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





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

For the quarterly period ended MARCH 31, 1997

[   ] 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
                                                -----       -----

As of April 27, 1997,  8,957,312 shares of the Registrant's  Common Stock, $0.01
par value, were issued and outstanding.

<PAGE>   2
                                               TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
<S>             <C>                                                                              <C>
PART I           FINANCIAL INFORMATION

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

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

    Item 2.      Management's Discussion and Analysis of Financial Condition
                    and Results of Operations  . .  . . . . . . . . . . . . . . . . . . . . . .    8

    Item 3.      Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . .    11


PART II          OTHER INFORMATION

    Item 4.      Submission of Matters to a Vote of Security Holders .. . . . . . . . . . . . .    12

    Item 6.      Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . .    12

                 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13
</TABLE>

<PAGE>   3
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               Six Months Ended
                                                                               March 31,                       March 31,
                                                                       ------------------------       -------------------------
                                                                         1997             1996           1997             1996
                                                                      ---------       ---------       ---------        ---------
<S>                                                                    <C>              <C>            <C>              <C>
Net revenues                                                            $8,494          $9,597         $16,495          $18,164
Cost of revenues                                                         4,703           4,557           9,514            8,619
                                                                        -------         -------        --------         --------
   Gross profit                                                          3,791           5,040           6,981            9,545

Operating expenses:
   Research and development                                              1,653           1,615           2,936            3,159
   Marketing, sales, general and administrative                          2,177           2,226           4,284            4,076
                                                                        -------         -------        --------         --------
   Total operating expenses                                              3,830           3,841           7,220            7,235
                                                                        -------         -------        --------         --------
Income (loss) from operations                                              (39)          1,199            (238)           2,310
Interest and other, net                                                    116             116             203              221
                                                                        -------         -------        --------         --------
Income (loss) before taxes                                                  77           1,315             (35)           2,531
Provision (credit) for taxes on income                                      10             102              (4)             197
                                                                        -------         -------        --------         --------
Net income (loss)                                                       $   67          $1,213         $   (31)         $ 2,334
                                                                        =======         =======        ========         ========
Net income (loss) per share                                             $ 0.01          $ 0.13         $  0.00          $  0.25
                                                                        =======         =======        ========         ========
Shares used in computing per share amounts                               9,281           9,389           8,782            9,282
                                                                        =======         =======        ========         ========
</TABLE>






See accompanying notes to the condensed consolidated financial statements.




<PAGE>   4


                                          ELANTEC SEMICONDUCTOR, INC.
                                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                                (In thousands)
<TABLE>
<CAPTION>
                                                                                      March 31           Sept. 30
                                                                                        1997             1996 (1)
                                                                                     -----------       -----------
                                                                                    (Unaudited)
<S>                                                                                   <C>                <C>
ASSETS:
Current assets:
   Cash and cash equivalents                                                          $  11,239         $   9,377
   Short-term investments                                                                 3,478             6,663
   Accounts receivable, net                                                               4,538             4,175
   Inventories                                                                            6,933             6,475
   Prepaid expenses and other current assets                                                666               554
                                                                                      ----------        ----------
Total current assets                                                                     26,854            27,244

Property and equipment, net                                                               8,571             7,360
Other assets, net                                                                           626               642
                                                                                      ==========        ==========
Total assets                                                                          $  36,051         $  35,246
                                                                                      ==========        ==========

LIABILITIES AND STOCKHOLDER'S EQUITY:
Current liabilities:
   Accounts payable and accrued liabilities                                           $   5,431         $   5,335
   Deferred revenue                                                                       2,998             3,143
   Current portion of long-term debt and capital lease obligations                        1,356             1,128
                                                                                      ----------        ----------
Total current liabilities                                                                 9,785             9,606

Long-term debt and capital lease obligations                                              2,183             1,566

Stockholders' equity                                                                     24,083            24,074
                                                                                      ==========        ==========
Total liabilities and stockholders' equity                                            $  36,051         $  35,246
                                                                                      ==========        ==========
</TABLE>




(1)   The  information  in this column was derived  from the  Company's  audited
      consolidated financial statements at September 30, 1996.





See accompanying notes to the condensed consolidated financial statements.





<PAGE>   5
                                          ELANTEC SEMICONDUCTOR, INC.
                                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                (In thousands)
                                                  (Unaudited)



<TABLE>
<CAPTION>
                                                                                              Six Months Ended
                                                                                                  March 31,
                                                                                      -------------------------------
                                                                                         1997                 1996
                                                                                      ------------        ------------
<S>                                                                                   <C>                  <C>
OPERATING ACTIVITIES:

Net income (loss)                                                                     $      (31)          $   2,334
Adjustments to reconcile net income to net cash
   provided by operating activities:
      Depreciation and amortization                                                          953                 788
      Changes in operating assets and liabilities:
          Accounts receivable                                                               (363)               (794)
          Inventories                                                                       (458)             (1,017)
          Prepaid expenses and other current assets                                         (112)                104
          Accounts payable and accrued liabilities                                            96                 788
          Deferred revenue                                                                  (145)               (199)
                                                                                     ------------        ------------
Net cash provided by (used in) operating activities                                          (60)              2,004

INVESTING ACTIVITIES:
Sale/maturity (purchase) of available-for-sale securities                                  3,185              (7,526)
Purchase of property and equipment                                                          (688)             (1,748)
Decrease in other assets                                                                      16                 303
                                                                                     ------------        ------------
Net cash provided by (used in) investing activities                                        2,513              (8,971)

FINANCING ACTIVITIES:
Payments on capital lease and other debt                                                    (631)               (422)
Issuance of common stock                                                                      40               8,413
                                                                                     ------------        ------------
Net cash provided by (used in)financing activities                                          (591)              7,991

Increase in cash and cash equivalents                                                      1,862               1,024
Cash and cash equivalents at beginning of period                                           9,377               6,009
                                                                                     ============        ============
Cash and cash equivalents at end of period                                            $   11,239           $   7,033
                                                                                     ============        ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Lease and installment financing for capital equipment                                 $    1,476           $     834
Interest paid                                                                         $      123           $      97
Taxes paid                                                                            $       25           $     136
</TABLE>



See accompanying notes to the condensed consolidated financial statements.





<PAGE>   6
ELANTEC SEMICONDUCTOR, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1.  BASIS OF PRESENTATION

The unaudited condensed  consolidated  financial statements included herein have
been  prepared  by the  Company  pursuant  to the rules and  regulations  of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial  statements prepared in accordance with generally
accepted  accounting  principles have been condensed or omitted pursuant to such
rules and regulations. In the opinion of management, all adjustments (consisting
of normal recurring items)  considered  necessary for a fair  presentation  have
been  included.  The results of operations  for the three months ended March 31,
1997 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, 1996.

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

NOTE 2.       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 3.       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
maturities 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,  1997,  there was no  significant  difference  between the fair market
value and the underlying cost of such securities.

NOTE 4.       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:

<TABLE>
<CAPTION>
                                              March 31,           Sept. 30,
                                                1997                 1996
                                             ---------            ---------
      <S>                                    <C>                  <C>
      Raw materials                          $     946            $     800
      Work-in-process                            4,632                4,266
      Finished goods                             1,355                1,409
                                             ---------            ---------
                                             $   6,933            $   6,475
                                             ---------            ---------
</TABLE>





<PAGE>   7
NOTE 5.       NET INCOME (LOSS) PER SHARE

Net income  per share is  calculated  based on the  weighted  average  number of
common and dilutive  common  share  equivalents  outstanding  using the treasury
stock  method.   Common  share  equivalents   reflect  the  dilutive  effect  of
outstanding  stock options.  Dilutive  securities  include options and warrants.
Loss per share excludes common equivalent  shares, as the effect on net loss per
share is antidilutive.

In February 1997, the Financial  Accounting standards Board issued Statement No.
128, Earning per Share, which is required to be adopted on December 31, 1997. At
that time,  the Company will be required to change the method  currently used to
compute  earnings  per share and to  restate  all prior  periods.  Under the new
requirements for calculating  primary earnings per share, the dilutive effect of
stock  options  will be  excluded.  The impact is not  expected  to result in an
increase in primary  earnings per share for the second  quarter  ended March 31,
1997 and is  expected  to  increase  primary  earnings  per share for the second
quarter ended March 31, 1996 by $0.01 per share. The impact of Statement No. 128
on fully  diluted  earnings  per share for these  quarters is not expected to be
material.



<PAGE>   8


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


Except for the historical information contained herein, matters discussed in the
Form  10-Q  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 1996 Form 10-K filed with the
Securities and Exchange Commission.

The table below states the income  statement  items for the three and six months
ended March 31, 1997 and 1996 as a  percentage  of net revenues and provides the
percentage change in absolute dollars from the previous year:

<TABLE>
<CAPTION>
                                     Three Months      Three Months     Dollar %     Six Months       Six Months       Dollar %
                                        Ended             Ended          Change        Ended             Ended          Change
                                    --------------------------------------------- ----------------------------------------------
                                     March 31,1997     March 31,1996                March 31,1997     March 31,1996
                                    ----------------  ----------------            ------------------- ---------------
<S>                                      <C>               <C>         <C>               <C>             <C>         <C>
Net revenues                             100.0%            100.0%       -11%              100.0%          100.0%        -9%
Cost of revenues                          55.4%             47.5%         3%               57.7%           47.5%        10%
   Gross profit                           44.6%             52.5%       -25%               42.3%           52.5%        27%


Operating expenses:
   Research and development               19.5%             16.8%         2%               17.8%           17.4%         8%
   Marketing, sales, general
        and administrative                25.6%             23.2%         2%               26.0%           22.4%         5%

</TABLE>

Results  of  Operations  - During  the second  fiscal  quarter of 1997,  Elantec
generated net revenues of $8.5 million,  a decrease of 11% from the $9.6 million
reported in the same quarter of the previous  year.  For the first six months of
fiscal 1997 net  revenues  were $16.5  million,  a decrease of 9% from the $18.0
million  reported in the  corresponding  period of fiscal 1996. This decrease is
attributed  to a shift in sales mix to lower priced  products and overall  lower
average selling prices due to competitive  market  pressures,  offset in part by
slightly higher unit sales volumes.

Cost of goods sold  increased to  approximately  55% of net sales for the second
quarter of fiscal 1997  compared to 48% for the second  quarter of fiscal  1996.
During the first six months of fiscal  1997,  cost of goods  sold  increased  to
approximately 58% from 48% reported for the corresponding period of fiscal 1996.
The resulting  increase in cost and corresponding  decrease in gross margins for
each  comparable  period is  primarily  due to  increased  unfavorable  overhead
variances,  increased  reserves for potentially excess or obsolete inventory and
lower average selling prices due to a more competitive market environment.

As a percentage of net revenues,  research and development expenses, in absolute
dollars,  was flat in the second quarter of 1997 when compared to the comparable
quarter of 1996, but increased to approximately  20% during the first six months
of 1997  from  approximately  17%  during  the first  six  months of 1996.  This
increase is a result of lower net revenues in the second  quarter and first half
of fiscal 1997. As the Company  moves to the "SOI"  technology  (see  discussion
below),  absolute  dollar  research  and  development  expenses  are expected to
increase.  However, there can be no assurance that net revenues will increase at
the same rate as anticipated research and development expenses.

Marketing, sales, general and administrative expenses for the second quarter and
first six months of fiscal  1997 were  relatively  flat  compared  to the dollar
amounts  reported in the same  periods in fiscal 1996.  As a  percentage  of net
revenues,  marketing,  selling and general and administrative expenses increased
to 26% for both the second  quarter  and first six months of fiscal  1997,  from
approximately  23% and 22% of net  sales in the  second  quarter  and  first six
months of fiscal 1996,  respectively.  The increase as a percentage of net sales
reflects the lower net  revenues in the second  quarter and first half of fiscal
1997.

The Company's  provision for income taxes for the second  quarter of fiscal 1997
is  lower  than  the  statutory  rate,  principally  due to the  benefit  of net
operating loss  carryforwards  offset by  alternative  minimum taxes and foreign
withholding taxes.


<PAGE>   9
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,  the cyclical
nature of the semiconductor  industry,  industry-wide wafer processing capacity,
economic  and  political  conditions  in  various  geographic  areas,  and costs
associated  with  other  events,   such  as  underutilization  or  expansion  of
production   capacity,    intellectual   property   disputes,   litigation,   or
environmental regulation.


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.  The  semiconductor  industry is
currently  experiencing  softened demand,  excess capacity and continued pricing
pressures  brought  about  by  increased  competition.   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 adversely affect the Company's operating results.

To address  future  capacity  requirements,  the  Company  plans to  complete an
extensive  production  expansion  at  its  primary  manufacturing   facility  in
Milpitas,  California.  This expansion program is expected to be complete during
the  second  quarter  of fiscal  1998 and faces a number  of  substantial  risks
including, but not limited to, delays in construction,  cost overruns, equipment
delays or shortages, manufacturing start-up or process problems, or difficulties
in hiring key managers and technical  personnel.  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
California.

The Company's  manufacturing  expansion will result in a significant increase in
fixed and operating  expenses.  As commercial  production at the new fabrication
facility commences,  the operating costs will be classified as cost of revenues,
and the Company will begin to  recognize  depreciation  expense  relating to the
facility.  Accordingly,  although the Company  expects the Milpitas  fabrication
facility to  contribute to revenues in fiscal 1998 and  thereafter,  the Company
will recognize  substantial  operating expenses  associated with the facility in
1997, which could reduce gross margins.  Specifically,  as commercial production
begins in fiscal 1998, the Company anticipates  incurring  substantial operating
costs and  depreciation  expense  relating to the facility before  production of
substantial volume is achieved.  Accordingly,  if revenue levels do not increase
sufficiently to offset these  additional  expense  levels,  or if the Company is
unable to achieve gross margin comparable to the Company's current products, the
Company's future results of operations could be adversely impacted.

New products, process technology and start-up costs associated with the 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.


<PAGE>   10
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 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.  However,
there can be no assurance that the  development  of the 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
in the  development  of the bonded wafer  technology 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 in the development of this technology
would 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 and
test  equipment.  The Company  expects to expend  approximately  $4.0 million in
capital  expenditures  in  the  second  half  of  fiscal  1997  and  anticipates
significant continuing capital expenditures in the next several years. There can
be no  assurance  that the Company  will not be required  to seek  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.

The semiconductor  industry is characterized by vigorous  protection and pursuit
of intellectual property rights or positions, which have resulted in significant
and often protracted and expensive litigation. In recent years, there has been a
growing   trend  of  companies  to  resort  to   litigation   to  protect  their
semiconductor  technology from unauthorized use by others.  The Company believes
its products do not infringe upon any valid  patents.  However,  there can be no
assurance that the Company's  position in these matters will prevail.  There can
be  no  assurance  that  additional  future  claims  alleging   infringement  of
intellectual  property  rights will not be asserted  against  the  Company.  The
intellectual property claims that have been made, or may be asserted against the
Company in the future,  could  require that the Company  discontinue  the use of
certain processes or cease the manufacture, use and sale of infringing products.
Additionally,  the Company may incur significant litigation costs and damages to
develop  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.



<PAGE>   11
Liquidity  and Capital  Resources - During the first six months of fiscal  1997,
the Company  financed its  operations  primarily from existing cash balances and
short-term  investments.  At March 31, 1997, the Company had approximately $14.7
million of cash and short-term investments.

Net cash used in operating activities was $60,000 for the six months ended March
31, 1997,  and  consisted  primarily  of  increases  in  inventory  and accounts
receivable offset by depreciation expense and amortization.

Net sales/maturities of  available-for-sale  securities were $3.2 million during
the six-month period ended March 31, 1997 and consisted  primarily of commercial
paper and short-term corporate notes.

Capital  expenditures  were $2.2 million during the six-month period ended March
31, 1997 of which $1.5 million was leased using the Company's nonrevolving lease
line of credit.  The Company  expects to purchase an additional  $4.0 million of
capital in the second half of fiscal 1997.  Of the total $6.2 million in capital
acquisitions expected in fiscal 1997, the Company plans to finance approximately
$4.5 million using its existing credit facilities.

At March 31, 1997 there was  approximately  $2.7  million  available  under this
nonrevolving  lease  line.  The  Company  is  currently  negotiating  additional
financing arrangements to facilitate the aforementioned manufacturing expansion.
There were  outstanding  commitments to purchase capital assets of approximately
$1.4 million at March 31, 1997.

Historically,  the Company has generated  cash through  operations and financing
activities  in an  amount  sufficient  to fund  its  requirements.  The  Company
believes that cash on hand, cash anticipated to be generated from operations and
cash obtained through  borrowing or leasing  arrangements  will be sufficient to
meet the Company's working capital and capital expenditure requirements at least
through the end of fiscal 1997.  Any major change in the nature of the Company's
business,  such as those  mentioned  in the previous  section,  could change the
Company's capital  requirements.  To the extent the Company requires  additional
cash,  there can be no  assurance  that the Company  will be able to obtain such
financing on terms favorable to the Company, or at all.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

<PAGE>   12
PART II - OTHER INFORMATION

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

The Annual Meeting of Shareholders of the Company (Annual  Shareholder  Meeting)
was  held  on  February  21,  1997,  in  Milpitas,  California.  At  the  Annual
Shareholder  Meeting the shareholders  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, and ratified the
Company's appointment of Ernst & Young LLP as independent auditors.

The vote for nominated directors was as follows:

<TABLE>
<CAPTION>
      Nominee               In Favor           Withheld
---------------------   ------------------   --------------

<S>                            <C>                 <C>
C.K. Chan                      7,122,332           64,206
J.V. Diller                    7,125,490           61,048
B.Y. Kamath                    7,088,990           97,548
D. O'Brien                     7,126,821           59,717
D.T. Valentine                 7,126,190           60,348
</TABLE>

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:
<TABLE>
<CAPTION>
                                                                  Broker
       For                  Against             Abstain           Non-Votes
-------------------     -----------------    --------------     ---------------

<S>      <C>                   <C>                  <C>                <C>
         5,685,938             1,200,704            28,398             271,498
</TABLE>

The results of voting for  ratification  of  appointment of Ernst & Young LLP as
independent auditors for the company for the next fiscal year:
<TABLE>
<CAPTION>
       For                  Against             Abstain
-------------------     -----------------    --------------

<S>      <C>                      <C>               <C>
         7,149,465                17,600            19,473
</TABLE>




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

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

         Exhibit 11.1 - Statement re Computation of Per Share Earnings (Loss)
         Exhibit 27.1 - Financial Data Schedule

(b)       Reports on Form 8-K:

         The Company filed no reports on Form 8-K during the quarter ended March
31, 1997.

<PAGE>   13

SIGNATURES


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

ELANTEC SEMICONDUCTOR, INC.
(Registrant)



Date: May 13, 1997                 By: /s/ Terrence W. Plette
                                            ----------------------------------
                                        Terrence W. Plette
                                        Chief Financial Officer
                                        (Duly authorized officer and principal
                                        financial officer)





<PAGE>   14

                                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit

<S>         <C>
11.1        Statement re Computation of Per Share Earnings (Loss)
27.1        Financial Data Schedule
</TABLE>