U.S. SECURITIES AND EXCHANGE COMMISSION
     Washington, D.C. 20549

     FORM 10-QSB

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

For the quarterly period 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 01-8929

               INTERNATIONAL SEMICONDUCTOR CORP.
_________________________________________________________________
(Exact name of small business issuer as specified in its charter)

         Nevada                           13-3432594             
(State or other jurisdiction of         (I.R.S. Employer
 incorporation or organization)         Identification No.)

  2950 31st Street, Suite 240, Santa Monica, California 90405    
(Address of principal executive offices)      (Zip Code)

      (310) 425-2376                                             
  (Issuer's telephone number, including area code)
          
              N/A                                                
      
(Former name, former address and former fiscal year, if changed
since last report)

Check whether the Issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
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 ____

The aggregate number of shares outstanding of the Issuer's Common
Stock, its sole class of common equity, was 10,062,511 as of
March
31, 1996.

     This report consists of 10 pages.
Part 1

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

THE COMPANY

Background.    Israel Semiconductor Corporation continues to be a
development-stage corporation (the "Company").  The Company was
incorporated on March 13, 1987, initially as an inactive publicly
held corporation pursuing a business acquisition.

Business Development.  In September 1993, the Company committed
to invest in shares of a newly founded Israeli development stage
company, GAD Semiconductors, Ltd. ("GAD"), specializing in
gallium arsenide applications, initially in the specialty diodes
area.  The Company commited to invest an amount up to $1,000,000
($900,000 in cash and $100,000 in loans) and undertook to raise
additional funds by means of commercial banking loans, grants and
government loans which GAD is qualified to receive as a
recognized Approved Enterprise under the Israeli Encouragement of
Capital Investment- 1959 Law.  Together with the initial
investment, this has aggregated to approximately $3,400,000,
which is $400,000 in excess of the originally agreed upon amount.
In return for the initial commitment, GAD issued to the Company
60% of its common stock, par value $2,033.  The subsequent
investment of $400,000 was converted into additional common stock
of GAD for which GAD issued 1000 shares (approximately 10% of the
common stock then outstanding) to the Company in September, 1995.
The major part of the investment, up to the amount which the
Company has undertaken to invest in GAD's shares, has been
considered as premium on the shares.  As of September  30, 1996,
the Company was well past its initial commitment for investment,
and has exceeded the original program by approximately $700,000,
most of which has been converted to additional equity in GAD. 
All subsequent advances are in the form of loans, which total
approximately $400,000 at the end of the third quarter.  Under
the approved capital investment program, GAD received, during the
second and third quarters of 1996, no funds from State guaranteed
loans, although amounts are accruing which may be realized during
the fourth quarter of this year.

Capital Resources and Liquidity.  The Company has sustained a
negative cash flow since the beginning of 1994.  The Company
raised $1,538,125 during 1995 in various private placements, and
has, thus far in 1996, raised additional equity of $939,786 by
the sale of 1,308,667 shares in private placements and an S-8
registration.  

During the fourth quarter of 1995, and the first quarter, 1996,
the Company borrowed $208,000 from Tweed Investments, Ltd., which
was in the form of a convertible note, with a conversion rate of
$0.60 per share during the succeeding 6 months for the initial
$158,000 and $1.05 per share for the final $50,000.  Tweed
converted the first loan into equity during the second quarter
and has since converted the remaining $50,000 note according to
its terms at $1.05 per share.  The Company received additional
loans from Tweed during the second and third quarters cumulating
to $564,274.  $200,000 of this debt was converted into equity at
$1.05 per share (190,476 new shares) on September 27, 1996, and
discussions are underway to convert additional debt to equity.

Employee Stock Transactions.  The Company has employment
agreements with key personnel, Robert M. Terry, the Company's
President, and Dr. Alex Lahav, President of the GAD subsidiary. 
Mr. Terry receives $7,500 per month, in the form of stock of the
Company, for his services.  He is also entitled to acquire 10,000
shares of stock for each month in service of the Company,
commencing with his original service period as Chairman, January
1, 1994, and extending through February, 1996, at an exercise
price of $1.50 per share.  This option is now fully vested.
Pursuant to the provisions of the S-8 registration, the company
sold, from August 16 to August 20, 45,000 shares of stock and
paid Mr. Terry $102,080 in past due salary/consulting fees and
expenses.  The Company is in the process of concluding an option
plan and contracts with 10 employees of GAD, pursuant to which
the Company would assume responsibility for an option plan
already in place at GAD.  This should be completed during the
fourth quarter.

Manufacturing.  GAD commenced, during the first quarter of 1996,
limited production activities to fill orders existing from
outside third-party purchasers.  During the second quarter,
delivery of these early production diodes commenced.  GAD has
subcontracted packaging jobs to  contractors, which have been
successful in the areas of axial, plastic and metal glass
packages.  During the third quarter, GAD entered into a marketing
and production agreement with Advanced Power Technology, Inc.
("APT"), pursuant to which APT will package GAD GaAs chips in 3
industry-standard configurations, market these specific devices
to existing APT customers, and then undertake exclusive
representation on a world-wide basis for the TO-3 and TO-247
diodes, so long as annual sales equal or exceed minimums
established in the contract.  GAD has retained the right to be a
"second source" for these completed diodes, but cannot sell more
than 50% of APT's annual volume.  APT sepcializes in high- power
semiconductor devices, and has a current annual sales volume of
$30,000,000.

Selling and Marketing.  GAD has now supplied product to numerous
interested customers, to include Rectronix, Mitsubishi,
Polovodice, Systel, IBM, Braun, Sanyo, Lambda,  EKM, Usha, and
Delphi/GM and Hughes, and is displaying its product at the
Munich, Germany trade fair in November.  GAD continues to receive
orders for small samples to undergo individual customer and
end-user testing.  The first major potential buyer has now
commenced purchases of chips for actual applications, and a
second international company, based in Europe, has acquired
samples, which upon successful testing, can lead to an additional
volume.  




Part II.  Other Information

     Item 1.   Legal Proceedings

               None

     Item 2.   Changes in Securities

               None

     Item 3.   Default Upon Senior Securities

               None

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

               None

     Item 5.   Other Information

               None

     Item 6.   Exhibits and Reports of Form 8-K

               Change of accountants, dated September 24, 1996   
                from Braude Bavley to Skeehan & Co.

     SIGNATURES



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


     INTERNATIONAL SEMICONDUCTOR CORP.
           (Registrant)               




                              By:          /s/  Robert M. Terry  
                                             Robert M. Terry,
                                             Chairman    


Dated:  November 27, 1996
<PAGE>

                     INTERNATIONAL SEMICONDUCTORS CORP
                       (A Development Stage Company)

                                 UNAUDITED
                        CONSOLIDATED BALANCE SHEET
                            SEPTEMBER 30, 1996

                                  ASSETS



Current Assets                                                 
 Cash                                    $  19,085
 Accounts Receivable                        37,470
 Other Receivable                           19,630
 Inventories                                42,000

     Total Current Assets                          $   118,185


Fixed Assets
 Machinery and Equipment                 1,134,821
 Vehicles                                   43,948
 Furniture                                  50,462
 Leasehold Improvements                    448,836
 Less Accumulated Depreciation           ( 375,700)

     Total Fixed Assets                              1,302,367

     Total Assets                                  $ 1,420,552








<PAGE>

                     INTERNATIONAL SEMICONDUCTORS CORP
                       (A Development Stage Company)

                                 UNAUDITED
                        CONSOLIDATED BALANCE SHEET
                            SEPTEMBER 30, 1996

                   LIABILITIES AND STOCKHOLDERS' DEFICIT




Current Liabilities
 Accounts Payable                        $ 217,846
 Other Payables                            118,944

     Total Current Liabilities                     $   336,790

Long-Term Liabilities
 Severance Pay Liability                    57,338
 Notes Payable                           2,150,707
 Loans Payable                             416,201

     Total Long-Term Liabilities                     2,624,246


Stockholders' Deficit
 Common Stock, $.001 par value,
  authorized 26,000,000 shares,
  issued and outstanding
  9,802,492 shares                           9,802
 Additional Paid-In Capital              5,308,912
 Accumulated Deficit During
   The Development Stage                (6,859,198)

     Total Stockholders' Deficit                    (1,540,484)

     Total Liabilities and
      Stockholders' Deficit                        $ 1,420,552
                                                    ========== 








                     See Notes to Financial Statements
<PAGE>

                       INTERNATIONAL SEMICONDUCTORS CORP
                         (A Development Stage Company)

                                   UNAUDITED
      CONSOLIDATED STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
                           FOR THE NINE MONTHS ENDED
              SEPTEMBER 30, 1996 AND 1995 AND FOR THE PERIOD FROM
                        INCEPTION TO SEPTEMBER 30, 1996



                                                
                                  9 Months   9 Months  Inception
                                  Ended      Ended     of Gallium
                                  September  September to Sept.  
                                  30, 1996   30, 1995  30, 1996   

Revenues
  Sales                           $ 15,738   $       0 $   15,738
    
Expenses
  Start-up Expenses                      0           0    400,920
  Research and Development         108,172     130,362    481,039
  Marketing Expenses               210,529      86,350    607,868
  General and Administrative       734,186     666,305  3,215,868
  Financing Expenses               105,234      63,839    852,849
  Loss from Sale of Subsidiary           0     865,022  1,316,392
                                  --------   ---------  ---------
     Total Expenses              1,158,121   1,811,878  6,874,936
                                  --------   ---------  ---------

Net Income (Loss)               (1,142,383)(1,811,878)(6,859,198)
                 

Accumulated Deficit, Beginning  (5,716,815)(2,984,490)         0 
                                  --------  ---------  --------- 
  

Accumulated Deficit, Ending     (6,859,198)(4,796,368)(6,859,198)
                                 =========  =========  =========












                     See Notes to Financial Statements
<PAGE>

                        INTERNATIONAL SEMICONDUCTORS CORP
                          (A Development Stage Company)

                                    UNAUDITED
                       CONSOLIDATED STATEMENT OF CASH FLOWS
   
                                                                 
                                                     Cumulative
                         Nine Months Ended           Amounts from
                            September 30,            Inception of
                                1995       1996      Gallium  
                           ------------  ---------   ------------
                        
Cash Flows From Operating Activities

Net (Loss)                 (1,811,878)  (1,142,383)  (6,859,198)
 Reconciliation of Net
 Loss to Net Cash Used
 by Operating Activities      919,439     (687,917)   1,946,348  
                            ---------    ---------    ---------  
                
 Net Cash Used by Operating
 Activities                  (892,439)  (1,830,300)  (4,912,850)
                             --------    ---------    ---------

Cash Flows From Investing Activities

Investment in Fixed Assets   (446,851)     (64,189)  (5,939,242)
Proceeds from Sale of Fixed
  Assets                            0            0        8,186
Investment Grants Received    113,262            0    2,872,430
Decrease (increase) in
 Short-Term Bank Deposit            0            0   (   10,477)
Cash of Acquired Parties            0            0        4,706
Loans to Related Parties            0            0   (   98,413)
                              -------      -------    ---------
 Net Cash Used by
  Investing Activities       (333,589)    ( 64,189)  (3,162,810)
                              -------      -------    ---------

Cash Flows from Financing Activities

Issue of Shares             1,218,175      382,000    1,867,532  
Receipt of Long-Term Loans     32,699    1,329,445    5,039,291  
Repayment of Long-Term Loans        0       (7,145)  (  193,688)
Receipt of Loans from
 Related Parties               75,000      209,274      626,395
Increase in Short-Term
 Credit from Other                  0            0            0
Decrease in Short-Term
 Credit from Banks            (18,902)           0      602,178
                              -------    ---------    ---------
 Net Cash Provided by
  Financing Activities      1,306,972    1,913,574    7,941,708 

Net Increase (Decrease) In
  Cash and Cash Equivalents    80,944       19,085   (  133,952)
Cash and Cash Equivalents
  at Beginning of Period       85,035            0      153,037
                            ---------    ---------    ---------
Cash and Cash Equivalents
  at End of Period         $  165,979       19,085       19,085  
                            =========    =========    =========


























                     See Notes to Financial Statements
<PAGE>


                     INTERNATIONAL SEMICONDUCTORS CORP
                       (A DEVELOPMENT STAGE COMPANY)

                                 UNAUDITED
                   NOTES TO INTERIM FINANCIAL STATEMENTS
                            SEPTEMBER 30, 1996




NOTE 1 -    ADJUSTMENTS

       The accompanying unaudited interim financial statements
       have been prepared in accordance with generally accepted
       accounting principles for interim financial information 
       and with the instructions to Form 10-Q and Article 10 of
       Regulation S-X.  Accordingly, they do not include all of
       the information and footnotes required by generally
       accepted accounting principles for complete financial
       statements.  In the opinion of management, all adjustments
       (consisting of normal recurring accruals) considered
       necessary for a fair presentation have been included.