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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

    (Mark One)
         x      Annual Report  Pursuant to Section 13 or 15(d) of the Securities
     ---------  Exchange  Act of 1934 for the Fiscal  Year Ended  September  30,
                1996.
                                       OR
                
     ---------  Transition  Report  Pursuant  to  Section  13  or  15(d)  of the
                Securities Exchange Act of 1934 for the Transition  Period  from
                             to              .
                ------------      ----------- 

                         Commission File Number 0-26690
                                                -------

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                           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

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           Securities registered pursuant to Section 12(b) of the Act:

         None                                            None
(Title of each class)                (Name of each exchange on which registered)

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $0.01 per share
                                (Title of class)

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 by check mark if disclosure of delinquent filer pursuant to Item 405 of
Regulation S-K is not contained herein,  and will not be contained,  to the best
of  registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant,  based upon the closing  sale price of the common  stock on November
22,  1996  as  reported  on  the  Nasdaq  National  Market:  $44,881,905.   This
calculation does not include a determination that persons are affiliates for any
other purpose.

Number of shares outstanding of the registrant's common stock as of November 22,
1996: 8,757,445

                                  -------------

Documents Incorporated By Reference

Part  III -  Portions  of the  registrant's  definitive  proxy  statement  to be
delivered to  stockholders in connection with the annual meeting of stockholders
to be held February 21, 1997.

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<PAGE>


                                     ELANTEC SEMICONDUCTOR, INC.

                                              FORM 10-K

                            For the Fiscal Year Ended September 30, 1996

<TABLE>
                                          Table of Contents

                                               PART I
<CAPTION>
                                                                                               Page
                                                                                               ----
<S>           <C>                                                                               <C>    
Item 1.       Business........................................................................   3
             
Item 2.       Properties......................................................................  16
             
Item 3.       Legal Proceedings...............................................................  16
             
Item 4.       Submission of Matters to a Vote of Security Holders.............................  16
             
                                               PART II
             
Item 5.       Market for Registrant's Common Equity and Related Stockholder Matters...........  17
             
Item 6.       Selected Financial Data.........................................................  18
             
Item 7.       Management's Discussion and Analysis of Financial Condition and Results
              of Operations...................................................................  19
             
Item 8.       Financial Statements and Supplementary Data.....................................  25
             
Item 9.       Changes in and Disagreements with Accountants on Accounting and Financial
              Disclosure......................................................................  25
             
                                              PART III
             
Item 10.      Directors and Executive Officers of the Registrant..............................  26
             
Item 11.      Executive Compensation..........................................................  26
             
Item 12.      Security Ownership of Certain Beneficial Owners and Management..................  26
             
Item 13.      Certain Relationships and Related Transactions..................................  26
             
                                               PART IV
             
Item 14.      Exhibits, Financial Statement Schedules and Reports on Form 8-K.................  27
          
Signatures    ................................................................................  42

</TABLE>

                                       2

<PAGE>

                                     PART I

ITEM 1:  BUSINESS


         Elantec  Semiconductor,  Inc.  ("Elantec"  or the  "Company")  designs,
manufactures and markets high performance  analog integrated  circuits primarily
for the  video/multimedia,  data processing,  instrumentation and communications
markets. The Company targets high growth commercial markets in which advances in
digital  technology are driving increasing demand for high speed, high precision
and low power consumption analog circuits.  Electronic systems  manufacturers in
these markets  typically have  requirements  for analog circuits with particular
precision,  linearity, speed, power and signal amplification  capabilities.  The
Company  addresses these  requirements with standard products that serve several
markets  or  application  specific  standard  products  ("ASSPs")  designed  for
specific  markets  and  applications.  The Company  offers  families of standard
products and ASSPs that are used as building blocks to provide high  performance
analog  solutions to a broad range of customers in the Company's target markets.
By offering both standard  products and ASSPs,  the Company seeks to broaden its
customer  base with  standard  products and to expand  product  sales to new and
existing customers with ASSPs that meet their specific requirements. The Company
offers  more than 150 high  performance  analog  products,  such as  amplifiers,
drivers, faders,  transceivers and multiplexers,  most of which are available in
multiple  packaging  configurations.  The majority of the Company's products are
manufactured  at the  Company's  internal  manufacturing  facility in  Milpitas,
California.

Industry Overview

         Semiconductor  products are the  fundamental  components  of all modern
electronic  systems.  These products  process  signals in two forms,  analog and
digital.  Analog signals are continuous electrical signals that fluctuate over a
wide range of values and represent real-world  phenomena,  such as light, sound,
temperature,  pressure and speed, which fluctuate continuously over a wide range
of values. Digital signals are discrete electrical signals that are either on or
off,  corresponding to the binary digits one and zero, and are used to represent
numerical values and alphanumeric  characters.  Digital circuits, such as memory
devices and  microprocessors,  typically  process on-off  electrical  signals to
perform computational or data processing functions. Analog (or linear) circuits,
such as amplifiers,  drivers,  faders,  transceivers and multiplexers,  amplify,
transmit  and  modulate  continuous  analog  signals  associated  with  physical
properties.  Sound,  light and color are received by many electronic  systems as
analog audio and video signals and must be transformed,  filtered, amplified and
converted into a digital format before they can be digitally processed, and then
must be converted back to analog signals to be heard or displayed. Virtually all
electronic  systems  produced  today require a combination of analog and digital
integrated circuits as well as mixed signal devices that combine both analog and
digital  functions  in the same  integrated  circuit  and  provide an  interface
between the analog and digital worlds.

         Analog circuits operate over a wide range of voltages, which limits the
minimum  dimensions  that  can  be  used  in the  device  structures  of  analog
integrated  circuits.  Thus,  the  development of successful  analog  integrated
circuits is generally more dependent on innovative  design within  technological
constraints  rather than on achieving  small feature  sizes and high  densities.
Typically,   designers  of  analog  circuits  must  take  into  account  complex
interrelationships between the manufacturing process, the physical layout of the
circuit  elements  and  the  packaging  of the end  product,  all of  which  can
significantly affect performance. Moreover, the high performance characteristics
required  by  new  and  emerging   applications   for  analog  circuits  involve
increasingly  advanced  designs,  which will in turn require more skilled analog
designers,  innovative design strategies and rigorous design methodologies.  The
number of design  engineers who have the training,  creativity and experience to
design complex analog circuits is very limited, and the available computer-aided

                                       3
<PAGE>

design  ("CAD") tools for analog circuit design  typically  require  substantial
customization  by the user in order to  provide  adequate  utility  for  complex
analog circuit design.

         In order to meet the needs of electronic systems manufacturers,  analog
integrated  circuit  companies must offer a wide range of both high  performance
standard  products and market  specific  ASSPs.  Standard  products can serve as
basic  building  blocks to assist  system  designers in bringing new products to
market rapidly. ASSPs enhance performance and combine functions to reduce system
size and cost as end-user  needs become  better  defined and system unit volumes
increase.  The  critical  point of  competition  for analog  integrated  circuit
companies is at the "design-in" stage when the system designer evaluates various
alternative components for implementing the system architecture.  Companies that
offer  families of analog  standard  products and ASSPs that perform a number of
the functions required by the systems design will typically have an advantage at
the design-in stage because systems designers prefer to choose products from the
same  vendor  once the  vendor has been  qualified  as a  producer  of  reliable
products.

         The  Company  believes  that the  pervasive  use of digital  integrated
circuits in electronic  systems and the rapid advances in digital technology are
driving increasing demand for high performance analog products,  particularly in
the  video/multimedia,   data  processing,  instrumentation  and  communications
markets.

Product Markets and Applications

         Elantec targets four high growth  commercial  markets where it believes
there is an  increasing  demand for  analog  solutions:  video/multimedia,  data
processing,  instrumentation and communications.  In each of its target markets,
the Company offers a family of standard  products and ASSPs that are designed to
be  used  as  building  blocks  by  addressing  a  number  of  common  component
requirements,  thereby providing more effective solutions for electronic systems
designers.  Most of the Company's standard products are used in more than one of
these markets, while in general each ASSP is used in only one specific market.

         The following table sets forth examples of typical  applications of the
Company's  products  in  each  of  the  four  target  commercial  markets  and a
representative application:


      ----------------------------- ----------------------------------------

                 Market                      Typical Applications

      ----------------------------- ----------------------------------------
      Video/Multimedia              Overhead Displays
                                    Set Top Converters
                                    Special Effects Generators
                                    Switchers/Routers
                                    Video Cameras
                                    Video Distribution Networks
                                    Video Signal Processing
                                    Workstations
      ----------------------------- ----------------------------------------
      Data Processing               Copiers
                                    Document Scanners
                                    Optical Disk Drives
                                    Personal Computers
                                    Power Supplies
                                    Streaming Tape Drives
      ----------------------------- ----------------------------------------


                                       4
<PAGE>

      ----------------------------- ----------------------------------------
      Instrumentation               Analyzers
                                    Automatic Testers
                                    Measuring Instruments
                                    Medical Instrumentation
      ----------------------------- ----------------------------------------
      Communications                ADSL Transceivers
                                    HDSL Transceivers
                                    Video Phones
                                    Video Teleconferencing
      ----------------------------- ----------------------------------------
      ----------------------------- ----------------------------------------

Primary Markets

         Video/Multimedia. Video images are increasingly being incorporated into
electronic  applications such as multimedia  computing and communications.  This
trend is creating  increasing  demand for high speed  amplifiers  and  specialty
analog  circuits for the processing  and display of video  signals.  The Company
focuses on several segments of the video/multimedia  market, including displays,
set top  converters,  special  effects  generators,  studio  equipment and video
distribution networks.

         Data  Processing.  The  growth  of  data  processing,  particularly  in
personal  computers,  has been driven by advances in digital  technology,  which
have in turn created new applications for analog functions.  In this market, the
Company's  products include  amplifiers for document  scanners and copiers,  and
circuits  for tape head drivers for  streaming  tape  drives.  In addition,  the
emergence  of  microprocessors  that  operate at voltages as low as 2.7 volts is
creating requirements for new power conversion solutions.  For example, the next
generation Intel Pentium Pro microprocessor  series has the ability to interface
with the power supply to adjust its operating voltage for optimum microprocessor
performance.  This  capability  has  created an  opportunity  for a new class of
analog power supply products that interface with the microprocessor, and Elantec
is  currently  developing  and  improving  a family of  products  to serve these
requirements.

         Instrumentation.  The detection and  measurement of analog  information
such as light, sound, temperature, pressure and speed in industrial, medical and
other measurement  systems have been a traditional focus of analog circuits.  As
systems grow more complex and information is processed at higher rates, there is
a  concomitant  requirement  for higher  speed  analog  circuits  to process the
information  in analog  format.  The Company  supplies  products  for high speed
instrumentation,   automatic  testers  and  medical  instrumentation,   such  as
ultrasound scanners.

         Communications.  The  convergence of  communications  and computers has
also created  opportunities for high performance  analog circuits.  For example,
electronic  communications  through  telephone lines  increasingly  include both
digital and analog information such as audio, video and data and require digital
and analog  circuits to transmit and process them.  In this market,  the Company
supplies  transceivers  and  high  speed  amplifiers  for  Asymmetrical  Digital
Subscriber  Line  ("ADSL") and High Bit Rate Digital  Subscriber  Line  ("HDSL")
techniques  for   increasing  the  rate  at  which  data  is  transmitted   over
twisted-pair wires such as conventional  telephone lines, which is important for
emerging  communications  applications such as Internet access,  video-on-demand
and picture phones.

Other Markets

         In addition to its primary  markets,  the Company provides its products
to electronic systems manufacturers in the military and automotive markets.



                                       5
<PAGE>

         Military.  The Company has historically  offered products for a variety
of military  applications  and continues to offer  certain  products to meet the
needs of  customers of these  products.  However,  the Company is not  currently
designing  new  products for the  military  market.  The Company does not expect
sales of military products to increase in the future as the Company continues to
focus its resources on its four target  markets in the  commercial  sector.  The
Company is subject to audits by the Defense  Electronic  Supply Center to assess
its compliance with certain  military defense  requirements.  In fiscal 1995 and
fiscal 1996, sales of military  products  accounted for approximately 18% and 9%
of the Company's net product revenues, respectively.

         Automotive.  In February  1993,  the Company  entered into an agreement
with Aisin Seiki Co., Ltd.  ("Aisin"),  a  manufacturer  of automotive  parts in
Japan  and a member of the  Toyota  group of  companies.  Under the terms of the
agreement,  Elantec has licensed to Aisin certain proprietary Elantec technology
to design and manufacture analog integrated  circuits for the automotive market,
in  return  for  certain  license  fees and  royalty  payments  upon the sale of
products  derived  therefrom.  Under the  agreement,  the  Company is  currently
developing, and plans to manufacture, certain automotive products for Aisin. The
current agreement  continues through 1998 and provides for payment to Elantec of
a total of $7,000,000 in license fees of which $6,560,000 cash has been received
through 1996.

Products

         The Company offers more than 150 high performance analog products, most
of which are available in multiple packaging configurations.

         Standard  Products.  Amplifiers  and  buffers  are used to  amplify  or
reproduce  analog  electrical   signals  (either  voltage  or  current)  without
distortion.  High power amplifiers  provide a large electrical output current or
voltage and are particularly  useful in video  transmission  and  communications
applications.  High speed  amplifiers and buffers are designed  specifically  to
process high frequency  signals such as video  information  without  distortion.
Comparators are circuits that accurately  measure an electrical  signal level in
comparison  with a predetermined  value and indicate the result.  Mosfet drivers
are    circuits    that    control   the    switching    functions   of   mosfet
(metal-oxide-semiconductor  field effect  transistor)  power transistors used in
power control applications.

         Application Specific Standard Products. For the video/multimedia market
the  Company  offers a variety  of ASSPs that can be used as  standard  building
blocks to provide  solutions to the video system  designer for many common video
circuit  designs.  Sync separators are timing circuits that control the position
and stability of the video image on a video display.  D.C.  restoration circuits
restore to the correct  voltage level a video signal that has been amplified and
processed  in order to ensure  accurate  transfer  of video  information.  Video
multiplexers allow multiple video inputs to be connected to a single output in a
selected manner. Faders combine separate signals in different ratios for special
effects  such as the fading of one video image into  another.  Tape head drivers
provide  the  signals  that  activate  a  magnetic  tape  head to  transfer  the
electrical  signal to the  magnetic  tape for  storage.  In the  instrumentation
market,  pin drivers and  receivers  are used in  automatic  test  equipment  to
generate and detect  electrical  signals to test electronic  components.  In the
communications market,  transceivers are used to transmit and receive high speed
analog  signals  containing  encoded  digital   information  over  twisted  pair
telephone lines.

Sales and Distribution

         The Company sells its products  either  directly to customers  with the
assistance  of  independent  sales   representatives,   or  indirectly   through
independent  distributors.  The Company's  direct sales force  consists of sales
managers  and  field  application   engineers  who  support   customers,   sales
representatives  and  distributors in each major  geographic  market.  The sales
staff and field  application  engineers are located at the  Company's  Milpitas,
California  headquarters and in field sales offices in Massachusetts and London.
The Company's sales staff and field application engineers also manage, train and
support the Company's network of distributors.


                                       6
<PAGE>

         In North America, the Company sells its products through 25 independent
sales  representative  organizations  having a total of more than 35 offices and
six distributors  having a total of more than 90 locations.  These  distributors
are  entitled to price  rebates on unsold  inventory  if the Company  lowers the
prices of its products.  In addition, on a semi-annual basis, these distributors
are permitted to return for credit,  against  purchases of an equivalent  dollar
value of products,  up to 5% of their total  product  purchases  during the most
recent six-month period.

         In fiscal  1994,  domestic  sales to  Marshall  Industries  represented
approximately  11% of the Company's net revenues,  and In fiscal 1995,  sales to
Marshall Industries,  Internix,  Inc. and Insight Electronics,  Inc. represented
approximately 13%, 11% and 10% of the Company's net revenues,  respectively.  In
1996, no single domestic  representative  or distributor  accounted for sales in
excess of 10% of the Company's net revenues. See Note 1 of Notes to Consolidated
Financial Statements.

         Outside North America, the Company sells its products through a network
of   international   distributors.    Such   international   sales   represented
approximately 28%, 32% and 48% of the Company's net product revenues,  excluding
Aisin contract revenues,  in fiscal 1994, 1995, and 1996,  respectively.  During
fiscal 1996,  approximately  15% of the  Company's net revenues were to Microtek
International,  Inc.  in  Japan.  In 1994  and  1995,  no  single  international
distributor  accounted for sales in excess of 10% of the Company's net revenues.
On a semi-annual basis,  international  distributors are permitted to return for
credit, against purchases of an equivalent dollar value of products, up to 5% of
their total product purchases during the most recent six-month period.

         In connection with its  international  sales, the Company is subject to
the normal risks of  conducting  business  internationally.  These risks include
unexpected  changes  in  regulatory  requirements,  changes  in  legislation  or
regulations relating to the import or export of semiconductor  products,  delays
resulting from difficulty in obtaining  export licenses for certain  technology,
tariffs,  quotas  and  other  barriers  and  restrictions,  and the  burdens  of
complying with a variety of foreign laws. The Company is also subject to general
geopolitical  risks,  such as political and economic  instability and changes in
diplomatic  and  trade  relationships,  in  connection  with  its  international
operations.  Because sales of the Company's  products are  denominated in United
States  dollars,  fluctuations  in the value of the dollar  could  increase  the
prices in local currencies of the Company's products in foreign markets and make
the Company's products relatively more expensive than competitors' products that
are   denominated  in  local   currencies.   Additionally,   currency   exchange
fluctuations  could  reduce  the cost of  products  from the  Company's  foreign
competitors.

         A substantial  portion of the Company's  product  revenues are realized
through independent  distributors and independent sales representatives that are
not  under  the  direct  control  of  the  Company.   These   independent  sales
organizations  generally  carry the product lines of a number of companies,  are
not subject to any minimum purchase requirements and can discontinue selling the
Company's  products at any time.  Accordingly,  the Company must compete for the
focus  and  sales   efforts   of  its   distributors   and   independent   sales
representatives. In addition, the Company's distributors are permitted to return
to the Company a portion of the products  purchased by them,  and the  Company's
business and results of operations could be materially adversely affected if the
amount of returns exceeds the Company's reserves. There can be no assurance that
the Company will be able to retain the loyalty and attention of its distributors
and  representatives.  The loss of one or more of the Company's  distributors or
representatives  could have a material adverse effect on the Company's  business
and results of operations.

Backlog

         At September 30, 1996, the Company's  product backlog was approximately
$9.7  million,  compared to $7.7  million at  September  30,  1995.  The Company
generally  includes  in backlog all orders  scheduled  for  delivery  within six
months. The Company's business,  and to a large extent the entire  semiconductor
industry,  is characterized by short-term orders and shipment  schedules.  These
orders can generally be cancelled or rescheduled  without significant penalty to
the  customers.  As a result,  the  quantities of the  Company's  products to be
delivered and their delivery  schedules are  frequently  revised 


                                       7
<PAGE>

by customers to reflect  changes in their needs.  Since backlog can be cancelled
or rescheduled,  the Company's backlog at any time is not necessarily indicative
of future revenues.

Design Methodology and Process Technology

         Design Methodology

         The  Company's   designers  apply  a  rigorous,   standardized   design
methodology  intended to accelerate  the  development  and  introduction  of new
products, maintain consistent quality and promote the development and sharing of
design expertise among the engineering  staff.  Each designer  utilizes a common
set of customized  CAD tools on a network of computer  workstations  and applies
standardized  design rules in order to facilitate  the  integration of different
designs or design elements. The Company promotes design integrity and sharing of
expertise  by  requiring  each  designer to subject  designs to a series of peer
reviews and  simulation  and  verification  tests at different  stages of design
development.  The Company has developed  proprietary  computer models of circuit
elements  to assist in the  modeling,  simulation,  layout and  verification  of
circuit designs.

         In order to accelerate  the rate of new product  introductions,  create
broad  product  families  and respond to new market  opportunities,  the Company
designs  multiple  products  simultaneously  based on an array  methodology  and
common core  designs.  This  approach  enables  the  Company to produce  several
different  products,  each with high performance  characteristics  tailored to a
variety of specific applications, by applying different circuit connections to a
single piece of silicon on which a core design is implemented.

         The Company's approach to new product development is driven by specific
market   requirements   in  addition  to  advances  in  technology   and  design
methodology.  The Company has adopted a  systematic  approach of using its field
application  engineers to identify market opportunities for new high performance
products,   contacting  other  customers  to  determine   whether  there  is  an
opportunity  to develop  products  that will be  applicable  to a broad range of
customers in the  Company's  target  markets and  consulting  with the Company's
analog designers and marketing personnel to define ASSPs for the target markets.

         Process Technology

         The Company uses a variety of  semiconductor  process  technologies for
its products in order to meet the particular requirements of different customers
and  applications.   The  Company's  process   technologies  include  dielectric
isolation  and junction  isolation  complementary  bipolar,  junction  isolation
bipolar,  and  CMOS  technologies.  In  addition,  the  Company  utilizes  other
manufacturing  technologies to produce hybrid semiconductor products,  primarily
for military applications.

         Complementary  Bipolar  Technology.   The  Company  uses  complementary
bipolar  technologies  primarily  for  high  speed  applications  such as  video
amplifiers and video ASSPs.  Complementary bipolar technology uses two different
types of  transistors  (referred  to as "pnp" and "npn") to  process  high speed
analog  signals  efficiently  in either  positive  or negative  polarity,  which
substantially  simplifies  the design  process by  allowing  symmetrical  design
architectures,  permits  improved speed and requires less power. For high speed,
high  voltage  applications,  which  constitute  a  majority  of  the  Company's
applications,   Elantec  uses   dielectric   isolation   complementary   bipolar
technology.  For low voltage, high speed applications such as certain amplifiers
and video  ASSPs,  the Company uses  junction  isolation  complementary  bipolar
technologies provided by an outside foundry.

         Dielectric  Isolation  Technology.   Dielectric  isolation  is  an  SOI
manufacturing  technique that uses insulating oxide to isolate  transistors from
each other  electrically.  This  technique  has the inherent  advantages  of low
electrical capacitance,  which allows high speed signal processing and minimizes
cross-talk  or unwanted  interference  from other  signals,  and higher  voltage
operation,   which  is  useful  for   instrumentation   and  many  other  analog
applications.  Dielectric  isolation  technology  also allows  high  



                                       8
<PAGE>

temperature  operation  and provides a high degree of immunity  from  radiation,
which can be important for certain commercial and military applications.

         Junction Isolation Technology.  In junction isolation  technology,  the
transistors  are  isolated  from each  other  electrically  by a reverse  biased
semiconductor  junction.  This  technique is the most widely used  semiconductor
manufacturing  technology due to its relatively simple process and low costs but
does not offer  the  advantages  of SOI  technology  such as lower  capacitance,
higher temperature operation and relative immunity to interference from adjacent
electrical  signals.  The Company uses conventional  junction  isolation bipolar
technology  from  third-party  foundries where high speed is not a prerequisite,
such as in disk drive controllers.

         Complementary Metal-Oxide-Semiconductor Technology. Since 1992, Elantec
has  pursued  a  strategy  to  provide  a wider  range of  products  using  CMOS
technology.  CMOS  technology  enables the design of  circuits  with lower power
consumption than bipolar circuits,  but with relatively lower speed, and is well
suited for analog  switching and mixed signal  applications.  As a result,  CMOS
technology  is used in  portable  applications  where  power  consumption  is of
concern and high speed is not  critical.  Elantec's  family of high  performance
CMOS products is based on processes  that are optimized for analog  applications
and can be used at frequencies up to 50 megahertz.  Although CMOS  technology is
widely used in the semiconductor industry and the process for manufacturing CMOS
products  is  well  established,  the  Company's  experience  in  selecting  and
designing  CMOS  products is  limited,  and there can be no  assurance  that the
Company will be successful  in selecting  and designing  CMOS products that meet
market needs.

         Bonded  Wafer  Technology.  As  part  of  its  future  bipolar  product
development  strategy,  the Company is  developing  an  alternative  form of SOI
technology called bonded wafers.  The Company believes that, if successful,  the
bonded wafer  technology  could  provide many of the same benefits as dielectric
isolation but with lower wafer cost and improved performance due to higher speed
and smaller device size. 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 effect 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 markets  for the  Company's  products  are  characterized  by rapid
technological  change and  frequent new product  introductions.  There can be no
assurance  that  the  Company's  analog  products  or the  process  technologies
utilized  by the  Company  will not become  obsolete  or that the  bonded  wafer
technology  being developed by the Company will not be supplanted by alternative
new technologies. In addition, as digital integrated circuits have become faster
and their processing  capacity has expanded,  digital circuits have increasingly
been used to  perform  functions  in  electronic  systems  that were  previously
performed  with analog  technologies.  There can be no  assurance  that  further
advances  in  digital  processing  power  will not  eventually  supplant  analog
technologies  in those new  applications,  which  could have a material  adverse
effect on the Company's business and results of operations.

Manufacturing

         The  Company  manufactures  semiconductor  wafers  for  its  dielectric
isolation  complementary  bipolar  products in its own  facility to optimize the
performance  of these  products  and  maintain  a high  degree of  manufacturing
control. The Company's manufacturing facilities in Milpitas,  California include
a four-inch wafer fabrication facility and a 3,500 square foot clean room with a
class 10 masking  facility (no more than 10 particles larger than 0.5 microns in
size per cubic foot of air). The Company broadens its manufacturing capabilities
by using third-party  foundries to produce junction isolation bipolar wafers and
CMOS wafers.  The use of third-party  foundries  enables the Company to focus on
its design  



                                       9
<PAGE>

strengths  and minimize  fixed costs and capital  expenditures  while  providing
access to diverse  manufacturing  technologies  without bearing the full risk of
obsolescence.

         Sales of dieletric isolation products represented  approximately 67% of
the Company's net product  revenues in fiscal 1995 and 74% in 1996.  The process
for manufacturing  dielectrically  isolated  integrated circuits is more complex
than processes for junction isolation bipolar  manufacturing,  and the number of
foundries   that  have  the  capability  to  produce   dielectrically   isolated
semiconductor wafers is limited. The loss of any of these foundries would have a
material adverse effect on the Company's business and results of operations.

         The   Company   uses   different   third-party   foundries   to  supply
semiconductor wafers for its junction isolation bipolar,  complementary  bipolar
and  its  CMOS  products.  Sales  of  these  products  collectively  represented
approximately  15% and 16% of the Company's net product  revenues in fiscal 1995
and fiscal 1996,  respectively.  The Company  currently  uses a single source of
wafers for junction isolation bipolar and complementary  bipolar processes,  and
has two sources for CMOS processes. Elantec will continue to establish alternate
or second  sources in the  future.  The  Company  believes  that it has had good
long-term  relationships  with its foundries and that its relationships with its
foundries are stable. However, any interruption in the supply of wafers from the
Company's  foundries would have a negative impact on the Company's  business and
results of operations until an alternate  source could be established.  Although
the Company believes that it could develop alternative sources of supply,  there
can be no assurance  that the Company  could do so in a timely manner to prevent
such a material adverse impact.

         The  Company's  commercial  products  are  assembled  by a  variety  of
subcontractors  in Asia. These  subcontractors  may also be subject to capacity,
yield and quality problems or have difficulty  obtaining critical raw materials,
which could result in disruptions in the supply of assembled products. Any delay
or  disruption  in the  supply  of  assembled  products,  whether  by  reason of
manufacturing or assembly delays or other problems,  might result in the loss of
customers,  limitations or reductions in the Company's revenue or other material
adverse effects on the Company's business and results of operations.

         The  Company  tests  each  integrated  circuit  or "die" on the  wafers
produced  by the Company  and its  foundries  for  compliance  with  performance
specifications  before  assembly.  Following  assembly,  the packaged  units are
returned to the Company for final  testing and  inspection  prior to shipment to
customers.  The Company then performs  extensive  testing on all circuits  using
advanced  automated test equipment to ensure that the circuits satisfy specified
performance   levels.   The  Company   manufactures  its  military  products  in
conformance with the stringent quality and reliability  requirements of Military
Standard 883, at its military-certified facility in Milpitas, California.

         The  Company   anticipates   that  it  will  meet  its  future   growth
requirements by expanding its  manufacturing  capability at its present location
in Milpitas,  California.  These plans include  expanding its wafer  fabrication
capability for dielectric  isolation and bonded wafers, and expanding its analog
testing capability. On October 1, 1996 the Company signed a lease for a total of
approximately  24,000  square feet of space  located  adjacent  to the  Milpitas
manufacturing  facility.  Moving  administrative  functions to this new facility
will facilitate the manufacturing expansion.

Environmental Laws

         The  Company  is  subject  to a  variety  of  federal,  state and local
governmental regulations related to the use, storage,  discharge and disposal of
toxic,  volatile or  otherwise  hazardous  chemicals  used in its  manufacturing
process.  Although the Company believes that its activities conform to presently
applicable  environmental  regulations,  the failure to comply  with  present or
future  regulations  could  result  in  fines  being  imposed  on  the  Company,
suspension of production or a cessation of operations. There can be no assurance
that regulatory  changes or changes in regulatory  interpretation or enforcement
will not render compliance more difficult and costly. Any failure of the Company
to control  the use of, or  adequately  restrict  the  discharge  of,  hazardous
substances, or otherwise comply with environmental regulations, could subject it
to significant future liabilities.


                                       10
<PAGE>

Research and Development

         The Company's  ability to compete depends,  in part, upon its continued
introduction of technologically innovative products on a timely basis. Elantec's
product  development  strategy  emphasizes a broad line of products to address a
diversity of customer  applications.  The  Company's  research  and  development
efforts are directed  primarily at designing  and  introducing  new products and
technologies  and, to a lesser  extent,  developing  new  testing and  packaging
techniques.  The Company continually upgrades its internal technology while also
working  with  foundries  to develop new  technologies  for new  generations  of
products.  In  addition,  the  Company  continually  refines  its  manufacturing
practices and technology to improve the yields of its products.

         The  Company  has  assembled  a team of highly  skilled  analog  design
engineers.  As  performance  demands have  increased  the  complexity  of analog
circuits,  the design and  development  process has become a  multi-disciplinary
effort, requiring expertise ranging from detailed knowledge of device physics to
expertise in device  placement and packaging to avoid  unwanted  cross-talk  and
signal   interference.   The  Company   supports  its  key  designers   with  an
infrastructure  of device  physicists,  product engineers and test engineers who
perform various  support  functions and allow the designers to focus on the core
elements of the design.

         As part of its future bipolar product development strategy, the Company
is  developing  a form of SOI  technology  called  bonded  wafers.  Bonded wafer
technology  uses two flat oxidized  silicon wafers that are thermally  bonded to
one another,  after which one wafer is  precisely  ground and polished to form a
thin silicon layer supported by the insulating  oxide and the remaining  silicon
wafer. This thin silicon layer is suitable for making individual elements of the
semiconductor  circuits  that  are  electrically  isolated  from  each  other by
insulating  oxide  to  provide  performance  characteristics  superior  to those
achievable  with other  technologies  such as dielectric  isolation and junction
isolation. The Company believes that, if successful, the bonded wafer technology
could provide many of the same  benefits as dielectric  isolation but with lower
wafer cost and improved performance due to higher speed and smaller device size.
This  technology  could  provide  the  Company  with the  capability  to provide
products  with higher levels of  integration  and  performance  to the Company's
target markets.  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  this  bonded  wafer
technology or manufacturing  problems associated with transferring the Company's
current product line to this technology  would have a material adverse effect on
the Company's  business and results of  operations.  In addition,  delays in the
development  of this  technology  would  materially  and  adversely  affect  the
Company's new product development program.

         In fiscal  1994,  fiscal 1995 and fiscal 1996,  the Company  spent $3.9
million,  $4.8  million  and  $6.4  million,   respectively,   on  research  and
development.  The Company  expects  that it will  continue to spend  substantial
funds on research and development activities.

Patents and Licenses

         The Company seeks to protect its proprietary technology through patents
and trade  secret  protection.  Currently,  the Company  holds 29 United  States
patents and three foreign  patents,  expiring on various dates between the years
2005 and 2013 and has  additional  pending  United States  patent  applications,
although  there can be no  assurance  that any  patents  will  result from these
applications.  While the Company intends to continue to seek patent coverage for
its  products  and  manufacturing  technology  where  appropriate,  the  Company
believes that its success  depends more heavily on the  technical  expertise and
innovative abilities of its personnel than on its patent position.  Accordingly,
the Company also relies on trade secrets and confidential technological know-how
in the conduct of its  business.  There can be no assurance  that the  Company's
patents or applicable trade secret laws will provide adequate protection for the
Company's  technology  against  competitors  who may  develop or patent  similar
technology or reverse engineer the Company's products. In addition,  the laws of
certain  territories  in which the  Company's  products are or may be developed,
manufactured or sold,  including 


                                       11
<PAGE>

Asia,  Europe and Latin  America,  may not protect the  Company's  products  and
intellectual  property  rights  to the same  extent  as the  laws of the  United
States.

         The  Company  has  not  been  involved  in  any  intellectual  property
litigation to date.  However,  the  semiconductor  industry is  characterized by
frequent  litigation  regarding patent and other  intellectual  property rights.
There can be no assurance  that third parties will not assert claims against the
Company  with  respect to existing or future  products or  technologies.  In the
event of litigation to determine the validity of any  third-party  claims,  such
litigation,  whether or not determined in favor of the Company,  could result in
significant  expense to the  Company  and divert  the  efforts of the  Company's
technical and management  personnel from  productive  tasks.  In the event of an
adverse ruling in such litigation,  the Company might be required to discontinue
the use of certain processes, cease the manufacture,  use and sale of infringing
products,  expend significant resources to develop non-infringing  technology or
obtain  licenses to the  infringing  technology.  There can be no assurance that
licenses  will be available on  responsible  commercial  terms,  or at all, with
respect to disputed third-party  technology.  In the event of a successful claim
against the Company and the Company's failure to develop or license a substitute
technology  at  a  reasonable  cost,  the  Company's  business  and  results  of
operations would be materially and adversely affected.

         The Company has licensed to Aisin certain of the Company's  proprietary
technology  to design and  manufacture  analog  semiconductor  products  for the
automotive market. See "Product Markets and Applications -- Other Markets."

Competition

         The   semiconductor   industry   is   intensely   competitive   and  is
characterized  by rapid  technological  change,  product  obsolescence and price
erosion  in  many  markets.   The  analog  integrated  circuit  segment  of  the
semiconductor   industry  is  also   intensely   competitive,   and  many  major
semiconductor  companies  presently  compete or could compete in some segment of
the Company's  market.  Most of these  competitors  have  substantially  greater
financial, technical, manufacturing, marketing, distribution and other resources
and broader  product  lines than Elantec.  The Company also competes  indirectly
with the in-house design staffs of certain of its customers, which often provide
alternative solutions to individual analog systems  requirements.  The Company's
current  primary  competitors  are  Analog  Devices,   Inc.,  Linear  Technology
Corporation,   Maxim  Integrated  Products,  Inc.,  and  National  Semiconductor
Corporation.   As  the  Company  expands  its  product  line,  it  expects  that
competition  will increase with these and other domestic and foreign  companies.
Although  foreign  companies  have  not   traditionally   focused  on  the  high
performance analog market,  many foreign companies,  particularly  certain Asian
companies, have the financial and other resources to participate successfully in
these  markets,  and  there  can be no  assurance  that  they  will  not  become
formidable competitors in the future.

         The Company believes that its ability to compete  successfully  depends
on a number of factors,  including the breadth of its product line,  the ability
to develop and  introduce  new products  rapidly,  product  innovation,  product
quality and  reliability,  product  performance,  price,  technical  service and
support,  adequacy  of  manufacturing  capacity  and  sources of raw  materials,
efficiency of production,  delivery capabilities and protection of the Company's
products by  intellectual  property  laws.  The Company  believes  that  product
innovation,  quality,  reliability,  performance  and the  ability to  introduce
products rapidly are more important competitive factors than price in its target
markets  because  the  Company  competes  primarily  at the  stage  when  system
manufacturers design analog products into their systems. At the design-in stage,
there is less price competition,  particularly where there is only one source of
an application  specific  product.  The Company  believes that, by virtue of its
analog expertise and rigorous design  methodology,  it competes favorably in the
areas of rapid product introduction,  product innovation,  quality,  reliability
and  performance,  but it may  be at a  disadvantage  in  comparison  to  larger
companies with broader product lines,  greater technical and financial resources
and greater service and support capabilities. There can be no assurance that the
Company will be able to compete successfully in the future.

                                       12
<PAGE>

Employees

         At September  30, 1996,  the Company had 162 full time  employees.  The
Company believes that its future success will depend, in part, on its ability to
attract and retain  qualified  technical and  manufacturing  personnel.  This is
particularly  important in the areas of product  design and  development,  where
competition for skilled personnel, particularly those with analog experience, is
intense.  None of the Company's employees is subject to a collective  bargaining
agreement,  and the Company has never  experienced a work stoppage.  The Company
believes that its relations with its employees are good.

<TABLE>

Executive Officers and Directors of the Company

         The executive officers and directors of the Company are as follows:

<CAPTION>

          Name                                 Age    Positions
          <S>                                  <C>    <C>    
          David O'Brien                        57     President, Chief Executive Officer and Director

          Terrence W. Plette                   48     Vice President of Finance and Administration,
                                                      Chief Financial Officer and Secretary

          Richard E. Corbin                    61     Vice President of Bipolar Design Engineering

          Ralph S. Granchelli, Jr.             41     Vice President of Marketing

          Barry L. Siegel                      57     Vice President of Engineering

          Donald T. Valentine (1)              64     Director and Chairman of the Board

          Chuck K. Chan (2)                    46     Director

          James V. Diller (2)                  61     Director

          B. Yeshwant Kamath (1)               48     Director

<FN>
----------------

(1)  Member of the Audit Committee.
(2)  Member of the Compensation Committee.
</FN>
</TABLE>

         David O'Brien has served as President,  Chief  Executive  Officer and a
director of the Company  since  September  1987,  and served as Chief  Financial
Officer  from August 1995 to December  1995.  From 1982 to  September  1987,  he
served as President and Chief Executive Officer of Precision  Monolithics,  Inc.
("Precision  Monolithics"),  a semiconductor  company. From 1979 to 1982, he was
Vice  President  of  Engineering  and Senior Vice  President  of  Operations  at
Precision  Monolithics.  Previously,  Dr.  O'Brien  was  employed  by  Fairchild
Semiconductor  Corporation ("Fairchild  Semiconductor") from 1973 to 1979, where
he served in several  managerial  positions in engineering and  operations.  Dr.
O'Brien holds a B.S. degree in physics and M.S. and Ph.D.  degrees in electrical
engineering from the University of Wales, Swansea, United Kingdom, and an M.B.A.
degree from the University of Santa Clara, California.

         Terrence  W.  Plette  has  served  as Vice  President  of  Finance  and
Administration,  Chief  Financial  Officer and  Secretary  of the Company  since
December  1995.   Previously,   Mr.  Plette  held  various  positions  at  Intel
Corporation from 1973 to 1994,  including Network Products Division  Controller,
Semiconductor   Products   Group   Controller   and  Corporate   Accounting  and
International  Controller.  Mr. Plette holds a B.A. degree in economics from the
University of California,  Santa Barbara,  an M.A.  degree in economics from San
Jose State  University,  and an M.B.A.  degree in finance from the University of
Santa Clara.


                                       13
<PAGE>

         Richard  E.  Corbin  has served as Vice  President  of  Bipolar  Design
Engineering  of the Company since  September  1992.  From October 1987 to August
1992,  he served as the Company's  Vice  President of  Operations.  From 1981 to
1987,  Mr.  Corbin  was  employed  at  Precision  Monolithics,  in a variety  of
management positions including Director of CMOS Operations and Vice President of
New Product Development. From 1976 to 1980, Mr. Corbin held various positions at
Fairchild  Semiconductor  including  Division  Operations  Manager of CMOS.  Mr.
Corbin  holds a B.S.  degree in  mathematics  and  physics  from  Arizona  State
University.

         Ralph S.  Granchelli,  Jr. has served as Vice  President  of  Marketing
since  September  1994 and Vice  President of Marketing and Sales of the Company
from  November  1990 to August 1994.  From 1985 to October 1990 he served as the
Company's  Vice  President  of Sales.  From  1983 to 1985,  Mr.  Granchelli  was
National Sales Manager of Teledyne  Semiconductor,  Inc., a division of Teledyne
Industries,  Inc.  Previously,  Mr.  Granchelli held senior sales positions with
Micro Power Systems,  Inc., an analog  semiconductor  company,  and the Advanced
Analog Division of Intech, Inc., an analog hybrid semiconductor  company, and an
engineering  position at Teledyne Philbrick,  a division of Teledyne Industries,
Inc.  Mr.  Granchelli  holds an A.S.  degree  in  Electronics  Engineering  from
Wentworth  Institute of Technology and attended the University of Massachusetts,
Amherst  from  1976  to  1979,  where  he  studied  electrical  engineering  and
marketing.

         Barry L. Siegel co-founded the Company and has served as Vice President
of  Engineering  of the Company  since its  inception in 1983.  Prior to joining
Elantec,  Mr.  Siegel  was  employed  by  National   Semiconductor   Corporation
("National Semiconductor") from 1970 to 1983, where he held positions as Manager
of Hybrid  Product  Design and Manager of  Corporate  Applications  Engineering.
Previously,  Mr.  Siegel was a design  engineer at Fairchild  Semiconductor  and
Emerson  Electric Co.. Mr. Siegel holds a B.S. in  electrical  engineering  from
Washington  University of Missouri and an M.S. degree in electrical  engineering
from the University of Missouri at St. Louis.

         Donald T.  Valentine  has been a director of the Company  since January
1992 and  Chairman  of the Board  since March  1994.  Mr.  Valentine  has been a
general partner of Sequoia  Capital,  a venture capital firm,  since 1974. He is
also Chairman of the Board of C-Cube  Microsystems  Inc., a semiconductor  video
compression  company,  Vice Chairman of Cisco Systems,  Inc., an internetworking
communications  company, and a director of Sierra Semiconductor  Corporation,  a
communications  semiconductor  company.  He is also  Chairman  of the  Board  of
Network Appliance Corporation, a company in the network file server business.

         Chuck K. Chan has been a director of the Company since January 1992 and
also  served as a  director  from 1983 to 1984.  Dr.  Chan has been a partner in
Alpine Technology  Ventures, a venture capital firm, since December 1994 and has
also been a partner in Associated  Venture  Investors,  a venture  capital firm,
since 1982.  Dr. Chan holds B.S.,  M.S.  and Ph.D.  degrees in physics  from the
Massachusetts  Institute  of  Technology  and  an  M.B.A.  degree  from  Harvard
University.

         James V.  Diller has been a director of the  Company  since  1986.  Mr.
Diller  was a founder  of Sierra  Semiconductor  Corporation,  a  communications
semiconductor  company, was its President from 1983 to 1993 and is currently its
Chairman of the Board of Directors and Chief Executive Officer. Mr. Diller holds
a B.S. degree in physics from the University of Rhode Island.

         B. Yeshwant  Kamath has been a director of the Company since July 1993.
Dr. Kamath is the Division  President of the KUB division of Videonics Inc.. KUB
Systems,  a company that  manufactures  video  special  effects  equipment,  was
founded by Dr.  Kamath in February  1992 and  acquired by Videonics in May 1996.
Previously, Dr. Kamath was a founder of Abekas Video Systems, Inc., a subsidiary
of Carlton  Communications PLC, where he was President from 1982 to August 1990.
Dr.  Kamath is also a director of Euphonix,  Inc.,  a company that  manufactures
digitally  controlled  analog audio consoles for the music industry.  Dr. Kamath
holds a B.Tech.  degree in electrical  engineering  from the Indian Institute of
Technology,  and M.S.  and Ph.D.  degrees  in  electrical  engineering  from the
University of California, Berkeley.


                                       14
<PAGE>

         Each   director   holds  office  until  the  next  annual   meeting  of
stockholders and until his successor has been elected and qualified or until his
earlier  resignation  or  removal.  Each  officer  was  chosen  by the  Board of
Directors  and  serves  at the  pleasure  of the  Board of  Directors  until his
successor is appointed or until his earlier resignation or removal.








                                       15
<PAGE>

ITEM 2:  PROPERTIES


         The Company leases approximately 39,000 square feet of space located in
Milpitas, California for its manufacturing and engineering functions pursuant to
a lease  that  expires on June 30,  2005.  In  addition,  on October 1, 1996 the
Company signed a lease for a total of approximately  24,000 square feet of space
located  adjacent to the  Milpitas  manufacturing  facility  for  administrative
functions.  This seven year lease  expires on October 1, 2003.  The company also
leases 2,500  square feet of space for its sales  offices in  Massachusetts  and
London and  approximately  2,700  square  feet of  warehouse  space in San Jose,
California.  The Company  believes that its current  facilities  are adequate to
meet  its  current  requirements  for the  near  term.  See  Note 1 of  Notes to
Consolidated Financial Statements.



ITEM 3:  LEGAL PROCEEDINGS


         The Company is not a party to any material legal proceedings.



ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


         No matters  were  submitted  to a vote of security  holders  during the
quarter ended September 30, 1996.



                                       16
<PAGE>

                                     PART II


ITEM 5:  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


Price Range Of Common Stock

         Elantec's  Common Stock has been traded on the Nasdaq  National  Market
under the Nasdaq symbol "ELNT" since the Company's  initial  public  offering on
October 11, 1995. The high and low closing sales prices  indicated  below are as
reported on the Nasdaq National Market.



                           Common Stock Prices
--------------------------------------------------------------------------------

                                                               HIGH       LOW
                                                          ----------------------
Fiscal 1996
------------
Quarter ended December 31,1995 (Starting on 10/11/95)       $   11 7/8   $ 7
Quarter ended March 31,1996                                 $   10 1/4   $ 7 1/4
Quarter ended June 30,1996                                  $   13 1/4   $ 6 3/4
Quarter ended September 30,1996                             $    9 1/8   $ 5 1/2


As of September 30, 1996, there were approximately 343 stockholders of record.

Dividend Policy

         The  Company has never paid cash or  declared  dividends  on its stock.
Elantec  anticipates that it will continue to retain its earnings to finance the
growth of its business.



                                       17
<PAGE>

<TABLE>

ITEM 6:  SELECTED FINANCIAL DATA

The following selected consolidated  financial data is qualified by reference to
and should be read in conjunction with the consolidated financial statements and
related notes thereto and the section  captioned  "Management's  Discussion  and
Analysis of Financial  Condition and Results of Operations"  and other financial
information included elsewhere in this Annual Report on Form 10-K.

<CAPTION>

                                                                          Year Ended September 30,(1)
                                                      -------------------------------------------------------------------
                                                          1992          1993          1994          1995          1996
                                                          ----          ----          ----          ----          ----
                                                                     (in thousands, except per share data)
<S>                                                     <C>           <C>           <C>           <C>           <C>    
Statement of Operations Data:

    Net revenues                                        $15,426       $18,477       $22,937       $26,884       $36,806
    Gross profit                                          6,896         9,510        10,819        13,928        18,798
    Income from operations                                  447         1,588         1,859         2,887         4,300
    Income before taxes                                     272         1,553         1,568         2,951         4,761
    Net income                                          $   260       $ 1,270       $ 1,125       $ 2,713       $ 4,389
    Net income per share(2)                             $  0.05       $  0.18       $  0.15       $  0.34       $  0.47
    Number of shares used in computing per share
         amounts(2)                                       7,372         7,495         7,736         7,874         9,332


                                                                                 September 30,(1)
                                                      --------------------------------------------------------------------
                                                        1992           1993          1994           1995         1996
                                                        ----           ----          ----           ----         ----
                                                                                  (in thousands)                                 
Balance Sheet Data:                                                                                             
                                                                                                                
    Working capital                                      $4,563        $5,537         $6,018         $6,854      $17,638
    Total assets                                          9,373        11,058         14,919         20,910       35,246
    Long-term debt and capital lease obligations            368           298            517          1,313        1,566
    Total stockholders' equity                            5,788         7,064          8,318         11,142       24,074
                                                                                                               

<FN>
--------------
(1)    The Company's  fiscal periods end on the Sunday closest to the end of the
       calendar period.  For ease of  presentation,  each fiscal period has been
       presented as though it ended on the final day of the calendar period.

(2)    See  Note  1  of  Notes  to  Consolidated  Financial  Statements  for  an
       explanation  of the  determination  of  the  number  of  shares  used  in
       computing net income per share.

</FN>
</TABLE>


                                       18
<PAGE>


ITEM 7:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS.


Results of Operations

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


                                               Year Ended September 30,
                                        ------------------------------------
                                           1994          1995          1996
                                           ----          ----          ----

    Net revenues                         100.0%        100.0%        100.0%
    Gross profit                          47.2%         51.8%         51.1%
    Income from operations                 8.1%         10.7%         11.7%
    Income before income taxes             6.8%         11.0%         12.9%
    Net income                             4.9%         10.1%         11.9%


         Net Revenues.  The Company's  net revenues  increased  17.2% from $22.9
million  in  fiscal  1994 to $26.9  million  in  fiscal  1995 and  increased  an
additional 36.9% to $36.8 million in fiscal 1996.  Contract revenues declined by
$54,000 and $195,000 in fiscal 1995 and 1996 respectively.  Net product revenues
increased  18.8% from $21.2  million in fiscal  1994 to $25.2  million in fiscal
1995 and  increased an  additional  40.0% to $35.3  million in fiscal 1996.  The
increase  in net  product  revenues  in each  period was  primarily  a result of
increases in commercial product revenues.

         Commercial product revenues,  driven by increased unit sales, increased
22.5% from  $16.9  million in fiscal  1994 to $20.7  million in fiscal  1995 and
increased an additional  57.0% to $32.5 million in fiscal 1996. The increases in
unit  volumes  in each  period  were  attributable  to  stronger  demand for the
Company's products in the  video/multimedia,  instrumentation and communications
markets,  offset in part by a decline  in demand  for the  Company's  disk drive
controller  products in the data  processing  market.  Disk drive product demand
continued to decline in 1996 while unit sales of power control parts to the data
processing  market  tripled.  The Company's  average  selling  prices  decreased
slightly  in fiscal  1995 and  remained  flat from  1995 to 1996.  However,  the
Company  expects  the  average  selling  prices of its  commercial  products  to
decrease over time.

         The  Company's  military  product  revenues  increased  4.4%  from $4.3
million in fiscal 1994 to $4.5 million in fiscal 1995 and  decreased 29% to $3.2
million in fiscal 1996. The growth in military product revenues between 1994 and
1995 was a result of increases in average  selling prices,  partially  offset by
reductions in unit volumes.  In 1996, the decrease in military  product revenues
was a result of a 54% unit  volume  decrease  which was  partially  offset by an
increase in average selling prices.  The Company  continues to focus on its four
target markets in the commercial  product sector and is not currently  designing
new products for the military. Accordingly, the Company expects military product
revenues to decrease in the future.

         Export  sales were  42.3%,  43.7% and 52.3% of net  revenues  in fiscal
1994,  1995 and 1996,  respectively.  The increase in export sales was primarily
the  result  of the  development  of  Japanese  and  Taiwanese  markets  for the
Company's products. See Note 9 of Notes to Consolidated Financial Statements.

         Gross Margin. The Company's gross margin increased from 47.2% in fiscal
1994 to 51.8% in  fiscal  1995 and then  decreased  slightly  to 51.1% in fiscal
1996. The increase in gross margin from fiscal 


                                       19
<PAGE>

1994 to fiscal 1995 resulted from reductions in  manufacturing  variances and in
unit  manufacturing  costs  associated  with  process  improvements  and  higher
utilization  of  manufacturing  capacity due to increased  levels of  shipments,
offset in part by decreases in average selling prices for commercial products as
well as certain manufacturing  difficulties  associated with third party foundry
services and the transition to new test and fabrication equipment.  The decrease
in gross margin from fiscal 1995 to 1996 resulted from  continued  reductions in
average  selling  prices  and  increases  in  unfavorable   manufacturing  yield
variances  associated  with third party foundry  services.  While the Company is
working on programs to reduce  these  manufacturing  variances,  there can be no
assurance  that the  Company  will not  encounter  similar  difficulties  in the
future, and gross margin may continue to fluctuate from quarter to quarter.

         Research and Development  Expenses.  Research and development  expenses
increased  22.4% from $3.9 million in fiscal 1994 to $4.8 million in fiscal 1995
and increased an additional  33.4% to $6.4 million in fiscal 1996. The increases
in research and  development  are primarily the result of costs  associated with
additional  employees  and  consultants  and,  to  a  lesser  extent,  increased
expenditures for mask sets,  silicon and other materials.  During these periods,
the Company's research and development  activities focused on incorporating CMOS
process technology into the Company's commercial product line, which resulted in
the  introduction of a number of new CMOS products.  The Company also introduced
new bipolar  products from fiscal 1994 through  fiscal 1996 at a rate  exceeding
the pre-1994 levels.  The Company expects to incur higher absolute  research and
development  expenses in the future,  although  these  expenses  are expected to
remain  relatively  constant as a percentage  of net  revenues.  There can be no
assurance,  however,  that  net  revenues  will  grow  at the  same  rate as the
anticipated research and development expenses.

         Marketing,  Sales,  General  and  Administrative  Expenses.  Marketing,
sales, general and administrative  expenses increased 23.9% from $5.0 million in
fiscal 1994 to $6.2 million in fiscal 1995 and increased an additional  29.7% to
$8.1  million in fiscal  1996.  For 1995,  selling and  administrative  expenses
included added compensation expenses for additional  personnel,  increased sales
commissions  due to  increased  sales,  increases  in the  level of  advertising
expenses,  and, higher absolute  marketing,  sales,  general and  administrative
expenses due to reporting and other  requirements of a public company.  In 1996,
selling and  administrative  expenses included added  compensation  expenses for
additional  personnel,  increased  sales  commissions due to increased sales and
increases in the level of advertising expenses.

         Interest and Other  Income  (Expense),  Net.  Interest and other income
(expense),  net was  ($291,000)  in fiscal  1994,  $64,000  in  fiscal  1995 and
$461,000 in fiscal 1996. Interest and other income (expense), net in fiscal 1994
included a charge of $312,000  resulting from a proposed initial public offering
that was not completed. The increase in interest expense in fiscal 1995 reflects
increased  borrowings under the Company's  working capital lines of credit.  The
increase of interest  income in 1996 resulted from  investing  proceeds from the
Company's  initial public  offering in October of 1995 in cash  equivalents  and
short-term   investments.   See  Note  1  of  Notes  to  Consolidated  Financial
Statements.

         Provision  for Taxes on  Income.  Provisions  for  taxes on income  for
fiscal 1994, 1995 and 1996 were lower than the statutory rate principally due to
the benefit of net operating loss  carryforwards  offset by alternative  minimum
taxes,  state taxes and foreign  withholding  taxes.  At September 30, 1996, the
Company had federal net operating loss carryforwards of approximately $3,500,000
that expire in the years 2004 through 2005. In addition, the Company had federal
general business credit  carryforwards of approximately  $644,000 that expire in
the years 1999  through  2010 and foreign tax credit  carryforwards  of $625,000
that expire in 1998  through  2001.  



                                       20
<PAGE>

Under certain  provisions of the Internal Revenue Code of 1986, as amended,  the
availability  of the Company's net operating  loss and tax credit  carryforwards
may be subject to limitation  if it should be  determined  that there has been a
change in ownership of more than 50% of the value of the  Company's  stock.  See
Note 7 of Notes to Consolidated Financial Statements.

Factors Affecting Future Results

          This Annual Report on Form 10-K  contains  historical  information  as
well as forward looking  statements.  Forward looking statements concern matters
that involve  risks and  uncertainties,  including  but not limited to those set
forth below,  that could cause actual  results to differ  materially  from those
projected in the forward looking statements. In any event, the matters set forth
below should be carefully  considered when evaluating the Company's business and
prospects.

         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
conditions in various  geographic areas, and costs associated with other events,
such as  underutilization  or expansion  of  production  capacity,  intellectual
property disputes, environmental regulation, or other litigation. Further, there
can be no assurance that the Company will be able to compete successfully in the
future against existing or potential competitors or that the Companies operating
results will not be adversely affected by increased price competition.

         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 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 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.  Further, the Company's has a single wafer fabrication  facility. If
the Company were unable to use this facility,  as a result of a natural disaster
or otherwise, the Company's operations would be materially adversely affected.

         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 1997, 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 1997, 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  comparable  to the  Company's  current  products,  the
Company's future results of operations could be adversely impacted.


                                       21
<PAGE>

         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.

         The Company's  manufacturing  operations depend upon obtaining adequate
raw materials on a timely basis. The number of vendors of certain raw materials,
such as silicon wafers,  ultra-pure  metals and certain  chemicals and gases, is
very limited.  In addition,  certain  materials used by the Company require long
lead times and are available from only a few suppliers. For example, the Company
uses four inch silicon wafers in its wafer fabrication  processes.  From time to
time,  vendors have extended lead times or limited supply of four inch wafers to
the Company.  The Company's results of operations would be adversely affected if
it were unable to obtain  adequate  supplies of raw materials in a timely manner
or if there were significant increases in the costs of raw materials.

         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  proved  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. In fiscal 1997, the Company expects to expend approximately $9.8
million in capital expenditures 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 is 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.


                                       22
<PAGE>

         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.


Liquidity and Capital Resources

         From  fiscal  1994  through  fiscal  1996,  the  Company  financed  its
operations primarily from cash provided by operating activities.

         Net cash  provided  by  operating  activities  was $3.1  million,  $2.8
million and $5.1 million in fiscal 1994, 1995 and 1996,  respectively.  Net cash
provided by operating activities in fiscal 1994 resulted primarily from proceeds
received from the Aisin agreement,  depreciation and net income,  offset in part
by an increase in  inventories.  Net cash  provided by operating  activities  in
fiscal 1995 resulted  primarily from net income of $2.7 million and depreciation
of $1.2 million,  offset in part by increased working capital,  principally from
increased  accounts  receivable and inventories.  Net cash provided by operating
activities in fiscal 1996 resulted primarily from net income of $4.4 million and
depreciation of $1.7 million, offset in part by increased working capital, again
principally from increased accounts receivable and inventories.

         Net cash used in investing  activities was $1.1 million in fiscal 1994,
$2.2  million in fiscal  1995 and $8.6  million in fiscal  1996.  The  Company's
investing  activities in fiscal 1994 and 1995 were  principally  the purchase of
property and equipment.  In addition to property and equipment  purchases,  $6.7
million net cash was invested in available for sale investments.  Cash purchases
of property and equipment  totaled $1.0 million in fiscal 1994,  $1.7 million in
fiscal 1995 and $2.1 million in fiscal 1996. At September  30, 1996,  there were
outstanding  commitments for capital expenditures of approximately $1.6 million.
The Company  plans to spend $9.8 million on capital  expenditures  during fiscal
1997, primarily on expanding manufacturing capabilities in Milpitas, California.
Net cash used in financing  activities  was $254,000 in fiscal 1994 and $355,000
in fiscal  1995.  Financing  activities  in fiscal 1994 and 1995 were  primarily
repayments on capital lease obligations and long-term debt. Net cash provided by
financing  activities in 1996 was $6.8 million  primarily due to proceeds of the
Company's  initial  public  offering  in October  of 1995  which were  offset by
repayments on capital lease obligations and long-term debt.

         Net cash  provided by  financing  activities  was $0.3 million in 1994,
$0.4  million in 1995 and $6.8  million in fiscal  1996.  In October  1995,  the
Company  raised net proceeds of  approximately  $8.2  million by issuing  common
stock in its initial  public  offering.  This  financing  activity was partially
offset by payments on long-term  debt during 1996 of $1.6 million,  primarily on
long-term notes and capital leases.

         At September 30, 1996, the Company had working capital of $17.6 million
and cash and cash equivalents of $9.4 million. At September 30, 1996 the Company
had a  nonrevolving  lease line of credit for up to $2.5  million,  which can be
utilized for up to 100% of the value of the  equipment  financed.  Amounts drawn
under  this  line  are  periodically   converted  into  three-year   notes.  The
nonrevolving  lease line of credit expires in December 1996. The company expects
to secure a new lease line of credit upon  expiration  of the existing  line. At
September 30, 1996,  $973,000 was outstanding,  and  approximately  $1.5 million
remained  available  under the line.  Amounts  drawn  under this line as well as
under the notes 


                                       23
<PAGE>

are payable at interest  rates ranging from prime plus 0.25% to prime plus 1.75%
(8.5% to 10.0% at September  30, 1996).  The Company  believes that its existing
cash and cash  equivalents,  its current line of credit and cash from operations
will be  sufficient  to support its operating and capital needs for at least the
next twelve  months.  Any major change in the nature of the Company's  business,
such as the acquisition of products,  the design of products not currently under
development or the need for significant new capital  expenditures,  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.






                                       24
<PAGE>

ITEM 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



1.       INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

         The  following  Financial  Statements  are  filed  as part of this
         Report.

                                                                        Page No.

         Report of Ernst & Young LLP, Independent Auditors................. 29

         Consolidated Balance Sheets as of September 30, 1996 and 1995..... 30

         Consolidated Statements of Income for each of the three fiscal 
         years in the period ended September 30, 1996...................... 31

         Consolidated Statements of Stockholders' Equity for each of the 
         three fiscal years in the period ended September 30, 1996......... 32

         Consolidated Statements of Cash Flows for each of the three fiscal
         years in the period ended September 30, 1996...................... 33

         Notes to Consolidated Financial Statements........................ 34


2.       INDEX TO FINANCIAL STATEMENT SCHEDULES

         The   following    financial   statement   schedule   of   Elantec
         Semiconductor,  Inc. for the years ended  September 30, 1996, 1995
         and 1994 is filed as part of this  report  and  should  be read in
         conjunction with the Consolidated  Financial Statements of Elantec
         Semiconductor, Inc.

             Schedule II - Valuation and Qualifying Accounts for
             each of the three fiscal years in the period ended
             September 30, 1996............................................ 41

         Schedules  other than that listed  above have been  omitted  since
         they are either not required,  not applicable,  or the information
         is otherwise included.


ITEM 9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
         FINANCIAL DISCLOSURE

         Not Applicable.




                                       25
<PAGE>

                                    PART III



ITEM 10:  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


       Information  required by this Item with respect to Directors may be found
in the  section  captioned  "Election  of Elantec  Directors"  appearing  in the
definitive  Proxy  Statement to be delivered to  stockholders in connection with
the  Annual  Meeting of  Stockholders  to be held on  February  21,  1997.  Such
information is incorporated  herein by reference.  Information  required by this
Item with  respect to  executive  officers  may be found in Part I hereof in the
section  captioned  "Executive  Officers of the Company."  Such  information  is
incorporated herein by reference.



ITEM 11:  EXECUTIVE COMPENSATION


       Information  with  respect  to this  Item  may be  found  in the  section
captioned "Executive  Compensation"  appearing in the definitive Proxy Statement
to be  delivered  to  stockholders  in  connection  with the  Annual  Meeting of
Stockholders to be held on February 21, 1997.  Such  information is incorporated
herein by reference.



ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


       Information  with  respect  to this  Item  may be  found  in the  section
captioned  "Security  Ownership  of Certain  Beneficial  Owners and  Management"
appearing in the definitive  Proxy  Statement to be delivered to stockholders in
connection  with the Annual Meeting of  Stockholders  to be held on February 21,
1997. Such information is incorporated herein by reference.



ITEM 13:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


         Information  with  respect  to this  Item may be  found in the  section
captioned "Certain Transactions"  appearing in the definitive Proxy Statement to
be  delivered  to   stockholders  in  connection  with  the  Annual  Meeting  of
Stockholders to be held on February 21, 1997.  Such  information is incorporated
herein by reference.



                                       26
<PAGE>

                                     PART IV


ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

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

     1.  Financial  Statements and Financial Statement Schedules -- See Index to
         Consolidated  Financial Statements and Financial Statement Schedules at
         Item 8 on page 25 of this Report.

<TABLE>

     2.  Exhibits.  The following exhibits are filed as part of, or incorporated
         by reference into, this Report:

<CAPTION>

Exhibit
Number     Exhibit Title
-----      -------------
<S>        <C>

3.01    -- Company's Certificate of Incorporation.*
3.02    -- Company's Bylaws.*
4.01    -- Registration  Rights  Agreement dated August 12, 1988 by and among the Company and certain  
           stockholders and warrantholders,  as amended January 12, 1990 and as of August 4, 1995.*
10.01   -- Company's 1983 Stock Option Plan, as amended, and related documents.*
10.02   -- Company's 1994 Equity Incentive Plan, as amended, and related documents.*
10.03   -- Form of Company's 1995 Equity Incentive Plan and related documents.*
10.04   -- Form of Company's 1995 Directors Stock Option Plan and related documents.*
10.05   -- Form of Company's 1995 Employee Stock Purchase Plan and related documents.*
10.06   -- Form of Indemnification Agreement to be entered into by the Company with each of its directors and executive
           officers.*
10.07   -- Form of Executive Compensation Agreement, dated as of March 22, 1991, by and between the Company and David
           O'Brien.*
10.08   -- Form of Executive Compensation Agreement dated as of March 22, 1991, by and between the Company and each of
           Ralph Granchelli, Richard Corbin and Barry Siegel.*
10.09   -- Standard Industrial/Commercial Single-Tenant Lease, dated June 23, 1993, by and between the Company and Robert
           Ruggles, including amendments one through five thereto.*
10.10   -- Technology Transfer Agreement, dated February 24, 1993, between the Company and Aisin Seiki Co., Ltd. ("Aisin").*
10.11   -- Product Development Agreement No. 1, dated March 24, 1993, between the Company and Aisin.*
10.12   -- Product Development Agreement No. 2, dated March 24, 1995, between the Company and Aisin.*
10.13   -- Distributor Agreement, dated December 8, 1986, between the Company and Insight Electronics, Inc. ("Insight").*
10.14   -- Distributor Agreement, dated October 1, 1989, between the Company and Insight.*
10.15   -- Distributor Agreement, dated November 1, 1987, between the Company and Marshall Industries.*
10.16   -- Distributor Agreement, dated March 7, 1994, between the Company and Internix, Inc.*
10.17   -- Amendment to Standard Industrial/Commercial Single-Tenant Lease, Dated June 23, 1993**
10.18   -- Standard Industrial/Commercial Single-Tenant Lease, Dated February 20, 1996**
10.19   -- Amendment to Standard Industrial/Commercial Single-Tenant Lease, Dated February 20, 1996**
10.20   -- Distributor Agreement, dated August 1, 1996, between the Company and Microtek Inc.
11.01   -- Statement re computation of per share earnings.
21.01   -- Subsidiary of the Company.*
23.01   -- Consent of Ernst & Young LLP, Independent Auditors (see page 57 of this Report).
24.01   -- Powers of Attorney (see page 44 of this Report).
27.00   -- Financial Data Schedule

<FN>
-------------
*        Incorporated  by reference to the Company's  Registration  Statement on
         Form S-1, filed August 24, 1995, as amended (File No. 33-96136).
**       Incorporated  by reference to the  Company's  Quarterly  report on Form
         10-Q for the quarter ended June 30, 1996.
</FN>
</TABLE>



                                       27
<PAGE>

(b)  Reports on Form 8-K

         No current  reports on Form 8-K were  filed  during the fiscal  quarter
ended September 30, 1996.


(c)  Exhibits:

         The Registrant  hereby files as part of this Report the exhibits listed
         in Item 14(a)(2), as set forth above.


(d)  Financial Statement Schedules:

         See Item 14(a)(1) above.


                                       28
<PAGE>

                Report of Ernst & Young LLP, Independent Auditors

The Board of Directors and Stockholders
Elantec Semiconductor, Inc.

We  have  audited  the  accompanying  consolidated  balance  sheets  of  Elantec
Semiconductor,  Inc.  as of  September  30,  1996  and  1995,  and  the  related
consolidated statements of income, stockholders' equity, and cash flows for each
of the three  years in the period  ended  September  30,  1996.  Our audits also
included the  financial  statement  schedule  listed in the index at Item 14(a).
These financial  statements and schedule are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and schedule based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Elantec
Semiconductor, Inc. at September 30, 1996 and 1995, and the consolidated results
of its  operations  and its cash flows for each of the three years in the period
ended  September 30, 1996,  in conformity  with  generally  accepted  accounting
principles.  Also, in our opinion the related financial statement schedule, when
considered  in  relation  to the basic  financial  statements  taken as a whole,
presents fairly in all material respects the information set forth therein.



                                      ERNST & YOUNG LLP


San Jose, California
October 22, 1996



                                       29
<PAGE>

<TABLE>

                                                     Elantec Semiconductor, Inc.

                                                     Consolidated Balance Sheets
                                         (in thousands, except share and per share amounts)

<CAPTION>
                                                                                                                September 30,
                                                                                                            1996             1995
                                                                                                         --------------------------

<S>                                                                                                      <C>               <C>     
Assets
Current assets:
   Cash and cash equivalents                                                                             $  9,377          $  6,009
   Short-term investments                                                                                   6,663              --
   Accounts receivable, net of allowances of $340 in 1996
     and $265 in 1995                                                                                       4,175             4,125
   Inventories                                                                                              6,475             4,590
   Prepaid expenses and other current assets                                                                  554               585
                                                                                                         --------------------------
Total current assets                                                                                       27,244            15,309

Property and equipment:
   Machinery and equipment                                                                                 13,005             9,790
   Furniture and fixtures                                                                                     314               297
   Leasehold improvements                                                                                   2,407             1,800
                                                                                                         --------------------------
                                                                                                           15,726            11,887
   Accumulated depreciation and amortization                                                               (8,366)           (7,166)
                                                                                                         --------------------------
                                                                                                            7,360             4,721
Other assets, net                                                                                             642               880
                                                                                                         --------------------------
Total assets                                                                                             $ 35,246          $ 20,910
                                                                                                         ==========================

Liabilities and stockholders' equity
Current liabilities:
   Accounts payable                                                                                      $  3,749          $  2,864
   Income taxes payable                                                                                       315               173
   Accrued salaries and benefits                                                                            1,027               889
   Other accrued liabilities                                                                                  244               192
   Deferred revenue                                                                                         3,143             3,416
   Current portion of long-term debt and capital lease obligations                                          1,128               921
                                                                                                         --------------------------
Total current liabilities                                                                                   9,606             8,455
Long-term debt and capital lease obligations                                                                1,566             1,313
Commitments
Stockholders' equity:
   Preferred stock, $.01 par value:
     Authorized shares - 5,000,000 in 1996 and 1995                                                          --                --
     Issued and outstanding shares - none
   Convertible preferred stock, no par value:
       Issued and outstanding shares - none in 1996 and 4,936,648 in 1995                                    --              24,543
   Common stock, $.01 par value:
     Authorized  shares -  25,000,000 in 1996 and 1995
     Issued and  outstanding shares - 8,748,000 in 1996 and
     6,957,000 in 1995                                                                                         87                20
   Additional paid-in capital                                                                              33,475               456
   Accumulated deficit                                                                                     (9,488)          (13,877)
                                                                                                         --------------------------
Total stockholders' equity                                                                                 24,074            11,142
                                                                                                         --------------------------
Total liabilities and stockholders' equity                                                               $ 35,246          $ 20,910
                                                                                                         ==========================

<FN>
                                                           See accompanying notes.
</FN>
</TABLE>


                                       30
<PAGE>

<TABLE>
                                                     Elantec Semiconductor, Inc.

                                                  Consolidated Statements of Income
                                              (in thousands, except per share amounts)
<CAPTION>

                                                                                                  Year Ended September 30,
                                                                                    1996               1995                  1994
                                                                                 --------------------------------------------------


<S>                                                                              <C>                  <C>                  <C>     
Net revenues                                                                     $ 36,806             $ 26,884             $ 22,937
Cost of revenues                                                                   18,008               12,956               12,118
                                                                                 --------------------------------------------------
Gross profit                                                                       18,798               13,928               10,819

Operating expenses:
   Research and development                                                         6,413                4,806                3,928
   Marketing, sales, general, and administrative                                    8,085                6,235                5,032
                                                                                 --------------------------------------------------
        Total operating expenses                                                   14,498               11,041                8,960
                                                                                 --------------------------------------------------

Income from operations                                                              4,300                2,887                1,859
Interest and other income (expense), net                                              687                  195                 (217)
Interest expense                                                                     (226)                (131)                 (74)
                                                                                 --------------------------------------------------
Income before taxes                                                                 4,761                2,951                1,568

Provision for taxes on income                                                         372                  238                  443
                                                                                 --------------------------------------------------
Net income                                                                       $  4,389             $  2,713             $  1,125
                                                                                 ==================================================

Net income per share                                                             $   0.47             $   0.34             $   0.15
                                                                                 ==================================================
Shares used in computing per share amounts                                          9,332                7,874                7,736
                                                                                 ==================================================

<FN>
                                                           See accompanying notes.
</FN>
</TABLE>


                                                                 31

<PAGE>

<TABLE>
                                                     Elantec Semiconductor, Inc.

                                           Consolidated Statements of Stockholders' Equity
                                                           (in thousands)


                                                  Convertible                                     
                                                Preferred Stock              Common Stock       Additional                 Total   
                                              -----------------------------------------------    Paid-In   Accumulated Stockholders'
                                                Shares      Amount         Shares      Amount    Capital     Deficit       Equity  
                                              -----------------------------------------------------------------------------------

<S>                                              <C>       <C>             <C>       <C>         <C>          <C>        <C>     
Balance at September 30, 1993                    4,937     $ 24,543        1,443     $     15    $    221     $(17,715)  $  7,064
   Exercise of stock options                      --           --            323            3          96         --           99
   Exercise of warrants                           --           --             16         --            30         --           30
   Net income                                     --           --           --           --          --          1,125      1,125
                                              -----------------------------------------------------------------------------------
Balance at September 30, 1994                    4,937       24,543        1,782           18         347      (16,590)     8,318
   Exercise of stock options                      --           --            239            2         129         --          131
   Exercise of warrants                           --           --              3         --          --           --         --
   Repurchase of common stock                     --           --             (4)        --           (20)        --          (20)
   Net income                                     --           --           --           --          --          2,713      2,713
                                              -----------------------------------------------------------------------------------
Balance at September 30, 1995                    4,937       24,543        2,020           20         456      (13,877)    11,142
   Conversion of preferred stock                (4,937)     (24,543)       4,937           49      24,494         --         --
   Proceeds from IPO, net of                      --           --          1,400           14       8,189         --        8,203
   offering expenses of $911                      
   Exercise of stock options                      --           --            369            4         293         --          297
   Exercise of warrants                           --           --             22         --            43         --           43
   Net income                                     --           --           --           --          --          4,389      4,389
                                              -----------------------------------------------------------------------------------
Balance at September 30, 1996                     --       $   --          8,748     $     87    $ 33,475     $ (9,488)  $ 24,074
                                              ===================================================================================

<FN>
                                                           See accompanying notes.
</FN>
</TABLE>


                                                                 32
<PAGE>

<TABLE>

                                            Elantec Semiconductor, Inc.

                                       Consolidated Statements of Cash Flows
                                                  (in thousands)


                                                                                                  Year Ended September 30,
                                                                                        1996             1995                1994
                                                                                      ---------------------------------------------


<S>                                                                                   <C>                <C>                <C>    
Operating activities
Net income                                                                            $ 4,389            $ 2,713            $ 1,125
Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation and amortization                                                      1,677              1,182                846
     Changes in operating assets and liabilities:
       Accounts receivable                                                                (50)            (1,971)               202
       Inventories                                                                     (1,885)              (765)            (1,495)
       Prepaid expenses and other current assets                                           31               (179)               128
       Accounts payable and accrued liabilities                                         1,217              1,657                384
       Deferred revenue                                                                  (273)               207              1,896
                                                                                      ---------------------------------------------
Net cash provided by operating activities                                               5,106              2,844              3,086

Investing activities
Purchase of available for sale investments, net                                        (6,663)              --                 --
Purchase of property and equipment                                                     (2,144)            (1,673)            (1,017)
Decrease (increase) in other assets                                                       238               (524)              (111)
                                                                                      ---------------------------------------------
Net cash used in investing activities                                                  (8,569)            (2,197)            (1,128)

Financing activities
Payments on capital lease obligations                                                    (145)              (176)              (274)
Payments on long-term debt                                                             (1,567)              (290)              (109)
Issuances of common stock                                                               8,543                111                129
                                                                                      ---------------------------------------------
Net cash provided by (used in)  financing activities                                    6,831               (355)              (254)
                                                                                      ---------------------------------------------

Increase in cash and cash equivalents                                                   3,368                292              1,704
Cash and cash equivalents at beginning of period                                        6,009              5,717              4,013
                                                                                      ---------------------------------------------
Cash and cash equivalents at end of period                                            $ 9,377            $ 6,009            $ 5,717
                                                                                      =============================================

Supplemental disclosures of cash flow information
Lease and installment financing for capital equipment                                 $ 2,172            $ 1,769            $   710
Interest paid                                                                         $   202            $   117            $    74
Taxes paid                                                                            $   236            $    86            $   498

<FN>
                                                           See accompanying notes.
</FN>
</TABLE>


                                                                 33
<PAGE>


1. Business and Summary of Significant Accounting Policies

Basis of  Presentation  -- Elantec  Semiconductor,  Inc. (the Company)  designs,
manufactures and markets high performance analog integrated circuits used in the
video/multimedia,  data processing,  instrumentation and communications markets.
Principal  markets  include  sales in North  America,  Asia,  Europe  and  other
countries.

On October 11,  1995,  the Company  effected an initial  public  offering of its
shares pursuant to which it issued  1,400,000  common shares for net proceeds of
approximately $8,203,000.  Upon the closing of the initial public offering, each
outstanding share of Series 1 preferred stock was converted to common stock on a
share-for-share basis.

The consolidated  financial  statements  include the accounts of the Company and
its  wholly  owned  subsidiary,  Elantec  Government  Products,  Inc.,  which is
currently inactive.

Fiscal Year -- The Company's fiscal year ends on the Sunday closest to September
30.  Fiscal years 1996,  1995,  and 1994 ended on September  29,  October 1, and
October 2, respectively.  The Company also follows a 4/4/5 week quarterly cycle.
For convenience, the accompanying financial statements have been shown as ending
on September 30 for each fiscal year.

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.

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 the purposes of the balance sheet and statement of
cash flows  presentation.  Cash and cash  equivalents  are carried at cost which
approximates market value.

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  views its  available-for-sale  portfolio  as  available  for use in its
current operations.  At September 30, 1996, short-term  investments consisted of
corporate debt of  $2,152,000,  auction-rate  securities of  $3,200,000,  and US
Treasury  bills of  $1,311,000.  At September  30, 1995 there were no short-term
investments.

In accordance with Statement of Financial  Accounting  Standards (SFAS) No. 115,
"Accounting for Certain  Investments in Debt and Equity Securities," the Company
classifies its short-term investments as "available-for-sale" securities and the
cost of  securities  sold is based on the  specific  identification  method.  At
September 30, 1996 there was no significant  difference  between the fair market
value and the underlying cost of such investments.

Inventories  --  Inventories  are stated at the lower of  standard  cost  (which
approximates actual cost using the first-in, first-out method) or market.

Property  and  Equipment  -- Machinery  and  equipment as well as furniture  and
fixtures are stated at cost and depreciated  over the estimated  useful lives of
the  assets  (generally  three to ten  years)  using the  straight-line  method.
Leasehold improvements are stated at cost and amortized on a straight-line basis
over the shorter of the useful lives of the assets or the remaining  lease term.
Assets under  capital  leases are  recorded at the present  value of the related
lease obligations and amortized on a straight-line basis over the lease term.


                                       34
<PAGE>

Long-Lived  Assets -- On  October  1, 1995 the  Company  adopted  SFAS No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of." This statement  requires  long-lived assets to be evaluated for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying  amount  of an  asset  may  not be  recoverable.  Provision  under  the
statement did not have a material effect on the Company's consolidated financial
statements.

Income Taxes -- The Company  accounts for income taxes in  accordance  with SFAS
No. 109,  "Accounting  for Income Taxes," which requires the asset and liability
approach for financial accounting and reporting of income taxes. Deferred income
taxes reflect the net tax effects of temporary  differences between the carrying
amounts of assets and  liabilities  for  financial  reporting  purposes  and the
amounts used for income tax purposes.

Employee Stock Plans -- The Company  accounts for its stock option plans and its
employee  stock  purchase plan in accordance  with  provisions of the Accounting
Principles  Board's  Opinion No. 25 (APB 25),  "Accounting  for Stock  Issued to
Employees."  In 1995,  the Financial  Accounting  Standards  Board  released the
Statements of Financial Accounting Standards No. 123 (SFAS 123), "Accounting for
Stock Based  Compensation."  SFAS 123 provides an  alternative  to APB 25 and is
effective  for fiscal years  beginning  after  December  15,  1995.  The Company
expects to continue to account for its employee  stock plans in accordance  with
the  provisions  of APB 25.  Accordingly,  SFAS 123 is not  expected to have any
material impact on the Company's financial position or results of operations.

Revenue  Recognition -- Net revenues are stated net of discounts and allowances.
Revenue from  product  sales direct to  customers  and foreign  distributors  is
generally recognized upon shipment.  However, the Company defers the recognition
of revenue and the related cost of revenue on shipments to domestic distributors
that have certain  rights of return and price  protection  privileges  on unsold
merchandise until the merchandise is sold by the distributor.

In fiscal 1993, the Company entered into an agreement with a third party for the
transfer of certain  proprietary  process technology and technical  information,
training and, if requested by the third party,  engineering  assistance with the
design of integrated  circuits.  The agreement  also provides for the payment of
royalties  to the  Company  upon the sale by the third  party of  products  that
utilize the  transferred  technology.  The initial term of the agreement is five
years with optional renewal for an additional five successive  one-year periods.
Revenue related to the transfer of technical  information is recognized over the
life of the agreement in proportion to the total effort expected to be incurred,
which the Company expects will occur ratably.  Training revenue is recognized as
performed.  Fees for  engineering  services are recognized  over the development
periods.  The unearned portion of technology  transfer and engineering  services
fees are included in deferred  revenue  ($1,064,000  and $1,487,000 at September
30, 1996 and 1995, respectively).

Advertising  Expense  -- The  Company  expenses  the  costs  of  advertising  as
incurred. Advertising expense was approximately $617,000, $576,000, and $313,000
for the fiscal years ended September 30, 1996, 1995, and 1994, respectively.

Concentration of Credit Risk -- Financial  instruments that potentially  subject
the  Company  to  concentrations  of credit  risk  consist  principally  of cash
investments and trade receivables.

The Company's  policy is to place its cash and short-term  investments with high
credit  quality  institutions  and  limit  the  amount  invested  with  any  one
institution or in any type of financial instrument. The company does not hold or
issue financial instruments for trading purposes.


                                       35
<PAGE>

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. The
Company  generally does not require  collateral  from its trade  creditors.  The
concentration of credit risk in the Company's trade receivables is substantially
mitigated  by the  Company's  credit  evaluation  process  and the  geographical
dispersion of sales transactions. Bad debt write-offs have been insignificant.

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

                                                    Year Ended September 30,
                                                    1996     1995       1994
                                                 -------------------------------

     Microtek International, Inc.                   15%       --        --
     Marshall Industries                            --        13%       11%
     Internix, Inc.                                 --        11%       --
     Insight Electronics, Inc.                      --        10%       --


Net  Income Per Share -- Net income  per share is  computed  using the  weighted
average number of shares of common stock and dilutive common  equivalent  shares
from convertible  preferred stock (using the if-converted method) and from stock
options and warrants (using the treasury stock method).

2. Inventories

Inventories consisted of the following (in thousands):

                                                         September 30,
                                                     1996             1995
                                                    -----------------------

     Raw materials                                  $  800           $  347
     Work-in-process                                 4,266            3,710
     Finished goods                                  1,409              533
                                                    -----------------------
                                                    $6,475           $4,590
                                                    =======================

3. Borrowing Arrangements


At September 30, 1996 the Company had a  non-revolving  lease line of credit for
up to  $2,500,000,  which  can be  utilized  for up to 100% of the  value of the
equipment  financed.  Draw downs under this line  represent  three year  capital
leases.  The  nonrevolving  lease line of credit  expires in December  1996.  At
September  30, 1996,  $973,000 was  outstanding,  and  approximately  $1,477,000
remained  available  under the line.  Amounts drawn under this are payable at an
interest rate of prime plus 0.25% (8.5% at September 30, 1996).

In addition,  as of September 30, 1996,  the Company had six  outstanding  notes
payable  totaling  $1,693,000.  These  three-year  notes are payable at interest
rates  ranging  from prime  plus  0.25% to prime  plus  1.75%  (8.5% to 10.0% at
September  30,  1996).  These  notes  originated  from the  above-mentioned  and
previously expired, nonrevolving equipment lines of credit.

Future  payments on notes  payable as of September  30, 1996 were as follows (in
thousands):


                                       36
<PAGE>

           1997                                       $   908
           1998                                           657
           1999                                           128
           After 1999                                     --
                                                     --------
           Total                                       $1,693
                                                     ========

4. Obligations Under Capital Leases

Machinery and equipment  included  approximately  $1,576,000  and  $1,760,000 of
equipment  acquired  under  capital  leases  and  approximately  $1,507,000  and
$1,583,000 of related  accumulated  amortization at September 30, 1996 and 1995,
respectively.

The  following  is a schedule by year of future  minimum  lease  payments  under
capital  leases,  together  with  the  present  value of the net  minimum  lease
payments as of September 30, 1996 (in thousands):

           1997                                              $  291
           1998                                                 263
           1999                                                 246
           2000                                                 223
           2001                                                 170
                                                            --------
           Total minimum lease payments                       1,193
           Amount representing interest                        (192)
                                                            -------
           Present value of net minimum lease payments       $1,001
                                                            =======

5. Commitments

The Company leases its principal  facilities  under operating leases that expire
at various dates through the year 2005. The Company is generally responsible for
taxes, assessments, maintenance, and insurance under its leases.

Future  minimum  lease  payments  under  operating  leases that have  initial or
remaining  noncancelable  lease terms in excess of one year, as of September 30,
1996, were approximately as follows (in thousands):

           1997                                             $  658
           1998                                                671
           1999                                                690
           2000                                                708
           2001                                                714
           Thereafter                                        2,334
                                                          --------
           Total                                            $5,775
                                                          ========
                                                  
Total  rental  expense  on all  operating  leases  was  approximately  $339,000,
$401,000,  and $314,000 for the fiscal years ended September 30, 1996, 1995, and
1994,  respectively.  At September 30, 1996, there were outstanding  commitments
for capital expenditures of approximately $1.6 million.

6. Stockholders' Equity

Preferred Stock

Upon the closing of the initial  public  offering in October 1995, all 4,936,648
outstanding  shares of Series 1 Convertible  Preferred Stock of the Company (the
"Convertible  Preferred") were automatically  converted into 4,936,648 shares of
Common Stock.


                                       37
<PAGE>

Employee  Stock  Purchase Plan -- The Company has reserved and the  stockholders
approved 225,000 shares of common stock for issuance to eligible employees under
the 1995 Purchase Plan (the Purchase Plan).

Under the Purchase Plan,  eligible employees,  subject to certain  restrictions,
may purchase shares of common stock at a price equal to the lesser of 85% of the
fair market value at either the beginning of each six-month  offering  period or
the end of each six-month  offering period.  As of September 30, 1996, no shares
have been issued under the Purchase Plan.

Stock  Option Plans -- In August  1995,  the Board of Directors  approved and in
September  1995,  the  stockholder  approved (i) the adoption of the 1995 Equity
Incentive  Plan (the 1995 Equity Plan) as the  successor  to the 1994  Incentive
Plan (the Predecessor  Plan),  pursuant to which an additional 550,000 shares of
the Company's common stock, plus the number of shares remaining unissued and not
subject  to  outstanding  options  under  the  Predecessor  Plan and any  shares
issuable upon exercise of options granted under the Predecessor Plan that expire
or become  unexercisable  for any reason  without having been exercised in full,
have been  reserved  for  future  issuance,  and (ii) the  adoption  of the 1995
Directors'  Stock  Option  Plan (the 1995  Directors'  Plan)  pursuant  to which
150,000  shares of the  Company's  common  stock have been  reserved  for future
issuance. Each outstanding option under the Predecessor Plan will continue to be
governed by the terms and conditions of such plan; no additional options will be
granted under the Predecessor Plan.

Under the 1995 Equity Plan,  incentive stock options may be granted to employees
only at the  price  per share  that is not less  than the fair  market  value of
common  stock on the date of  grant.  Nonqualified  options  may be  granted  to
employees  or others at a price per share not less than 85% of fair market value
of the common stock on the date of grant.  Options are exercisable to the extent
vested.  Vesting,  as established by the Board of Directors,  generally  accrues
monthly over four years from the date of grant. The Company may also grant stock
bonuses and issue restricted stock to employees and others. The Company has made
no such grants  since the 1995  Equity  Plan's  inception.  The 1995 Equity Plan
expires ten years after adoption.

Under  the  1995  Directors'  Plan,  nonqualified  options  may  be  granted  to
nonemployee directors only at the price per share that is not less than the fair
market  value of  common  stock on the date of  grant.  Vesting  under  the 1995
Directors' Plan accrues monthly over four years from the date of grant. The 1995
Director's Plan expires ten years after adoption.

<TABLE>

Additional information with respect to the Company's stock option plans follows:

<CAPTION>
                                                                            Options Outstanding
                                                                   --------------------------------------
                                                      Shares            Number              Price
                                                    Available          of Shares          Per Share
                                                 --------------------------------------------------------
<S>                                                   <C>               <C>             <C>  
Balance at September 30, 1993                            --             1,513,510       $0.20 - $1.50
   Options authorized                                  450,000              --               $ --
   Options granted                                    (269,200)           269,200       $3.50 - $6.00
   Options exercised                                     --              (323,068)      $0.20 - $3.50
   Options canceled                                     45,915            (45,915)      $0.20 - $5.00
   Options expired                                     (41,335)             --               $ --
                                                 --------------------------------------------------------
Balance at September 30, 1994                          185,380          1,413,727       $0.20 - $6.00
   Additional share reservation                        860,000              --               $ --
   Options granted                                    (562,387)           562,387       $6.00 - $9.00
   Options exercised                                     --              (238,517)      $0.20 - $7.00
   Options canceled                                     52,740            (52,740)      $0.20 - $7.00
   Options expired                                     (12,590)             --               $ --
                                                 --------------------------------------------------------
Balance at September 30, 1995                          523,143          1,684,857       $0.20 - $9.00
   Options granted                                    (204,000)           204,000       $5.75 - $11.25
   Options exercised                                     --              (369,240)      $0.20 - $9.00
   Options canceled                                    147,465           (147,465)      $0.20 - $11.25
   Options expired                                     (23,865)             --               $ --
                                                 --------------------------------------------------------
Balance at September 30, 1996                          442,743          1,372,152       $0.20 - $11.25
                                                 ========================================================

</TABLE>
                                       38
<PAGE>


At September 30, 1996 and 1995,  794,891,  and 898,146 options were exercisable,
respectively.

7. Taxes on Income

The provision for taxes on income consisted of the following (in thousands):

                                            Year Ended September 30,
                                     1996             1995            1994
                               ----------------------------------------------

       Current:
          Federal                    $207              $178            $  99
          State                        90                10               34
          Foreign                      75                50              310
                               ----------------------------------------------
       Total                         $372              $238             $443
                               ==============================================

Foreign  income taxes are incurred on  technology  transfer fees received from a
foreign third party.

Significant  components  of the  Company's  deferred  tax assets for federal and
state income taxes were as follows (in thousands):

                                                  Year Ended September 30,
                                                  1996               1995
                                              -------------------------------
       Deferred tax assets:
          Net operating loss carryforwards        $ 1,201            $ 2,780
          Tax credit carryforwards                  1,269              1,345
          Distributor reserves                        722                865
          Deferred revenue                            669                610
          Other                                       389                351
                                              -------------------------------
       Total deferred tax assets                    4,250              5,951
       Less valuation allowance                    (4,250)            (5,951)
                                              -------------------------------
       Net deferred tax                           $   --             $   --
                                              ===============================

The valuation  allowance  decreased by approximately  $1,701,000 and $870,000 in
1996 and 1995  respectively.  Management  has  concluded  that a full  valuation
allowance  is  necessary  due to the  Company's  limited  earnings  history  and
volatility of the industry.

The  provisions for taxes on income  differed from the provisions  calculated by
applying  the  federal  statutory  rate to income  before  taxes as follows  (in
thousands):

                                               Year Ended September 30,
                                            1996        1995        1994
                                         --------------------------------

  Expected provisions at statutory rates   $1,619      $1,003       $533
  State taxes, net of federal benefit          59        --          --
  Foreign taxes                                75          50        310
  Benefit of net operating loss
  carryforwards                            (1,418)       (993)      (451)
  Other                                        37         178         51
                                         --------------------------------
                                           $  372      $  238       $443
                                         ================================


                                       39
<PAGE>

At September 30, 1996, the Company had federal net operating loss  carryforwards
of  approximately  $3,500,000  that expire in the years 2004  through  2005.  In
addition,  the Company had federal  general  business  credit  carryforwards  of
approximately  $644,000  that expire in the years 1999  through 2010 and foreign
tax credit carryforwards of $625,000 that expire in 1998 through 2001.

Under certain  provisions of the Internal Revenue Code of 1986, as amended,  the
availability  of the Company's net operating  loss and tax credit  carryforwards
may be subject to limitation  if it should be  determined  that there has been a
change in ownership of more than 50% of the value of the Company's  stock.  Such
determination  could limit the  utilization of net operating loss and tax credit
carryforwards.

8. Employee Benefit Plan

The Company has a 401(k)  savings plan that covers  substantially  all full-time
employees.  Eligible  employees  are permitted to make fully vested tax deferred
contributions  of up to 15% of  their  annual  gross  compensation,  subject  to
certain  Internal  Revenue Service  limitations.  The plan provides for employer
contributions at the discretion of the Board of Directors. Contributions made by
the  Company  for the  years  ended  September  30,  1996,  1995,  and 1994 were
approximately $20,000, $14,000, and $15,000, respectively.

9. Industry and Geographic Information

The  Company  operates in a single  industry  segment.  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:


                                          Year Ended September 30,
                                      1996          1995          1994
                                  --------------------------------------

    Domestic                           48%            56%          58%
    Export:
       Europe                          13             11           11
       Asia                            39             33           31
                                  --------------------------------------
                                      100%           100%         100.0%
                                  ======================================


10. Contingencies

The Company is a party to a number of legal proceedings  arising in the ordinary
course  of  its  business.   These   actions   include   patent   liability  and
employee-related  issues.  While it is not feasible to predict or determine  the
outcome of these matters,  the Company believes that the ultimate  resolution of
these claims will not ultimately have a material adverse effect on its financial
position or results of operations.

                                       40
<PAGE>

                                                                     Schedule II

<TABLE>
                           Elantec Semiconductor, Inc.

                        Valuation And Qualifying Accounts

                 Years ended September 30, 1996, 1995, and 1994

<CAPTION>

                                                                            Additions
                                                              Balance at    Charged to
                                                              Beginning      Cost and                        Balance at
                                                               of Year       Expense        Deductions      End of Year
                                                             -------------------------------------------------------------

<S>                                                               <C>           <C>           <C>               <C> 
Year ended September 30, 1996
   Allowance  for  doubtful  accounts  and  product
     returns (deducted from accounts receivable)                  $265          $566          ($491)            $340
                                                             =============================================================
Year ended September 30, 1995
   Allowance  for  doubtful  accounts  and  product
     returns (deducted from accounts receivable)                  $287          $776          ($798)            $265
                                                             =============================================================
Year ended September 30, 1994
   Allowance  for  doubtful  accounts  and  product
     returns (deducted from accounts receivable)                  $130          $568          ($411)            $287
                                                             =============================================================

</TABLE>


                                       41
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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,  in the
City of Milpitas, State of California, on the 20th day of December, 1996.

                           ELANTEC SEMICONDUCTOR, INC.

                           By:      /s/ David O'Brien
                                    --------------------------------------------

                           David O'Brien
                           President and Chief Executive Officer

         NO ALL  PERSONS BY THESE  PRESENTS,  that each person  whose  signature
appears below  constitutes and appoints David O'Brien and Terry Plette,  jointly
and  severally,  his true and lawful  attorneys-in-fact,  each with the power of
substitution,  for him in any and all  capacities,  to sign  amendments  to this
Report on Form 10-K, and to file the same,  with all exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby ratifying and conforming all that said  attorneys-in-fact,  or his or her
substitute or substitutes, may do or cause to be done by virtue thereof.

<TABLE>

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  this report has been signed by the following persons in the capacities
and on the dates indicated.

<CAPTION>
                  Name                                             Title                                        Date
                  ----                                             -----                                        ----
<S>                                               <C>                                                     <C>    
Principal Executive Officer:

/s/ David O'Brien                                 President and Chief Executive Officer and a              December 20, 1996
--------------------------------------------      Director
    David O'Brien                                

Principal Financial Officer:

/s/ Terrence W. Plette                            Vice President of Finance and Administration             December 20, 1996
--------------------------------------------      and Chief Financial Officer
    Terrence W. Plette                           

Additional Directors:

/s/ Donald T. Valentine                           Chairman of the Board of Directors                       December 20, 1996
--------------------------------------------
    Donald T. Valentine

/s/ Chuck K. Chan                                 Director                                                 December 20, 1996
--------------------------------------------
    Chuck K. Chan

/s/ James V. Diller                               Director                                                 December 20, 1996
--------------------------------------------
    James V. Diller

/s/ B. Yeshwant Kamath                            Director                                                 December 20, 1996
--------------------------------------------
    B. Yeshwant Kamath

</TABLE>


                                       42
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION



                             Washington, D.C. 20549



                                   -----------



                                    EXHIBITS

                                       to

                                    Form 10-K



                                      Under

                           THE SECURITIES ACT OF 1933



                                   -----------



                           ELANTEC SEMICONDUCTOR, INC.




                                       43
<PAGE>

                                INDEX TO EXHIBITS



  Exhibit                                                             Page
  Number     Description                                               No.
  ------     -----------                                               ---
   10.20     Distributor Agreement, dated August 1,1996 between 
             the Company and Microtek Inc.                             45
   11.01     Statement Re Computation of Per Share Earnings.           62
   23.01     Consent of Ernst & Young LLP, Independent Auditors.       63
   24.01     Powers of Attorney.                                       64
   27.00     Financial Data Schedule                                   65


                                       44