UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549



                                    FORM 8-K


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


                         Date of Report October 22, 1997


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



       California                      2-23128                  77-0199189
(State or other jurisdiction         (Commission               (IRS Employer
of incorporation)                    File Number)            Identification No.)



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



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



                             Exhibit Index on page 4


<PAGE>



Item 5.  Other Events

         On  October  22,  1997,  Quality  Semiconductor,   Inc.,  a  California
corporation (the "Company")  announced its financial results for the fiscal year
ended September 30, 1997.  Further details of this announcement are contained in
the Company's  press release dated October 22, 199 attached as an exhibit hereto
and incorporated by reference herein.

Item 7.  Financial Statements and Exhibits.

         (c) Exhibits

Exhibit 99    Quality Semiconductor, Inc. Press Release dated October 22, 1997.


<PAGE>



                                 SIGNATURES

Pursuant the  requirements  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.


                                         QUALITY SEMICONDUCTOR, INC.



Date:October 22, 1997                    By:  /s/ John P. Goldsberry
                                                  -------------------------
                                                  John P. Goldsberry
                                                  Vice President of Finance and
                                                  Chief Financial Officer





<PAGE>
                          QUALITY SEMICONDUCTOR, INC.

                          CURRENT REPORT ON FORM 8-K

                                 EXHIBIT INDEX



Exhibit No.                        Exhibit

     99      Quality Semiconductor, Inc. Press Release dated October 22, 1997

<PAGE>



                                        For more information contact:

                                        John P. Goldsberry
                                        Chief Financial Officer
                                        Quality Semiconductor, Inc.
                                        (408) 450-8000

FOR IMMEDIATE RELEASE

               QUALITY SEMICONDUCTOR REPORTS FISCAL FOURTH QUARTER
                              AND YEAR-END RESULTS

           SANTA CLARA,  CA - (October 22, 1997) - Quality  Semiconductor,  Inc.
(Nasdaq:QUAL)  today  reported  results for the fiscal  fourth  quarter and year
ended  September  30,  1997.  Revenue for the  quarter was a record  $20,502,000
versus  $11,216,000  for the fourth quarter a year ago, and  $16,542,000 for the
prior  quarter.  This  represents  an increase  of 83 percent  over the year ago
quarter and a sequential increase of 24 percent over last quarter.  Net loss for
the fourth quarter was $1,180,000,  or a $0.16 loss per share, compared to a net
loss of  $851,000,  or a $0.15  loss per share in the  fourth  quarter of fiscal
1996, and net income of $887,000,  or $0.13 per share for the prior quarter. The
net loss  for the  quarter  reflects  a  $2,500,000  inventory  adjustment,  due
primarily to a decision by the Company to exit the FIFO product  line.  Prior to
the  inventory  writedown,  net income for the  fourth  quarter  would have been
$445,000,  or $0.06 per share.  Average  weighted  common  shares for the fourth
quarter ended September 30, 1997 were 7,322,000  versus 5,540,000 for the fourth
quarter of the previous fiscal year.

           Revenue  for the  year  ended  September  30,  1997  was  $62,691,000
compared to $44,688,000  for the prior fiscal year.  This represents an increase
of 40 percent  over fiscal  1996.  Net income for fiscal 1997 was  $210,000,  or
$0.03  per  share  versus a net loss of  $1,310,000  or $0.24  loss per share in
fiscal 1996. Prior to the previously mentioned inventory  writedown,  net income
for fiscal 1997 would have been $1,835,000, or $0.26 per share. Average weighted
common  shares for the twelve months  ending  September 30, 1997 were  6,989,000
versus 5,524,000 for the previous fiscal year.

           Paul Gupta,  President and Chief Executive  Officer,  commented,  "We
believe our networking,  communications, and clock management products represent
the  strongest  growth  opportunities  for  the  Company.  In  particular,   our
networking  product sales reached $16.1 million in fiscal 1997. In line with our
desire  to  sharpen  our focus on these  strong  growth  opportunities,  we have
decided to exit the commodity FIFO market.

           "While we experienced  exceptional  revenue growth this quarter,  our
gross margin was impacted by pricing  pressure in  networking  and other product
areas, combined with greater than expected sales of other lower margin products.
As we look ahead,  we intend to build on the market  interest in our networking,
communications  and clock  management  products,  and will  target  new  product
development towards these fast-growing markets," concluded Mr. Gupta.

           Except for  historical  information  contained  herein,  the  matters
discussed in this press release are forward-looking  statements that are subject
to certain risks and uncertainties that could cause the actual results to differ
materially from those projected, including, among others, litigation, the impact
of competitive products and pricing,  general economic conditions and conditions
specific to the  semiconductor  industry,  fluctuations in customer demand,  the
timing  and  market  acceptance  of  new  product   introductions,   the  timely
development and  qualification  of new products and other risk factors listed in
the  Company's  SEC reports  including  the  Company's  periodic  reports  filed
pursuant to the Security Exchange Act of 1934 and the Registration  Statement on
Form S-1 filed by the Company in connection  with its initial  public  offering.
Quality  Semiconductor  assumes no obligation to update the information included
in this press release.

           Quality   Semiconductor,   Inc.   designs,   develops   and   markets
high-performance  logic  as well as  networking  and  logic-intensive  specialty
memory  semiconductor   products.  The  Company  targets  systems  manufacturers
principally  in  the  networking,   computer  and  communications  markets.  The
company's  products  include  the  3.3-volt  and 5-volt FCT and LCX  families of
high-speed,  low noise interface logic devices,  the QuickSwitch  family of high
speed,  low  resistance  bus  switches,  a family of low-skew  clock  management
products,  a family of analog switch  devices and new JTAG products  designed to
allow board-level testing of complex products. Quality Semiconductors networking
products  include  two  Fast  Ethernet  CMOS   transceivers  that  provide  high
integration solutions for the adapter, repeater, switch and card bus markets.

                               -tables to follow-

<PAGE>




                                                Quality Semiconductor Inc.
                                          Consolidated Statements of Operations
                                        (In thousands, except per share amounts)
                                                       (Unaudited)
<TABLE>
<CAPTION>

                                                                Three Months Ended                         Year Ended
                                              -----------------------------------------------------------------------------
                                                             September 30,                                September 30,
                                              --------------------------------            ---------------------------------
                                                 1997                1996                     1997                1996
                                              ------------        ------------            -------------       -------------
<S>                                             <C>                  <C>                      <C>                 <C> 

Net revenues                                    $ 20,502             $ 11,216                 $ 62,691            $ 44,688

Product cost of sales                             13,159                7,731                   37,573              30,226
Inventory writedown                                2,500                                         2,500
                                                                            -                                            -
                                              ------------        ------------            -------------       -------------
     Total cost of sales                          15,659                7,731                   40,073              30,226

Gross Margin                                        4,843               3,485                   22,618              14,462


Operating expenses:
     Research and development                      2,742                2,057                    9,281               6,982
     Sales and marketing                           2,520                1,678                    8,323               6,986
     General and administrative                    1,267                                         4,294               4,024
                                                                          963
                                              ------------        ------------            -------------       -------------
       Total operating expenses                     6,529               4,698                   21,898              17,992

Operating income (loss)                           (1,686)             (1,213)                      720             (3,530)

Other income                                                                                                         1,438
                                                   -                        -                        -
Interest, net                                                                                    (398)
                                                 (130)                   (88)                                           77
                                              ------------        ------------            -------------       -------------

Income (loss) before taxes                        (1,816)             (1,301)                     322              (2,015)

Provision (benefit) for taxes                                                                      112               (705)
                                                 (636)                  (450)
                                              ------------        ------------            -------------       -------------

Net income (loss)                              $ (1,180)            $ (851)                    $ 210             $ (1,310)
                                              ------------        ------------            -------------       -------------

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

Net income (loss) per share                     $ (0.16)            $ (0.15)                   $ 0.03             $ (0.24)
                                              ------------        ------------            -------------       -------------

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

Weighted shares outstanding                        7,322                5,540                    6,989               5,524
                                              ------------        ------------            -------------       -------------
</TABLE>



<PAGE>

                                          Quality Semiconductor Inc.
                                         Consolidated Balance Sheets
                                          (unaudited, in thousands)


                                              Sept 30,                Sept. 30,
                                            ------------            ------------
                                               1997                    1996
                                            ------------            ------------
                          Assets

Current assets:
      Cash, cash equivalen                    $ 14,168                $   7,333
         and short-term investments
      Accounts receivable, net                   8,748                    7,348
      Inventories                               17,689                   13,984
      Other current assets                       5,327                    2,771
                                           ------------            -------------
          Total current assets                  45,932                   31,436

Property and equipment, net                     22,859                   18,079
Other assets                                     2,150                    3,006
                                           ------------            -------------
           Total assets                       $ 70,941                 $ 52,521
                                           ------------            -------------

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


                 Liabilities and Shareholders Equity

Current liabilities:
      Accounts payable, accrued liabilities,  $ 12,491                $   9,673
         and deferred income
      Current portion of long-term obligations   5,666                    7,660
                                              ---------            -------------
          Total current liabilities             18,157                   17,333

Long-term liabilities                            7,202                    2,840
Deferred tax liabilities                         1,945                    2,003

Shareholders equity                             43,637                   30,345
                                            -----------            -------------
  Total liabilities and shareholders equity   $ 70,941                 $ 52,521
                                            -----------            -------------
<PAGE>
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 15131}]
{"company-data": {"conformed-name": "QUALITY SEMICONDUCTOR INC", "cik": "0000869886", "assigned-sic": "3674", "irs-number": "770199189", "state-of-incorporation": "CA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23128", "film-number": "97699385"}, "business-address": {"street1": "851 MARTIN AVE", "city": "SANTA CLARA", "state": "CA", "zip": "95050", "phone": "4087278885"}, "mail-address": {"street1": "851 MARTIN AVE", "city": "SANTA CLARA", "state": "CA", "zip": "95050"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 8-K

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

                         Date of Report October 22, 1997

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

       California                      2-23128                  77-0199189
(State or other jurisdiction         (Commission               (IRS Employer
of incorporation)                    File Number)            Identification No.)

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

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

                             Exhibit Index on page 4
Item 5.  Other Events

         On  October  22,  1997,  Quality  Semiconductor,   Inc.,  a  California
corporation (the "Company")  announced its financial results for the fiscal year
ended September 30, 1997.  Further details of this announcement are contained in
the Company's  press release dated October 22, 199 attached as an exhibit hereto
and incorporated by reference herein.

Item 7.  Financial Statements and Exhibits.

         (c) Exhibits

Exhibit 99    Quality Semiconductor, Inc. Press Release dated October 22, 1997.
SIGNATURES

Pursuant the  requirements  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.

                                         QUALITY SEMICONDUCTOR, INC.

Date:October 22, 1997                    By:  /s/ John P. Goldsberry
                                                  -------------------------
                                                  John P. Goldsberry
                                                  Vice President of Finance and
                                                  Chief Financial Officer
QUALITY SEMICONDUCTOR, INC.

                          CURRENT REPORT ON FORM 8-K

                                 EXHIBIT INDEX

Exhibit No.                        Exhibit

     99      Quality Semiconductor, Inc. Press Release dated October 22, 1997
For more information contact:

                                        John P. Goldsberry
                                        Chief Financial Officer
                                        Quality Semiconductor, Inc.
                                        (408) 450-8000

FOR IMMEDIATE RELEASE

               QUALITY SEMICONDUCTOR REPORTS FISCAL FOURTH QUARTER
                              AND YEAR-END RESULTS

           SANTA CLARA,  CA - (October 22, 1997) - Quality  Semiconductor,  Inc.
(Nasdaq:QUAL)  today  reported  results for the fiscal  fourth  quarter and year
ended  September  30,  1997.  Revenue for the  quarter was a record  $20,502,000
versus  $11,216,000  for the fourth quarter a year ago, and  $16,542,000 for the
prior  quarter.  This  represents  an increase  of 83 percent  over the year ago
quarter and a sequential increase of 24 percent over last quarter.  Net loss for
the fourth quarter was $1,180,000,  or a $0.16 loss per share, compared to a net
loss of  $851,000,  or a $0.15  loss per share in the  fourth  quarter of fiscal
1996, and net income of $887,000,  or $0.13 per share for the prior quarter. The
net loss  for the  quarter  reflects  a  $2,500,000  inventory  adjustment,  due
primarily to a decision by the Company to exit the FIFO product  line.  Prior to
the  inventory  writedown,  net income for the  fourth  quarter  would have been
$445,000,  or $0.06 per share.  Average  weighted  common  shares for the fourth
quarter ended September 30, 1997 were 7,322,000  versus 5,540,000 for the fourth
quarter of the previous fiscal year.

           Revenue  for the  year  ended  September  30,  1997  was  $62,691,000
compared to $44,688,000  for the prior fiscal year.  This represents an increase
of 40 percent  over fiscal  1996.  Net income for fiscal 1997 was  $210,000,  or
$0.03  per  share  versus a net loss of  $1,310,000  or $0.24  loss per share in
fiscal 1996. Prior to the previously mentioned inventory  writedown,  net income
for fiscal 1997 would have been $1,835,000, or $0.26 per share. Average weighted
common  shares for the twelve months  ending  September 30, 1997 were  6,989,000
versus 5,524,000 for the previous fiscal year.

           Paul Gupta,  President and Chief Executive  Officer,  commented,  "We
believe our networking,  communications, and clock management products represent
the  strongest  growth  opportunities  for  the  Company.  In  particular,   our
networking  product sales reached $16.1 million in fiscal 1997. In line with our
desire  to  sharpen  our focus on these  strong  growth  opportunities,  we have
decided to exit the commodity FIFO market.

           "While we experienced  exceptional  revenue growth this quarter,  our
gross margin was impacted by pricing  pressure in  networking  and other product
areas, combined with greater than expected sales of other lower margin products.
As we look ahead,  we intend to build on the market  interest in our networking,
communications  and clock  management  products,  and will  target  new  product
development towards these fast-growing markets," concluded Mr. Gupta.

           Except for  historical  information  contained  herein,  the  matters
discussed in this press release are forward-looking  statements that are subject
to certain risks and uncertainties that could cause the actual results to differ
materially from those projected, including, among others, litigation, the impact
of competitive products and pricing,  general economic conditions and conditions
specific to the  semiconductor  industry,  fluctuations in customer demand,  the
timing  and  market  acceptance  of  new  product   introductions,   the  timely
development and  qualification  of new products and other risk factors listed in
the  Company's  SEC reports  including  the  Company's  periodic  reports  filed
pursuant to the Security Exchange Act of 1934 and the Registration  Statement on
Form S-1 filed by the Company in connection  with its initial  public  offering.
Quality  Semiconductor  assumes no obligation to update the information included
in this press release.

           Quality   Semiconductor,   Inc.   designs,   develops   and   markets
high-performance  logic  as well as  networking  and  logic-intensive  specialty
memory  semiconductor   products.  The  Company  targets  systems  manufacturers
principally  in  the  networking,   computer  and  communications  markets.  The
company's  products  include  the  3.3-volt  and 5-volt FCT and LCX  families of
high-speed,  low noise interface logic devices,  the QuickSwitch  family of high
speed,  low  resistance  bus  switches,  a family of low-skew  clock  management
products,  a family of analog switch  devices and new JTAG products  designed to
allow board-level testing of complex products. Quality Semiconductors networking
products  include  two  Fast  Ethernet  CMOS   transceivers  that  provide  high
integration solutions for the adapter, repeater, switch and card bus markets.

                               -tables to follow-
Quality Semiconductor Inc.
                                          Consolidated Statements of Operations
                                        (In thousands, except per share amounts)
                                                       (Unaudited)
Three Months Ended                         Year Ended
                                              -----------------------------------------------------------------------------
                                                             September 30,                                September 30,
                                              --------------------------------            ---------------------------------
                                                 1997                1996                     1997                1996
                                              ------------        ------------            -------------       -------------
Net revenues                                    $ 20,502             $ 11,216                 $ 62,691            $ 44,688

Product cost of sales                             13,159                7,731                   37,573              30,226
Inventory writedown                                2,500                                         2,500
                                                                            -                                            -
                                              ------------        ------------            -------------       -------------
     Total cost of sales                          15,659                7,731                   40,073              30,226

Gross Margin                                        4,843               3,485                   22,618              14,462

Operating expenses:
     Research and development                      2,742                2,057                    9,281               6,982
     Sales and marketing                           2,520                1,678                    8,323               6,986
     General and administrative                    1,267                                         4,294               4,024
                                                                          963
                                              ------------        ------------            -------------       -------------
       Total operating expenses                     6,529               4,698                   21,898              17,992

Operating income (loss)                           (1,686)             (1,213)                      720             (3,530)

Other income                                                                                                         1,438
                                                   -                        -                        -
Interest, net                                                                                    (398)
                                                 (130)                   (88)                                           77
                                              ------------        ------------            -------------       -------------

Income (loss) before taxes                        (1,816)             (1,301)                     322              (2,015)

Provision (benefit) for taxes                                                                      112               (705)
                                                 (636)                  (450)
                                              ------------        ------------            -------------       -------------

Net income (loss)                              $ (1,180)            $ (851)                    $ 210             $ (1,310)
                                              ------------        ------------            -------------       -------------

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

Net income (loss) per share                     $ (0.16)            $ (0.15)                   $ 0.03             $ (0.24)
                                              ------------        ------------            -------------       -------------

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

Weighted shares outstanding                        7,322                5,540                    6,989               5,524
                                              ------------        ------------            -------------       -------------
Quality Semiconductor Inc.
                                         Consolidated Balance Sheets
                                          (unaudited, in thousands)

                                              Sept 30,                Sept. 30,
                                            ------------            ------------
                                               1997                    1996
                                            ------------            ------------
                          Assets

Current assets:
      Cash, cash equivalen                    $ 14,168                $   7,333
         and short-term investments
      Accounts receivable, net                   8,748                    7,348
      Inventories                               17,689                   13,984
      Other current assets                       5,327                    2,771
                                           ------------            -------------
          Total current assets                  45,932                   31,436

Property and equipment, net                     22,859                   18,079
Other assets                                     2,150                    3,006
                                           ------------            -------------
           Total assets                       $ 70,941                 $ 52,521
                                           ------------            -------------

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

                 Liabilities and Shareholders Equity

Current liabilities:
      Accounts payable, accrued liabilities,  $ 12,491                $   9,673
         and deferred income
      Current portion of long-term obligations   5,666                    7,660
                                              ---------            -------------
          Total current liabilities             18,157                   17,333

Long-term liabilities                            7,202                    2,840
Deferred tax liabilities                         1,945                    2,003

Shareholders equity                             43,637                   30,345
                                            -----------            -------------
  Total liabilities and shareholders equity   $ 70,941                 $ 52,521
                                            -----------            -------------