QUALITY SEMICONDUCTOR INC
10-Q/A, 1996-10-10
SEMICONDUCTORS & RELATED DEVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10Q

           ----
           X    QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
           ----
                OF THE SECURITIES EXCHANGE ACT OF 1934

                      The quarterly period ended June 30, 1996

           ----
                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 2-23128


                           Quality Semiconductor, Inc.
              (Exact name of registrant as specified in it charter)


                              California 77-0199189
          (State of Incorporation) (IRS Employer Identification Number)

                                851 Martin Avenue
                          Santa Clara, California 95050
                     (Address of principal executive office)


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


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

The number of outstanding shares of the Registrant's Common Stock as of June 30,
1996 was 5,489,092.



<PAGE>



                           Quality Semiconductor, Inc.

                  Form 10-Q for the Quarter Ended June 30, 1996

                                      INDEX


PART I. FINANCIAL INFORMATION Page

Item 1 - Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of June 30, 1996
and September 30, 1995                                                3

Condensed Consolidated Statements of Operations
for the three and nine months ended June 30, 1996 and June
30, 1995                                                              4

Condensed Consolidated Statements of Cash Flows
for the nine months ended June 30, 1996 and June 30, 1995             5

Notes to Condensed Consolidated Financial Statements                  6

Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations                                   9





PART II. OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K/A                          15
Signatures                                                           16
Exhibit 11.1                                                         17
Exhibit 27                                                           18




<PAGE>



                                   SIGNATURES


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



                                                Quality Semiconductor, Inc.
                                                       (Registrant)



     Date:  8/6/96        By:/s/R. Paul Gupta
                              R. Paul Gupta
                             Chief Executive Officer



     Date:  8/6/96       By:/s/Stephen H. Vonderach
                              Stephen H. Vonderach
                             Chief Financial Officer
                            Chief Accounting Officer
<PAGE>

<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
     Exhibit 27, Amendment to 3rd Qtr 10Q for Quality Semiconductor, Inc.
</LEGEND>
<CIK>0000869886
<NAME>Quality Semiconductor, Inc.
<MULTIPLIER>                                   1,000
<CURRENCY>                                     U.S. Dollars
       
<S>                                            <C>
<PERIOD-TYPE>                                  9-MOS
<FISCAL-YEAR-END>                              SEP-30-1996
<PERIOD-START>                                 OCT-01-1995
<PERIOD-END>                                   JUN-30-1996
<EXCHANGE-RATE>                                1.000
<CASH>                                         4,874
<SECURITIES>                                   3,771
<RECEIVABLES>                                  7,838
<ALLOWANCES>                                   (123)
<INVENTORY>                                    15,449
<CURRENT-ASSETS>                               34,370
<PP&E>                                         27,133
<DEPRECIATION>                                 (10,327)
<TOTAL-ASSETS>                                 54,333
<CURRENT-LIABILITIES>                          12,437
<BONDS>                                        0
                          6,808
                                    0
<COMMON>                                       5
<OTHER-SE>                                     28,231
<TOTAL-LIABILITY-AND-EQUITY>                   54,333
<SALES>                                        33,472
<TOTAL-REVENUES>                               33,472
<CGS>                                          19,655
<TOTAL-COSTS>                                  32,949
<OTHER-EXPENSES>                               165
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                (714)
<INCOME-TAX>                                   255
<INCOME-CONTINUING>                            (459)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (459)
<EPS-PRIMARY>                                  (0.08)
<EPS-DILUTED>                                  (0.08)
        


</TABLE>


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