric isolation wafers and the number of foundries that have the capability
to process dielectrically isolated semiconductor wafers is limited.

As a part of its wafer  manufacturing  expansion  program  the  Company has been
developing  internal  capability  for a  number  of these  dielectric  isolation
process steps and an alternate  vendor for one key process step. The Company has
been informed that its current  dielectric  isolation  foundry will  discontinue
supplying  this  technology  in the fourth fiscal  quarter of 1998.  The Company
plans to convert its production to its in-house  capability in conjunction  with
the new vendor during the fourth fiscal quarter of 1998.

To mitigate potential  problems during the transition of suppliers,  the Company
plans to increase its inventory of processed dielectric isolated wafers prior to
the transition. 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  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.

                                                                             10

<PAGE>

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  expected  to be phased in through  the first two  quarters of
fiscal 1998.  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
do not increase  sufficiently to offset these additional  expense levels,  or if
the Company is unable to achieve gross margin  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.

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 accomplished in a timely manner or that it will provide the desired
improvements  over the  Company's  current  technology.  Significant  delays  or
cancellation  of  the  development  of  the  bonded  wafer   technology   and/or
manufacturing  problems  associated  with  transferring  the  Company's  current
product  line to this  technology  would have a material  adverse  affect on the
Company's   business  and  results  of  operations.   In  addition,   delays  or
cancellation of the development of this  technology  could adversely  affect the
Company's new product development program.

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
$3.0  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.

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 

                                                                             11

<PAGE>

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 noninfringing  technology.  There can be
no  assurance  that  the  Company  would  be able to  obtain  such  licenses  on
acceptable  terms or to  develop  noninfringing  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  operating and ancillary  systems year 2000  compliant.  This plan
included   implementing   a   manufacturing   execution   system  and  financial
applications  software  that is year 2000  compliant.  The new software has been
purchased  and that portion of the project has  already  been  implemented.  The
implementation  is  expected  to be  completed  during by the end of the  fourth
quarter of fiscal 1998. The costs of  implementing  such a plan are not expected
to be material to the Company's operating results.

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 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.

Liquidity  and  Capital   Resources  -  Cash  and   equivalents  and  short-term
investments  were $13.7  million at March 31,  1998,  a decrease of $2.3 million
from  September  30, 1997.  The decrease is primarily a result of cash  outflows
from investing activities,  including capital expenditures of approximately $7.0
million,  and cash  outflows from  financing  activities  including  payments on
capital leases and other debt of approximately $0.8 million. These cash outflows
were partially offset by cash generated by operations of $5.4 million.

Accounts  receivable  increased  91.6% from September 30, 1997 to March 31, 1998
while  revenues  grew by 38.8% during the same period.  This increase was due to
increased  volumes of product shipped during

                                                                             12

<PAGE>

the first six months of fiscal 1998 combined with an unusually  high  collection
rate during the last quarter of fiscal  1997.  Inventories  increased  1.0% from
September  30, 1997 to March  31,1998  primarily  due to improved  manufacturing
yields that were almost  entirely  offset by increased  provisions for inventory
reserves.  Inventory management remains an area of focus as the Company balances
the need to maintain strategic inventory levels to ensure competitive lead times
versus the risk of inventory obsolescence because of rapidly changing technology
and customer requirements.

Accounts  payable and accrued  liabilities  increased by 72.2% at March 31, 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
March 30, 1998.  Deferred  revenue  increased by 48.6%  primarily  due to higher
deferred revenues on distributor sales.

At March 31, 1998 there was  approximately  $4.1 million  available credit under
lease lines.  There were outstanding  commitments to purchase capital assets and
leasehold  improvements  of  approximately  $2.2 million at March 31, 1998.  The
Company  expects  to expend  $3.0  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.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable


                                                                             13

<PAGE>


PART II - OTHER INFORMATION

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

The 1998 Annual Meeting of  Stockholders  of the Company  ("Annual  Stockholders
Meeting") was held on February 20, 1998, in Milpitas,  California. At the Annual
Stockholders  Meeting the stockholders elected members of the Company's Board of
Directors;  amended the 1995  Equity  Incentive  Plan to increase  the number of
shares of Common Stock reserved for issuance by 400,000 shares; amended the 1995
Directors  Stock  Option  Plan to  increase  the number of shares  automatically
granted to  non-employee  directors  from 5,000 shares to 10,000 shares per year
and removed the limit of 40,000 shares per  non-employee  director over the life
of such plan;  and ratified the  Company's  appointment  of Ernst & Young LLP as
independent auditors.

The vote for nominated directors was as follows:

          Nominee                  In Favor              Withheld
----------------------------  -------------------  ---------------------
Chuck K. Chan                     7,436,481               62,474
James V. Diller                   7,438,181               60,774
B. Yeshwant Kamath                7,437,981               60,974
Alan V. King                      7,438,481               60,474
David O'Brien                     7,420,843               78,112

The results of voting for approval of an amendment to the 1995 Equity  Incentive
Plan to increase the number of shares  reserved  for issuance by 400,000  shares
were:

                                                                    Broker
       For                  Against             Abstain           Non-Votes
-------------------     -----------------    --------------     ---------------
    6,807,458               323,860             42,631             325,006

The results of voting for approval of an amendment to the 1995  Directors  Stock
Option  Plan  to  increase  the  number  of  shares  automatically   granted  to
non-employee directors from 5,000 shares to 10,000 shares per year and to remove
the limit of 40,000 shares per  non-employee  director over the life of the plan
were:

                                                                    Broker
       For                  Against             Abstain           Non-Votes
-------------------     -----------------    --------------     ---------------
    6,688,706               321,699             163,544            325,006

The results of voting for  ratification  of  appointment of Ernst & Young LLP as
independent auditors for the company for the next fiscal year were:

       For                  Against             Abstain
-------------------     -----------------    --------------
    7,458,329                21,826             18,800


                                                                             14

<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
         Exhibit 27.2 - Restated Financial Data Schedule
         Exhibit 27.3 - Restated Financial Data Schedule

(b)      Reports on Form 8-K:

         The Company filed no reports on Form 8-K during the quarter ended March
         31, 1998.

                                                                             15

<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: May 27, 1998          By: /s/ Ephraim Kwok
                                -----------------------------
                            Ephraim Kwok
                            Chief Financial Officer (duly authorized officer and
                            principal financial officer)
    


                                                                             16

<PAGE>



                                  EXHIBIT INDEX

Exhibit

Financial Data Schedule
27.1     Financial Data Schedule
27.2     Restated Financial Data Schedule
27.3     Restated Financial Data Schedule


                                                                             17