SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 8-K/ A

CURRENT REPORT

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


Date of Report (Date of earliest event reported)
October 20, 1999

FSI International, Inc.

(Exact name of registrant as specified in its
charter)


|                              |  |                          |  |                    
|----------------------------- |  | ------------------------ |  | -------------------
|                             
|                             
|                             
|                             
|Minnesota                     |  | 0-17276                  |  | 41-1223238         
|(State or other jurisdiction) |  | (Commission File Number) |  | (IRS Employer      
|of incorporation              |  |                          |  | Identification No.)

|                                            |  |           
|------------------------------------------- |  | ----------
|                                           
|                                           
|                                           
|                                           
|322 Lake Hazeltine Drive
	Chaska, Minnesota |  | 55318     
|(Address of principal executive offices)    |  | (Zip Code)

Registrants telephone number, including area code
(612) 448-5440



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Item 2.  Acquisition or Disposition of
Assets

On October 20, 1999, the Registrant acquired YieldUP
International Corporation, a Delaware corporation
(YieldUP), through a merger of YieldUP with and into
a wholly owned subsidiary of the Registrant (the
Merger). Pursuant to the Merger, YieldUP became a
wholly owned subsidiary of the Registrant. Following the Merger,
the Registrant intends to continue YieldUPs business of
developing, manufacturing, and marketing immersion cleaning,
rinsing, and drying equipment used during several steps in the
manufacturing process for semiconductors.

In connection with the Merger, which will be accounted for as a
purchase, the Registrant issued 1,303,386 shares of its common
stock and paid cash of $6,082,745 in exchange for all outstanding
 shares of YieldUP common stock and Class A common stock,
based on an exchange ratio of 0.1567 shares of Registrant common
stock and $0.7313 for each share of YieldUP. The Registrant also
assumed options covering 209,278 shares of the Registrants
common stock in substitution for previously outstanding options
to acquire shares of YieldUPs common stock.

As of August 30, 1999, there were outstanding Series B
warrants to purchase 4,155,421 shares of YieldUP common stock at
an exercise price of $11.00 per share and additional warrants to
purchase 2,439 shares at an exercise price of $10.25 per share.
Following the Merger, each outstanding warrant to purchase
YieldUP common stock became a warrant to acquire, on
substantially the same terms, the amount of whole shares of FSI
common stock and cash that the warrant holder would have received
 if the holder had exercised the warrant immediately before the
Merger. For the $11.00 Series B warrants, the market price
of the Registrants common stock would have to exceed $65.50
 per share before the value of the cash and shares of common
stock received upon exercise would exceed the warrant exercise
price. The warrants expire November 2000 and will not be
exercisable after that time.

Additional information regarding the terms of the Merger are
included in the Agreement and Plan of Reorganization and the
Press Release of the Registrant, which are incorporated herein by
 reference and previously filed.*

Item 7.  Financial Statements and Exhibits

(a)  Financial Statements of YieldUP

The following financial statements of YieldUP (Commission file
no. 0-27104) for the fiscal year ended December 31, 1998, as
 previously filed.*



| |                                                                            
| | ---------------------------------------------------------------------------
| | Independent Auditors Report                                               
| | Balance Sheet                                                              
| | Statements of Operations                                                   
| | Statements of Redeemable Series A Preferred Stock and
	Stockholders Equity
| | Statements of Cash Flows                                                   
| | Notes to Financial Statements                                              



| |                
| | ---------------
| | _______________

|  |                                                                           
|- | --------------------------------------------------------------------------
|* | Previously filed as exhibits to the Companys 8-K filed
	November 3, 1999.

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The following financial statements of YieldUP for the period
ended June 30, 1999 as previously filed.*



| |                                               
| | ----------------------------------------------
| | Condensed Balance Sheet (unaudited)           
|
| | Condensed Statements of Operations (unaudited)
|
| | Condensed Statements of Cash Flows (unaudited)
|
| | Notes to Financial Statements (unaudited)     

(b)  Pro Forma Financial Information of the Registrant
and YieldUP

The following unaudited Pro Forma Financial Information of the
Registrant and YieldUP as of and for the fiscal year ended
August 28, 1999 is attached as Exhibit 99.1

Unaudited Pro Forma Combined Balance Sheet

Unaudited Pro Forma Combined Statement of Operations

Notes to Unaudited Pro Forma Combined Financial Statements

(c)  Exhibits

|     |  |                                                                                                                                                                                                                                                      
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2    |  | Agreement and Plan of Reorganization dated January 21, 1999
	by and among YieldUP, the Registrant and BMI International, Inc.,
	 incorporated by reference to Exhibit 2 to the
	Registrants Registration Statement on Form S-4, reg.
	no. 333-87003.
|    
|     |  | The Registrant hereby agrees to furnish supplementally a copy of
	any omitted schedule or exhibit to the Commission upon request.                                                                                                                    
|    
|99.1 |  | Unaudited Pro Forma Combined Financial Information as of and for
	the fiscal year ended August 28, 1999.                                                                                                                                             





|  |                                                                           
|- | --------------------------------------------------------------------------
|* | Previously filed as exhibits to the Companys 8-K filed
	November 3, 1999.

3



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SIGNATURE

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.



| |                        
| | -----------------------
| | FSI INTERNATIONAL, INC.



| |    |                          
| | -- | -------------------------
| | By | /s/ PATRICIA M. HOLLISTER

| |                                                 
| | ------------------------------------------------
| |                                                 
| | Patricia M. Hollister                           
| | Chief Financial Officer and Corporate Controller

Date: December 15, 1999

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Exhibit Index

Exhibit

|     |  |                                                                                                                                                                                                                                                       
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2    |  | Agreement and Plan of Reorganization dated January 21, 1999
	by and among YieldUP, the Registrant and BMI International, Inc.,
	 incorporated by reference to Exhibit 2 to the
	Registrants Registration Statement on Form S-4,
	reg. no.  333-87003.
|    
|     |  | The Registrant hereby agrees to furnish supplementally a copy of
	any omitted schedule or exhibit to the Commission upon request.                                                                                                                     
|    
|99.1 |  | Unaudited Pro Forma Combined Financial Information as of and for
	the fiscal year ended August 28, 1999.                                                                                                                                              

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