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: March 24, 1998



                           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 3

<PAGE>

Exhibit 99.2      Quality Semiconductor, Inc. Press Release dated
                  March 19, 1998


<PAGE>


                           QUALITY SEMICONDUCTOR, INC.

                           CURRENT REPORT ON FORM 8-K

                                  EXHIBIT INDEX



Exhibit No.                           Exhibit

99.2              Quality Semiconductor, Inc. Press Release dated March 19, 1998



<PAGE>



                                                                   Exhibit 99.2

                                         For more information contact:

                                         Rick Bottomley
                                         Acting Chief Financial Officer
                                         Quality Semiconductor, Inc.
                                         (408) 450-8000

                                         Morgen-Walke Associates, Inc.
                                         Doug Sherk, Carolyn Bass, Jim Byers
                                         (415) 296-7383
                                         Josh Passman, Vince Daniels
                                         (212) 850-5600


FOR IMMEDIATE RELEASE

QUALITY SEMICONDUCTOR, INC. PROVIDES SECOND QUARTER OUTLOOK

SANTA  CLARA,  CA -- (March 19,  1998) --  Quality  Semiconductor,  Inc.,  today
announced  that,  based on current  expectations,  it estimates  revenue for the
second quarter ending March 29, 1998 to be down  approximately  10 percent to 15
percent  from  its  first  quarter's  revenue  of  $18.5  million.  Despite  the
sequential quarterly decline in revenues,  however, the Company anticipates that
year-over-year revenue growth will exceed 20 percent.

The Company  believes  that the revenue  shortfall is due to a weaker demand for
the  Company's   networking   products  and  is  primarily   attributable  to  a
traditionally   slow  quarter  for  networking   systems'   suppliers,   intense
competition,  and a slowing of demand in the Far East, particularly in Korea and
Japan.

As a result of the lower than anticipated revenue, the Company currently expects
to report a pre-tax loss of  approximately  $1.3 million to $1.6 million for the
second fiscal quarter.

These statements about estimated  results are preliminary and based on currently
available  information  as well as  management's  assumptions.  The Company will
announce its results for the second  quarter on April 22, 1998,  after the close
of the market.

R.  Paul  Gupta,  President  and  Chief  Executive  Officer,   stated,  "We  are
disappointed  with our  anticipated  performance in the second  quarter.  On the
positive side, we have strengthened our product development efforts,  especially
in networking,  with the addition of several key people. For example,  Dr. David
Sear,  our new Executive Vice President and Chief  Operating  Officer,  recently
joined us in January 1998 with over 10 years of networking experience.  Dr. Sear

<PAGE>

has made significant  progress in providing us with a long-term strategic vision
by preparing an 18-month  road map for our  networking  products,  which we have
already begun to execute.  In addition,  we expect that market acceptance of our
new clock  management  products  will enable the Company to increase  revenue in
this product area." Mr. Gupta  continued,  "Even though our results of late have
been disappointing, we believe that we are taking the necessary steps to develop
new products that will enable Quality  Semiconductor  to provide  revenue growth
and profitability in the future."

Various matters set forth in this press release,  such as statements relating to
(i) the Company's  anticipated second fiscal quarter financial results; (ii) the
Company's  continued  acceptance of its  networking  product line; and (iii) the
Company's  ability to provide revenue growth and profitability in the future are
forward-looking  statements.  These forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those in
such forward-looking statements.  These risks and uncertainties include, without
limitation,  competitive  pressures,  including  pricing  and  competitors'  new
products, the Company's ability to timely introduce new products,  trends in the
semiconductor  industry,  and the  Company's  ability  to  obtain  design  wins.
Additional  factors  that may affect the  Company's  business  are  described in
detail in the Company's filings with the Securities and Exchange Commission.

Quality Semiconductor, Inc. designs, develops and markets high-performance logic
and networking semiconductor products. The company targets systems manufacturers
principally in the networking,  personal computer and workstation  markets.  The
company's  logic  products  include the 3.3-volt  and 5-volt  QSFCT  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. QSI's networking products include
two Fast Ethernet CMOS transceivers that provide high integration  solutions for
the adapter, repeater, switch and card bus markets.

For more information contact:

Investor Relations
Quality Semiconductor, Inc.
(408) 450-8000

Morgen-Walke Associates, Inc.
Doug Sherk, Suzanne Craig, Chris Del Carlo
(415) 296-7383
Vince Daniels, Josh Passman
(212) 850-5600

<PAGE>


                                   SIGNATURES


Pursuant to 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:    March 24, 1998                By: /s/ Richard A. Bottomley
                                           -----------------------------
                                               Richard A. Bottomley
                                               Acting Chief Financial Officer
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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: March 24, 1998

                           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 3
Exhibit 99.2      Quality Semiconductor, Inc. Press Release dated
                  March 19, 1998
QUALITY SEMICONDUCTOR, INC.

                           CURRENT REPORT ON FORM 8-K

                                  EXHIBIT INDEX

Exhibit No.                           Exhibit

99.2              Quality Semiconductor, Inc. Press Release dated March 19, 1998
Exhibit 99.2

                                         For more information contact:

                                         Rick Bottomley
                                         Acting Chief Financial Officer
                                         Quality Semiconductor, Inc.
                                         (408) 450-8000

                                         Morgen-Walke Associates, Inc.
                                         Doug Sherk, Carolyn Bass, Jim Byers
                                         (415) 296-7383
                                         Josh Passman, Vince Daniels
                                         (212) 850-5600

FOR IMMEDIATE RELEASE

QUALITY SEMICONDUCTOR, INC. PROVIDES SECOND QUARTER OUTLOOK

SANTA  CLARA,  CA -- (March 19,  1998) --  Quality  Semiconductor,  Inc.,  today
announced  that,  based on current  expectations,  it estimates  revenue for the
second quarter ending March 29, 1998 to be down  approximately  10 percent to 15
percent  from  its  first  quarter's  revenue  of  $18.5  million.  Despite  the
sequential quarterly decline in revenues,  however, the Company anticipates that
year-over-year revenue growth will exceed 20 percent.

The Company  believes  that the revenue  shortfall is due to a weaker demand for
the  Company's   networking   products  and  is  primarily   attributable  to  a
traditionally   slow  quarter  for  networking   systems'   suppliers,   intense
competition,  and a slowing of demand in the Far East, particularly in Korea and
Japan.

As a result of the lower than anticipated revenue, the Company currently expects
to report a pre-tax loss of  approximately  $1.3 million to $1.6 million for the
second fiscal quarter.

These statements about estimated  results are preliminary and based on currently
available  information  as well as  management's  assumptions.  The Company will
announce its results for the second  quarter on April 22, 1998,  after the close
of the market.

R.  Paul  Gupta,  President  and  Chief  Executive  Officer,   stated,  "We  are
disappointed  with our  anticipated  performance in the second  quarter.  On the
positive side, we have strengthened our product development efforts,  especially
in networking,  with the addition of several key people. For example,  Dr. David
Sear,  our new Executive Vice President and Chief  Operating  Officer,  recently
joined us in January 1998 with over 10 years of networking experience.  Dr. Sear
has made significant  progress in providing us with a long-term strategic vision
by preparing an 18-month  road map for our  networking  products,  which we have
already begun to execute.  In addition,  we expect that market acceptance of our
new clock  management  products  will enable the Company to increase  revenue in
this product area." Mr. Gupta  continued,  "Even though our results of late have
been disappointing, we believe that we are taking the necessary steps to develop
new products that will enable Quality  Semiconductor  to provide  revenue growth
and profitability in the future."

Various matters set forth in this press release,  such as statements relating to
(i) the Company's  anticipated second fiscal quarter financial results; (ii) the
Company's  continued  acceptance of its  networking  product line; and (iii) the
Company's  ability to provide revenue growth and profitability in the future are
forward-looking  statements.  These forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those in
such forward-looking statements.  These risks and uncertainties include, without
limitation,  competitive  pressures,  including  pricing  and  competitors'  new
products, the Company's ability to timely introduce new products,  trends in the
semiconductor  industry,  and the  Company's  ability  to  obtain  design  wins.
Additional  factors  that may affect the  Company's  business  are  described in
detail in the Company's filings with the Securities and Exchange Commission.

Quality Semiconductor, Inc. designs, develops and markets high-performance logic
and networking semiconductor products. The company targets systems manufacturers
principally in the networking,  personal computer and workstation  markets.  The
company's  logic  products  include the 3.3-volt  and 5-volt  QSFCT  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. QSI's networking products include
two Fast Ethernet CMOS transceivers that provide high integration  solutions for
the adapter, repeater, switch and card bus markets.

For more information contact:

Investor Relations
Quality Semiconductor, Inc.
(408) 450-8000

Morgen-Walke Associates, Inc.
Doug Sherk, Suzanne Craig, Chris Del Carlo
(415) 296-7383
Vince Daniels, Josh Passman
(212) 850-5600
SIGNATURES

Pursuant to 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:    March 24, 1998                By: /s/ Richard A. Bottomley
                                           -----------------------------
                                               Richard A. Bottomley
                                               Acting Chief Financial Officer