SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the Fiscal Year ended September 29, 1996
                         Commission File Number 2-23128

                           QUALITY SEMICONDUCTOR, INC.
             (Exact name of registrant as specified in its charter)

             California                                        77-0199189
       (State of incorporation)                             (I.R.S. Employer
                             Identification Number)

                                851 Martin Avenue
                              Santa Clara, CA 95050
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (408) 450-8000

        Securities registered pursuant to Section 12(b) of the Act: None

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


       Title of Class                                     Name of Exchange
-----------------------------                      -----------------------------
Common Stock, $.001 par value                      NASDAQ/National Market System

         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  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of the  registrant's  knowledge,  in definitive proxy or information
statement  incorporated  by  reference  in  Part  III of this  Form  10-K or any
amendment to this Form 10-K.

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant  (based  on the  closing  price as  reported  on the  NASDAQ/NMS  for
November 21, 1996 was $33,695,021. Shares of Common Stock held by each executive
officer and director  and by each person who owns 5% or more of the  outstanding
Common  Stock  have  been  excluded  in that  such  persons  may be deemed to be
affiliates.  This  determination  of  affiliate  status  is  not  necessarily  a
conclusive determination for other purposes. The number of outstanding shares of
the registrant's Common Stock as of November 21, 1996 was 5,536,207.


<PAGE>

                                     PART IV

Item 14.  Exhibits, Financial Statements Schedules, and Reports of Form 8K

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

               1.   Consolidated Financial Statements
               2.   Financial Statement Schedules
                           Schedule II - Valuation and Qualifying Accounts

                                                                     Sequential
Exhibit  Exhibit Document Description                                   Page
Number                                                                 Number

 
3.1      Restated Articles of Incorporation of the Company.                  *

3.2      Form of Amended and Restated Articles of Incorporation              *
         of the Company.

3.3      Bylaws of the Company.                                              *

3.4      Certificate of Amendment of the Bylaws of the Company               *

4.1      Subscription Agreement dated January 12, 1996 between              **
         AWA Limited and Quality Semiconductor Australia Pty. Ltd.

4.2      Semiconductor, Inc. and AWA Limited.                               **

4.3      Common Stock Purchase Warrant dated February 16, 1996              **
         issued by Quality Semiconductor, Inc. to AWA Limited.

10.1     Form of Indemnification Agreement for directors and officers.       *

10.2     Amended and Restated 1989 Stock Option Plan and forms              *+
         of agreements thereunder.

10.3     1993 Employee Stock Purchase Plan and form of                      *+
         subscription agreement.

10.4     1993 Director' Stock Option Plan and form of subscription          *+
         agreement.


10.5     Technology/Product Development & License Agreement                  *
         between the Company and Seiko Instruments, Inc.,
         dated as of October 17, 1988, as amended to date.

<PAGE>
                                      
                                                                     Sequential
Exhibit  Exhibit Document Description                                   Page
Number                                                                 Number


10.6     Technology/Product Development & License Agreement                  *
         between the Company and Yamaha Corporation, dated
         as of September 23, 1989, as amended to date.

10.7     Distribution Agreement between the Company and Kanematsu            *
         Semiconductor Corporation, dated as of November 7, 1991.


10.8     Sales Agreement between the Company and Kanemat                     *
         Semiconductor Corporation, dated as of June 1, 1990,
         as amended to date.

10.9     Lease Agreement dated December 12, 1990 between                     *
         the Company and the Prudential Insurance Company
         of America.

10.10    Master Lease Agreement dated November 1, 1993                       *
         between the Company and Comdisco Inc., as amended.
 
10.11    Credit Agreement, dated November 30,1994 between                  ***
         the Company and Bank of America.

10.12    Asset Purchase Agreement dated January 12, 1996                    **
         between Quality Semiconductor Australia Pty. Ltd. and AWA
         MicroElectronics Pty. Ltd.

10.13    Guaranty and Indemnification Agreement dated January 12,           **
         1996 among AWA Limited, Quality Semiconductor Australia Pty
         Ltd. and Quality Semiconductor, Inc.
 
10.14    Technology Services Agreement dated February 16, 1996              **
         among AWA Limited, AWA MicroElectronics Pty. Ltd. and
         Quality Semiconductor, Australia Pty. Ltd.

10.15    Form of QSA Convertible/Redeemable Note Insurance Agreement,     ****
         dated November 21, 1996, between Quality Semiconductor Australia,
         Pty. Limited, Quality Semiconductor, Inc. and Technology Associates
         (Note No.1).

10.16    Form of QSA Convertible/Redeemable Note Issuance Agreement,      ****
         dated Nobember 21, 1996, between Quality Semiconductor Australia,
         Pty. Limited, Quality Semiconductor, Inc. and Win Win Venture
         Capital Corporation (Note No.3).

<PAGE>
                                                                     Sequential
Exhibit  Exhibit Document Description                                   Page
Number                                                                 Number


10.17    Form of QSA Convertible/Redeemable Note Issuance Agreement,      ****
         dated Nobember 21, 1996, between Quality Semiconductor Australia,
         Pty. Limited, Quality Semiconductor, Inc. and Win Win Venture
         Capital Corporation (Note No.4).

10.18    Form of QSA Convertible/Redeemable Note Issuance Agreement,      ****
         dated Nobember 21, 1996, between Quality Semiconductor Australia,
         Pty. Limited, Quality Semiconductor, Inc. and Win Win Venture
         Capital Corporation (Note No.5).

10.19    Form of Unsecured Convertible Promissory Note of Quality         ****
         Semiconductor Australia, Pty. Limited.

11.1     Statement regarding Computation of Earnings Per Share              51

22.1     Subsidiaries of the Registrant                                     52

23.1     Consent of Ernst & Young LLP, Independent Auditors.                53

25.1     Power of Attorney included on the signature page of this           49
         Annual Report on Form 10-K.

27.1     Financial Data Schedule                                            50

*       Incorporated  by reference to exhibits  filed in response to Item 16(a),
"Exhibits," of the Registrant's Registration Statement on Form S-1 and Amendment
No. 1,  Amendment No. 2,  Amendment No. 3,  Amendment No. 4, and Amendment No. 5
thereto (File No. 33-72884), which became effective on November 16, 1994.

**       Previously filed with Form 8K on March 4, 1996.

***      Previously Filed with Form 10-K on December 26, 1995.

****     Previously filed with Form 8-K on December 10, 1996.

+       Indicates a  management  contract or  compensatory  plan or  arrangement
required to be filed as an Exhibit to this Annual  Report on Form 10-K  pursuant
to Item 14(c).


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                             QUALITY SEMICONDUCTOR, INC.

Dated: December 20, 1996                     By:   /s/R. Paul Gupta
                                                   ----------------
                                                  R. Paul Gupta
                                                  Chief Executive Officer

POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes  and appoints R. Paul Gupta and Stephen H. Vonderach,
his  attorney-in-fact,  with the power of  substitution,  for him in any and all
capacities,  to sign any amendments to this Report on Form 10-K, and to file the
same, with exhibits thereto and other documents in connection therewith with the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said  attorney-in-fact,  or his substitute or substitutes  may do or cause to be
done by virtue hereof.

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

Signature                     Title                                  Date

/s/Chun P. Chiu           Director and Chairman of the Board   December 20, 1996
-----------------------
Chun P. Chiu

/s/R. Paul Gupta          Director, President and              December 20, 1996
-----------------------   Chief Executive Officer
R. Paul Gupta

/s/Stephen H. Vonderach   Vice President of Finance and        December 20, 1996
-----------------------   Chief Financial Officer
Stephen H. Vonderach

/s/Andrew J. S. Kang      Director                             December 20, 1996
-----------------------
Andrew J. S. Kang

/s/Manhor L. Malwah       Director                             December 20, 1996
-----------------------
Manhor L. Malwah

/s/Robert L. Puette       Director                             December 20, 1996
-----------------------
Robert L. Puette

/s/Masaharu Shinya        Director                             December 20, 1996
-----------------------
Masaharu Shinya

/s/David D. Tsang         Director                             December 20, 1996
-----------------------
David D. Tsang