UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C.  20549
                          FORM 10-Q
                              
__X__     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934
          For the quarterly period ended March 31, 1999

                             OR
                              
_____     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE EXCHANGE ACT OF 1934
          For the transition period from __________ to
          ____________

                    Commission file number 0-21321
                              
                            CYMER, INC.
         (Exact name of registrant as specified in its charter)
                              
         Nevada                                                    33-0175463
(State or other jurisdiction of incorporation                  (I.R.S. Employer
     or organization)                                        Identification No.)
16750 Via Del Campo Court, San Diego, CA                             92127
(Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code              (619) 451-7300

Former name, former address and former fiscal year, if
changed since last report.
  N/A

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 shares of Common Stock, with $0.001 par value,
outstanding on April 23, 1999 was 27,679,564.

<PAGE>

                         CYMER, INC.
                              
                          FORM 10-Q
                              
            For the Quarter Ended March 31, 1999
                              
                            INDEX
                              
                                                                    Page
                                                 
PART I.  FINANCIAL INFORMATION                     
                                                 
ITEM 1.  Consolidated Financial Statements
                                                 
         Consolidated Balance Sheets as                               3
          of December 31, 1998 and March 31, 1999                   
                                                    
         Consolidated Statements of Operations for the                4
          three months ended March 31, 1998 and 1999
                                                    
         Consolidated Statements of Cash Flows for the                5
          three months ended March 31, 1998 and 1999
                                                    
         Notes to Consolidated Financial Statements                   7

ITEM 2.  Management's Discussion and Analysis of                      10
         Financial Condition and Results of Operations
                                                    
ITEM 3.  Quantitative and Qualitative Disclosures                     25
          About Market Risk                              
                                                    
PART II. OTHER INFORMATION                            
                                                    
ITEM 1.  Legal Proceedings                                            26
                                                    
ITEM 2.  Changes in Securities and Use of Proceeds                    26
                                                    
ITEM 3.  Defaults upon Senior Securities                              26
                                                 
ITEM 4.  Submission of Matters to a Vote                              26
         of Security Holders
                                                    
ITEM 5.  Other Information                                            26
                                                 
ITEM 6.  Exhibits and Reports on Form 8-K                             26
                                                 
SIGNATURE PAGE                                                        27

<PAGE>

               PART I.  FINANCIAL INFORMATION
                              
<TABLE>
<CAPTION>
CYMER, INC.                                                             
CONSOLIDATED BALANCE SHEETS (UNAUDITED)                                 
(In thousands, except share data)                                       
                                                  December 31,      March 31,
                                                     1998             1999
ASSETS                                                                  
                                                                       
CURRENT ASSETS:                                                         
<S>                                                 <C>             <C>
  Cash and cash equivalents                          $53,130         $63,793 
  Short-term investments                              85,558          62,950 
  Accounts receivable - net                           50,909          55,650 
  Foreign exchange contracts receivable               22,145          20,545 
  Inventories                                         50,786          48,473 
  Deferred income taxes                               12,824          12,816 
  Prepaid expenses and other                           3,706           3,851 
     Total current assets                            279,058         268,078 
                                                                        
PROPERTY - net                                        51,937          53,275 
LONG-TERM INVESTMENTS                                 23,480          33,432 
DEFERRED TAXES - NON-CURRENT                           2,533           2,994 
OTHER ASSETS                                           7,310           7,078 
TOTAL ASSETS                                        $364,318        $364,857 
                                                                        
LIABILITIES AND STOCKHOLDERS' EQUITY                                    
                                                                        
CURRENT LIABILITIES:                                                    
  Accounts payable                                    $8,581          $8,433
  Accrued and other liabilities                       33,204          34,171 
  Foreign exchange contracts payable                  24,873          21,620 
  Income taxes payable                                 2,146           1,636 
  Revolving loan                                      11,609          15,806 
    Total current liabilities                         80,413          81,666 
                                                                       
LONG-TERM LIABILITIES:                                                 
Convertible subordinated notes                       172,500         172,500 
Other liabilities                                      3,424           3,365 
MINORITY INTEREST                                      1,450           1,472 
COMMITMENTS AND CONTINGENCIES (Note 6)                                  
                                                                        
STOCKHOLDERS' EQUITY:                                                   
  Preferred Stock - authorized 5,000,000                               
   shares; $.001 par value,
   no shares issued or outstanding                                    
  Common stock - authorized 50,000,000                                 
   shares; $.001 par value,
   issued and outstanding 27,174,000 and                 
   27,618,000 shares                                     27               28
  Paid-in capital                                   111,842          114,128 
  Treasury stock at cost (2,000,000 common
   shares)                                          (24,871)         (24,871)
  Accumulated other comprehensive loss               (1,627)          (2,293) 
  Retained earnings                                  21,160           18,862 
    Total stockholders' equity                      106,531          105,854 
                                                                        
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $364,318         $364,857 
</TABLE>
See notes to consolidated financial                                     
statements.
<PAGE>

CYMER, INC.                                                         
CONSOLIDATED STATEMENTS OF OPERATIONS                               
(UNAUDITED)
(In thousands, except per share data)                               
<TABLE>
<CAPTION>
                                                   For the three months ended
                                                             March 31,
                                                        1998          1999   
                                                                  
REVENUES:                                                           
<S>                                                   <C>            <C>
  Product sales                                       $49,628        $39,823 
  Other                                                    51            269 
     Total revenues                                    49,679         40,092 
                                                                    
COSTS AND EXPENSES:                                                 
  Cost of product sales                                30,630         28,116 
  Research and development                              7,817          7,452 
  Sales and marketing                                   3,900          3,532 
  General and administrative                            2,478          2,794 
    Total costs and expenses                           44,825         41,894 
                                                                    
OPERATING INCOME (LOSS)                                 4,854         (1,802) 
                                                                    
OTHER INCOME (EXPENSE):                                             
  Foreign currency exchange loss - net                   (232)          (234) 
  Interest and other income                             2,008          1,771 
  Interest and other expense                           (2,781)        (2,769) 
                                                                    
    Total other income (expense) - net                 (1,005)        (1,232) 
                                                                    
INCOME (LOSS) BEFORE INCOME TAX                                   
  (PROVISION) BENEFIT
  AND MINORITY INTEREST                                 3,849         (3,034) 
                                                                    
INCOME TAX (PROVISION) BENEFIT                         (1,158)           758 
MINORITY INTEREST                                          12            (22) 
                                                                    
NET INCOME (LOSS)                                      $2,703        ($2,298) 
                                                                    
EARNINGS PER SHARE:                                                
Basic:                                                            
  Earnings (loss) per share                             $0.09         ($0.08) 
  Weighted average common shares            
   outstanding                                         28,775         27,385
Diluted:                                                            
  Earnings (loss) per share                             $0.09         ($0.08) 
  Weighted average common and potential                          
   common shares outstanding                           30,496         27,385 
</TABLE>
                                                                    
     See notes to consolidated financial statements.
<PAGE>
                       
CYMER, INC.                                                   
CONSOLIDATED STATEMENTS OF CASH FLOWS                         
(UNAUDITED)
(In thousands)                                                
<TABLE>
<CAPTION>
                                                     For the three months ended
                                                               March 31
                                                           1998         1999
                                                                  
OPERATING ACTIVITIES:                                         
<S>                                                     <C>          <C>
  Net income (loss)                                      $2,703      ($2,298)
  Adjustments to reconcile net income (loss) to              
   net cash used for operating activities:
  Depreciation and amortization                           3,610        4,152
  Minority interest                                         (12)          22
  Deferred income taxes                                                 (461)
  Gain on disposal of property                                           (51)
  Change in assets and liabilities:                                
   Accounts receivable                                    7,997       (6,226)
   Foreign exchange contracts receivable                  8,616          605
   Inventories                                           (8,564)       1,936
   Prepaid expenses and other assets                       (457)        (446)
   Accounts payable                                      (3,319)        (590)
   Accrued and other liabilities                         (3,920)       2,033
   Foreign exchange contracts payable                    (7,633)      (2,160)
   Income taxes payable                                    (561)        (510)
                                                              
     Net cash used for operating activities              (1,540)      (3,994)
                                                              
INVESTING ACTIVITIES:                                         
   Acquisition of property                               (5,719)      (5,748)
   Purchases of investments                             (26,199)     (40,872)
   Proceeds from sold or matured investments             51,102       53,527
                                                              
     Net cash provided by investing activities           19,184        6,907
                                                              
FINANCING ACTIVITIES:                                         
   Net payments under revolving loan and                              
    security agreements                                                4,086
   Proceeds from issuance of common stock                   321        2,287
   Purchase of treasury stock                            (2,091)           
   Payments on capital lease obligations                   (158)        (144)
                                                              
     Net cash provided by (used for)          
      financing activities                               (1,928)       6,949
                                                              
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND                   
  CASH EQUIVALENTS                                        1,086          801
                                                              
NET INCREASE IN CASH AND CASH EQUIVALENTS                16,802       10,663
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD         51,903       53,130
                                                              
CASH AND CASH EQUIVALENTS AT END OF PERIOD              $68,705      $63,793

SUPPLEMENTAL DISCLOSURE OF CASH FLOW                           
 INFORMATION:
  Interest paid                                          $3,395       $3,192
  Income taxes paid                                      $1,814         $648
</TABLE>
See notes to consolidated financial statements.
<PAGE>

                         CYMER, INC.
                              
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              Three Months Ended March 31, 1999
                         (Unaudited)

1.   BASIS OF PRESENTATION

     The accompanying consolidated financial information has
been prepared by Cymer, Inc.,  its wholly-owned and majority-
owned  subsidiaries, (collectively, "Cymer"), without audit,
in  accordance  with  the  instructions  to  Form  10-Q  and
therefore  does  not include all information  and  footnotes
necessary  for  a  fair presentation of financial  position,
results  of  operations and cash flows  in  accordance  with
generally accepted accounting principles.

       Principles   of  Consolidation  -  The   consolidated
financial  statements include the accounts of  Cymer,  Inc.,
its  wholly-owned  subsidiaries, Cymer  Japan,  Inc.  (Cymer
Japan), Cymer Singapore Pte Ltd. (Cymer Singapore) and Cymer
B.V. in the Netherlands (Cymer B.V.), and its majority-owned
subsidiaries,  Cymer  Korea, Inc. (Cymer  Korea)  and  Cymer
Southeast Asia, Inc. (Cymer SEA).  Cymer, Inc. owns  70%  of
Cymer  Korea and 75% of Cymer SEA.  Cymer sells its  excimer
lasers in Japan primarily through Cymer Japan.  Cymer Korea,
Cymer  SEA, Cymer Singapore and Cymer B.V. are field service
offices  for  customers in those regions.   All  significant
intercompany balances have been eliminated in consolidation.

      Accounting  Estimates - The preparation  of  financial
statements  in conformity with generally accepted accounting
principles   requires  management  to  make  estimates   and
assumptions that affect the reported amounts of  assets  and
liabilities   and  disclosure  of  contingent   assets   and
liabilities at the date of the financial statements and  the
reported  amounts  of  revenues  and  expenses  during   the
reporting  period.   Actual results may  differ  from  those
estimates.

      Unaudited  Interim Financial Data - In the opinion  of
management, the unaudited consolidated financial  statements
for  the  interim periods presented reflect all adjustments,
consisting of only normal recurring accruals, necessary  for
a fair presentation of the financial position and results of
operations  as  of  and for such periods  indicated.   These
consolidated  financial statements and notes thereto  should
be  read  in  conjunction  with the  consolidated  financial
statements  and  notes thereto included  in  Cymer's  Annual
Report  on  Form  10-K  (including  items  incorporated   by
reference  therein)  for the year ended December  31,  1998.
Results  for  the interim periods presented herein  are  not
necessarily indicative of results which may be reported  for
any other interim period or for the entire fiscal year.


2.   EARNINGS PER SHARE

     Earnings  Per  Share - In February 1997, the  Financial
Accounting  Standards  Board ("FASB")  issued  Statement  of
Financial  Accounting Standards ("SFAS") No.  128,  Earnings
Per Share ("EPS"), effective for financial statements issued
after  December  15,  1997.   SFAS  No.  128  requires  dual
presentation  of "Basic" and "Diluted" EPS by entities  with
complex  capital structures, replacing "Primary" and  "Fully
Diluted"  EPS  under  Accounting  Principals  Board  ("APB")
Opinion No. 15.  Basic EPS excludes dilution and is computed
by  dividing  net  income  or loss attributable   to  common
stockholders  by  the  weighted-average  of  common   shares
outstanding  for  the  period.   Diluted  EPS  reflects  the
potential dilution that could occur if securities  or  other
contracts  to  issue  common  stock  (convertible  preferred
stock,  warrants to purchase common stock and  common  stock
options  using the treasury stock method) were exercised  or
converted into common stock.  Potential common shares in the
diluted EPS computation are excluded in net loss periods  as
their  effect  would be antidilutive.  EPS for  all  periods
have  been computed in accordance with SFAS No. 128.   Cymer
adopted  the new method of reporting EPS for the year  ended
December 31, 1997.  Reconciliation of the basic and  diluted
EPS is as follows:
     
<TABLE>
<CAPTION>
                                              Three months ended March 31,
                                                   1998        1999
                                                 (In thousands, except
                                                   per share amounts)
                                              
<S>                                              <C>         <C>
Net income (loss)                                $2,703      ($2,298)
                                                       
Basic earnings (loss) per share                   $0.09       ($0.08)
Basic weighted average common             
 shares outstanding                              28,775       27,385
                                                       
Effect of dilutive securities:                         
   Warrants                                         118             
   Options                                        1,603             
Diluted weighted average common                        
and potential common shares outstanding          30,496       27,385
Diluted earnings (loss) per share                 $0.09       ($0.08)
</TABLE>
     
3.   BALANCE SHEET DETAILS

                                                December 31,       March 31,
                                                    1998             1999
                                                       (in thousands)
<TABLE>
<S>                                               <C>               <C>
INVENTORIES:                                          
   Raw Materials                                  $29,324           $16,960
   Work-in-progress                                12,946            17,429
   Finished goods                                   8,516            14,084
Total                                             $50,786           $48,473
                                                      
ACCRUED AND OTHER LIABILITIES:                        
   Warranty and installation reserves             $19,000           $19,013
   Payroll and payroll related                      3,622             3,882
   Interest                                         7,651             7,054
   Other                                            2,931             4,222
Total                                             $33,204           $34,171
</TABLE>

4.   REPORTING COMPREHENSIVE INCOME

  Effective  January 1, 1998, Cymer adopted  SFAS  No.  130,
Reporting  Comprehensive  Income.   SFAS  No.  130  requires
reporting  and  displaying  comprehensive  income  and   its
components,  which,  for  Cymer,  include  foreign  currency
translation  adjustments and unrealized  holding  gains  and
losses  on  available-for-sale securities that are currently
being  presented  by  Cymer  as  a  separate  component   of
stockholders' equity.  The adoption of SFAS No. 130  had  no
impact   on  Cymer's  results  of  operations  or  financial
position.   In accordance with SFAS No. 130, the accumulated
balance of other comprehensive income (loss) is disclosed as
a  separate  component of stockholders' equity.  Prior  year
financial  statements have been reclassified to  conform  to
the requirements of SFAS No. 130.
  
      The  following  table summarizes the  change  in  each
component  of accumulated other comprehensive income  (loss)
for the periods ended December 31, 1998 and March 31, 1999:
<TABLE>
<CAPTION>
                                                Total unrealized
                                               gains (losses) on        Accumulated
                                Translation    available-for-sale          other
                                adjustment,      investments,          comprehensive
                                net of tax        net of tax           income (loss)
                                                               
<S>                <S>           <C>                   <C>               <C>
January 1, 1998     Balance      ($2,303)              $49               ($2,254)
                    Period net                            
                     change          441               186                   627
December 31, 1998   Balance       (1,862)              235                (1,627)
                    Period net
                     change         (609)              (57)                 (666) 
March 31, 1999      Balance      ($2,471)              178               ($2,293)

  
5.   CLASS ACTION LAWSUITS
  
  Cymer  has  been named as a defendant in several  putative
shareholder  class  action  lawsuits  which  were  filed  in
September  and October, 1998 in the U.S. District Court  for
the  Southern  District  of  California.  Certain  executive
officers   and  directors  of  Cymer  are  also   named   as
defendants.  The plaintiffs purport to represent a class  of
all persons who purchased Cymer's Common Stock between April
24,  1997 and September 26, 1997 (the "Class Period").   The
complaints allege claims under the federal securities  laws.
The  plaintiffs  allege that Cymer and the other  defendants
made   various  material  misrepresentations  and  omissions
during the Class Period.  The complaints do not specify  the
amount   of  damages  sought.   The  complaints  have   been
consolidated  into a single action.  No lead  plaintiff  has
yet  been appointed and a consolidated amended complaint has
not yet been filed.  Discovery has not yet commenced.  Cymer
believes that it has good defenses to the claims alleged  in
the lawsuits and will defend itself vigorously against these
actions.  The  defense  of  these  actions  may  cause  some
disruption in Cymer's operations and may from time  to  time
distract management from day-to-day operations. The ultimate
outcome  of  these  actions cannot be presently  determined.
Accordingly, no provision for any liability or loss that may
result from adjudication or settlement thereof has been made
in the accompanying consolidated financial statements.
  
  
6.   CONTINGENCIES

       Cymer's  Japanese  manufacturing  partner  has   been
notified  that its manufacture of Cymer's laser  systems  in
Japan  may  infringe  a  Japanese  patent  held  by  another
Japanese  company.   Cymer  has  agreed  to  indemnify   its
Japanese  manufacturing partner against patent  infringement
claims  under certain circumstances.  Cymer believes,  based
upon  the  advice of counsel, that Cymer's products  do  not
infringe any valid claim of the asserted patent.



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

      AN  ASTERISK ("*") DENOTES A FORWARD-LOOKING STATEMENT
REFLECTING  CURRENT  EXPECTATIONS  THAT  INVOLVE  RISKS  AND
UNCERTAINTIES.   ACTUAL RESULTS MAY DIFFER  MATERIALLY  FROM
THOSE  DISCUSSED  IN  SUCH FORWARD-LOOKING  STATEMENTS,  AND
STOCKHOLDERS  OF CYMER, INC. (TOGETHER WITH ITS WHOLLY-OWNED
AND   MAJORITY-OWNED  SUBSIDIARIES,  COLLECTIVELY,  "CYMER")
SHOULD CAREFULLY REVIEW THE CAUTIONARY STATEMENTS SET  FORTH
IN THIS FORM 10Q, INCLUDING "RISK FACTORS" BEGINNING ON PAGE
15  HEREOF.   CYMER  MAY FROM TIME TO TIME  MAKE  ADDITIONAL
WRITTEN   AND  ORAL  FORWARD-LOOKING  STATEMENTS,  INCLUDING
STATEMENTS  CONTAINED IN CYMER'S FILINGS WITH THE SECURITIES
AND  EXCHANGE COMMISSION AND IN ITS REPORTS TO STOCKHOLDERS.
CYMER  DOES  NOT  UNDERTAKE  TO UPDATE  ANY  FORWARD-LOOKING
STATEMENT THAT MAY BE MADE FROM TIME TO TIME BY OR ON BEHALF
OF CYMER.

RESULTS OF OPERATIONS

  The  following table sets forth certain items  in  Cymer's
statements  of operations as a percentage of total  revenues
for the periods indicated:

</TABLE>
<TABLE>
<CAPTION>
                                                 Three months ended
                                                      March 31,
                                                   1998       1999
                                                
Revenues:                                       
<S>                                               <C>        <C>
   Product sales                                   99.9%      99.3%
   Other                                             .1         .7
       Total revenues                             100.0%     100.0%
                                          
Cost and expenses:                        
   Cost of product sales                           61.7       70.1
   Research and development                        15.7       18.6
   Sales and marketing                              7.8        8.8
   General and administrative                       5.0        7.0
      Total costs and expenses                     90.2      104.5
                                          
Operating income (loss)                             9.8       (4.5)
Other income (expense) - net                       (2.0)      (3.1)
                                          
Income before income tax                  
 (provision) benefit and minority interest          7.8       (7.6)
                                          
Income tax (provision) benefit                     (2.3)       1.9
Minority interest                                   (.1)       (.1)
                                          
Net income (loss)                                   5.4%      (5.8%)
                                          
Gross margin on product sales                      38.3%      29.4%
</TABLE>

<PAGE>

THREE MONTHS ENDED MARCH 31, 1998 AND 1999

     Revenues.    Cymer's total revenues consist of  product
sales,  which  include sales of laser systems, spare  parts,
service  and  training, and other revenues, which  primarily
include   revenues   from   funded  development   activities
performed  for  SEMATECH.  Revenue  from  product  sales  is
generally  recognized  at  the  time  of  shipment,   unless
customer  agreements contain inspection or other conditions,
in  which  case  revenue  is recognized  at  the  time  such
conditions are satisfied.  Funded development contracts  are
accounted  for on the percentage-of-completion method  based
on  the  relationship of costs incurred to  total  estimated
costs, after giving effect to estimates of costs to complete
the development project.

     Product sales decreased 20% from $49.6 million  in  the
three  months ended March 31, 1998 to $39.8 million  in  the
three  months  ended  March  31,  1999,  primarily  due   to
decreased sales of DUV photolithography laser systems.   Due
to the increase in Cymer's installed base of lasers, Cymer's
revenues  from  spares, replacement parts and  services  has
increased  and  is  a  larger component  of  product  sales.
Funded  development revenues increased from $51,000 for  the
three  months ended March 31, 1998 to $269,000 in the  three
months  ended March 31, 1999, primarily due to the  addition
of  various  laser research projects sponsored by  customers
and  SEMATECH in 1999 compared to the completion of  various
projects in 1998.
     
      Cymer's sales are generated primarily by shipments  to
customers in Japan, the Netherlands, and the United  States.
Approximately  89%, 88% and 87% of Cymer's  sales  in  1997,
1998  and the first three months of 1999, respectively, were
derived  from  customers outside the United  States.   Cymer
maintains a wholly-owned Japanese subsidiary which sells  to
Cymer's   Japanese   customers.   Revenues   from   Japanese
customers, generated primarily by this subsidiary, accounted
for  65%,  48% and 41% of revenues from 1997, 1998  and  the
first  three months of 1999, respectively.   The  activities
of  Cymer's  Japanese subsidiary are limited  to  sales  and
service  of  products purchased by the subsidiary  from  the
parent corporation.  All costs of development and production
of  Cymer's products, including costs of shipment to  Japan,
are  recorded  on  the books of the parent  company.   Cymer
anticipates  that  international  sales  will  continue   to
account for a significant portion of its net sales.*
     
     Cost  of Product Sales.  Cost of product sales includes
direct material and labor, warranty expenses, license  fees,
manufacturing  and  service overhead, and  foreign  exchange
gains  and  losses  on foreign currency  exchange  contracts
associated  with  purchases  of  Cymer's  products  by   the
Japanese subsidiary for resale under firm third-party  sales
commitments.
     
     Cost  of  product sales declined 8% from $30.6  million
for  the  three months ended March 31, 1998 to $28.1 million
for  the  three  months ended March  31,  1999  due  to  the
decrease  in sales volume.  The gross margin on these  sales
decreased  from 38.3% for the three months ended  March  31,
1998 to 29.4% for the same three month period in 1999.  This
reduction   was   primarily  due  to  lower  product   sales
recognized versus fixed manufacturing facility costs capable
of  increased capacity as well as the continued  development
of worldwide field support infrastructure.
     
     Net  gains  or  losses from foreign  currency  exchange
contracts  are  included in cost of  product  sales  in  the
consolidated  statements of operations as the related  sales
are   recognized.   Cymer  recognized  net  gains  on   such
contracts  of $2.3 million for the three months ended  March
31,  1998 and a $951,000 net loss for the three months ended
March 31, 1999.
  
     Research  and  Development.  Research  and  development
expenses  include costs of internally-funded and externally-
funded  projects  as  well  as continuing  research  support
expenses  which  primarily  include  employee  and  material
costs,  depreciation  of  equipment  and  other  engineering
related  costs.  Research and development expenses decreased
5%  from  $7.8 million in the three months ended  March  31,
1998  to  $7.5 million in the three months ended  March  31,
<PAGE>

1999,  due primarily to timing of various research  programs
initiation,    development   and   milestone    completions.
Development expenses during 1998 consisted of the completion
of  major  milestones on Cymer's ELS-5010 laser system,  and
development efforts on Cymer's next generation Orion or ELS-
6000  laser  system.  The  expenses  associated  with  these
programs  declined in 1999 as milestones were  met  and  new
programs  were at their initial stages.  As a percentage  of
total  revenues, such expenses increased from 15.7% to 18.6%
in the respective periods due to lower revenues.
  
     Sales  and  Marketing.   Sales and  marketing  expenses
include  the  expenses of the sales, marketing and  customer
support  staffs  and  other marketing expenses.   Sales  and
marketing  expenses decreased 9% from $3.9 million  for  the
three  months  ended March 31, 1998 to $3.5 million  in  the
three  months  ended  March 31, 1999 due  primarily  to  the
initial  start  up costs associated with developing  Cymer's
foreign field service locations in Europe, Singapore,  Korea
and Taiwan, which were incurred in 1998.  As a percentage of
total revenues, such expenses increased from 7.8% to 8.8% in
the respective periods due to lower sales volumes.
  
     General and Administrative.  General and administrative
expenses  consist primarily of management and administrative
personnel  costs,  professional services and  administrative
operating   costs.   General  and  administrative   expenses
increased  13% from $2.5 million in the three  months  ended
March  31,  1998 to $2.8 million for the three months  ended
March  31,  1999,  due  to  the continuing  process  quality
development   efforts   and   the   required   general   and
administrative support activities.  As a percentage of total
revenues, such expenses increased from 5% to 7% from  period
to period.
  
     Other   Income  (Expense)  -  net.   Net  other  income
(expense) consists primarily of interest income and  expense
and  foreign  currency exchange gains and losses  associated
with  the  fluctuations in the value  of  the  Japanese  yen
against   the  United  States  dollar.  Net  other   expense
increased from $1.0 million for the three months ended March
31,  1998  to $1.2 million for the three months ended  March
31,  1999, primarily due to the decrease in interest  income
associated  with  lower  market  yields  in  1999   on   the
investment of excess cash.  Foreign currency exchange losses
totaled  $232,000, interest income totaled $2.0 million  and
interest  expense totaled $2.8 million for the three  months
ended  March  31,  1998, compared to  an  exchange  loss  of
$234,000,  interest income of $1.8 million and $2.8  million
in  interest  expense for the three months ended  March  31,
1999.
  
     Cymer's   results   of  operations   are   subject   to
fluctuations  in the value of the Japanese yen  against  the
United  States  dollar.  Sales  by  Cymer  to  its  Japanese
subsidiary  are  denominated in dollars, and  sales  by  the
subsidiary  to  customers in Japan are denominated  in  yen.
Cymer's  Japanese  subsidiary manages its exposure  to  such
fluctuations  by  entering  into foreign  currency  exchange
contracts  to hedge its purchase commitments to Cymer.   The
gains  or  losses  from these contracts are  recorded  as  a
component  of  cost  of product sales, while  the  remaining
foreign  currency  exposure  is  recorded  as  other  income
(expense)  in  the  consolidated statements  of  operations.
Gains and losses resulting from foreign currency translation
are  accumulated  as  a separate component  of  consolidated
stockholders' equity.
  
     Income  Tax  (Provision) Benefit.   The  provision  for
income  taxes for the three months ended March 31,  1998  of
$1.2 million reflects an annual effective tax rate of 30% as
Cymer   had   no  additional  loss  or  valuation  allowance
carryovers from previous periods to be applied in 1998.  The
tax  benefit  of  $758,000 reported in  1999  was  primarily
attributable  to the net loss reported for the  three  month
period ended March 31, 1999 at an annual effective tax  rate
of  25%.  The 1999 annual effective rate is attributable  to
the   effect  of  permanent  book/tax  differences  and  tax
credits.
     
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     Since   inception,  Cymer  has  funded  its  operations
primarily  through  the private sale  of  equity  securities
totaling   approximately  $27.1  million,  borrowings   from
certain   of  its  investors  for  bridge  financing,   bank
borrowings, its September 18, 1996 initial public  offering,
which  resulted  in net proceeds to Cymer  of  approximately
$29.7  million,  the public offering on December  12,  1996,
which  resulted  in  net  proceeds  of  approximately  $50.0
million,  and raising a net $167.3 million in a  convertible
subordinated note offering on August 6, 1997.  As  of  March
31,  1999, Cymer had approximately $63.8 million in cash and
cash  equivalents, $63.0 million in short-term  investments,
$33.4  million in long-term investments, $186.4  million  in
working capital and $15.8 million in bank debt.
  
     Net    cash   used   for   operating   activities   was
approximately $1.5 million for the three months ended  March
31,  1998 and $4.0 million for the three months ended  March
31,  1999.  The increase in cash used in operations for  the
three  months ended March 31, 1999 as compared to  1998  was
primarily attributable to an increase in accounts receivable
for  1999  versus  a decrease for 1998 primarily  associated
with the timing of sales and cash receipts from the previous
quarters, offset by a decrease in inventory and an  increase
in accrued and other liabilities during 1999.
  
     Net   cash   provided  by  investing   activities   was
approximately $19.2 million for the three months ended March
31,  1998  as compared to $6.9 million for the three  months
ended  March  31, 1999.  The net cash provided by  investing
activities  during the first three months of 1998  and  1999
primarily   reflects  continued  property  acquisitions   to
accommodate the business expansion and focus, offset by  the
timing of short and long term investments maturing and being
reinvested during the period.
  
     Net    cash   used   for   financing   activities   was
approximately $1.9 million for the three months ended  March
31,  1998, and net cash provided by financing activities was
approximately $6.9 million for the three months ended  March
31,  1999.  For the three months ended March 31, 1998, Cymer
received  a  net  $321,000 through the  issuance  of  common
stock,  offset  by  a  treasury  stock  repurchase  of  $2.1
million.  The net cash provided by financing activities  for
the   three  months  ended  March  31,  1999  was  primarily
attributable to $4.8 million in bank borrowings in Japan and
the  receipt  of  $2.3 million upon the issuance  of  common
stock  due  to  the  exercising of stock  options  by  Cymer
employees.
  
     Cymer requires substantial working capital to fund  its
business,  particularly to finance inventories and  accounts
receivable  and  for capital expenditures.   Cymer's  future
capital  requirements will depend on many factors, including
the  rate of Cymer's manufacturing expansion, the timing and
extent  of  spending to support product development  efforts
and  expansion of sales and marketing and field service  and
support,  the  timing of introductions of new  products  and
enhancements  to  existing products,  and  overall  industry
conditions.  Cymer  believes that it has sufficient  working
capital and available bank credit to sustain operations  and
provide  for  the  future expansion of its  business  during
1999.
     
Recent Accounting Pronouncements

     In June 1998, the FASB issued SFAS No. 133, "Accounting
for  Derivative  Instruments and Hedging Activities."   SFAS
No.  133 establishes accounting and reporting standards  for
derivative instruments and for hedging activities.  The  new
standard will become effective for Cymer for the year ending
December 31, 2000.  Interim reporting for this standard will
be  required.  Cymer has not yet assessed the effect of this
standard on Cymer's current reporting and disclosures.
  
Impact of Year 2000 Issue

      The Year 2000 Issue ("Y2K") is primarily the result of
computer systems using a two-digit format rather than  four-
digits to indicate the year.  Such computer systems will  be
unable  to differentiate between the year 1900 and the  year
2000,  causing errors and system failures which may  disrupt
the  operations of such systems.  Cymer has been  addressing
this  issue and has been focusing its efforts through a five
step  approach: (1) identification of the systems which  may
be  vulnerable to Y2K problems; (2) assessment of the impact
on  the systems identified; (3) remediation of non-compliant
systems  and  components and determination of solutions  for
non-compliant   suppliers;  (4)  testing  of   systems   and
components following remediation; and (5) documentation.

      Cymer  is  100%  complete with the  identification  of
systems  which  may be vulnerable to the Y2K issue,  and  is
100%  complete  with the assessment of the impact  on  these
systems.   The assessment includes factory systems,  desktop
PC's,  fax machines, printers, and common software  packages
in  use  at  Cymer.   In addition, all suppliers  have  been
contacted for their Y2K plans and all new software  licenses
include Y2K statements.  Remediation is 100% complete.   The
testing  of  systems and components is 100% complete  as  of
March 31, 1999.

      Cymer's  ongoing plan is to continue  the  process  of
working  with  suppliers and customers to verify  their  Y2K
readiness by June 30, 1999, as well as to obtain their then-
current  Y2K  related public statements on Y2K  compliance.
Cymer plans to evaluate any issues raised in this process in
terms of any special actions Cymer should consider taking to
reduce  related  risks,  including further  follow  up  with
suppliers and customers as the year 2000 approaches.  These
and  other  issues will be included in Cymer's  Y2K  ongoing
action plan.

     Cymer's Y2K contingency plan consists of the following:
(1)  offsite  backup of all critical data and software;  (2)
multiple   redundant  suppliers  for   all   critical   data
communication and telecommunications services; (3) readiness
planning  for  support  personnel; (4)  outside  consultants
identified   for   rapid  availability;  and   (5)   ongoing
evaluation and planning for contingencies.

     Cymer's current laser systems are not Y2K compliant per
SEMATECH  standards.   The laser systems  currently  require
manual  intervention to reset the internal clock to  account
for leap year in the year 2000.  Cymer's customers have been
informed  of the non-compliance and have been provided  with
instructions  for the manual correction of the date  between
January 1 and February 28, 2000.  Not resetting the internal
clock would have no material impact on the operation of  the
laser  system.   Cymer  has  demonstrated  and  tested  the
software  fix  to  bring the lasers  to  full  SEMATECH  Y2K
compliance.  These  tests have been completed;  however,  no
date has been determined for full deployment of the software
upgrade  out to the field. Cymer currently has no reason  to
believe  the software upgrade will not be implemented  prior
to the year 2000.*

     Based on the assessment efforts to date, Cymer does not
believe  that  the  Y2K issue will have a  material  adverse
effect  on  Cymer's  consolidated  financial  condition  and
results  of  operations.* The cost of  the  Y2K  process  is
estimated  at  approximately $250,000 of which approximately
$150,000  has been incurred.*  However, Cymer's beliefs  and
expectations   are   based  on  certain   assumptions   that
ultimately  may prove to be inaccurate.  Aside  from  global
infrastructure Y2K requirements, Cymer's worst case scenario
may  include:  supplier and customer purchase, delivery  and
payment delays; server and desktop computer failures; one or
more  critical software systems failures, including embedded
control  systems;  and failure of one or more  internal  and
external   communications  systems   such   as   telephones,
networks,   voice  mail  and  paging  systems.   Additional
potential sources of risk include (a) the inability  of  key
suppliers  and  customers  to  be  Y2K  compliant,  (b)  the
disruption of global transportation channels as a result  of
general  system  failures, and (c)  an  overall  failure  of
necessary    infrastructure   such   as   electricity    and
telecommunications.  If any of these were  to  occur,  there
could  be  a material adverse effect on Cymer's consolidated
financial condition and results of operations.

     RISK FACTORS
  
Likely Fluctuations in Operating Results
  
     Certain Factors Causing Fluctuations
     Cymer's  operating results have in the past  fluctuated
and  are  likely  in the future to fluctuate  significantly.
These fluctuations depend on a variety of factors which  may
include:
     
     *    the demand for semiconductors in general and,  in
          particular, for leading edge devices with smaller circuit
          geometries;
     *    the rate at which semiconductor manufacturers take
          delivery of photolithography tools from Cymer's customers;
     *    cyclicality  in  the  market  for  semiconductor
          manufacturing equipment;
     *    the timing and size of orders from Cymer's small base
          of customers;
     *    the ability of Cymer to manufacture, test and deliver
          laser systems in a timely and cost effective manner;
     *    the mix of  laser models, replacement parts and service
          revenues;
     *    the ability of Cymer's competitors to obtain orders
          from Cymer's customers;
     *    the entry of new competitors into the market for DUV
          photolithography illumination sources;
     *    the ability of Cymer to manage its costs as it supplies
          its products in higher volumes; and
     *    Cymer's ability to effectively manage its exposure to
          foreign currency exchange rate fluctuations, principally
          with respect to the Japanese yen (in which sales by Cymer's
          Japanese subsidiary are denominated).
     
In   addition,   as  customers  become  more  efficient   at
integrating   Cymer's  lasers  into  their  photolithography
tools,  reductions in customer laser inventories may  affect
Cymer's operating results.
     
     Timing of Revenue Recognition
     
     Cymer has historically derived a substantial portion of
its  quarterly  and  annual revenues  from  the  sale  of  a
relatively  small  number  of systems.   As  a  result,  the
precise  timing of the recognition of revenue from an  order
for  a small number of systems can have a significant impact
on  Cymer's  total  revenues and  operating  results  for  a
particular period.  If customers cancel or reschedule orders
for a small number of systems or if Cymer cannot fill orders
in  time  to  recognize revenue during a particular  period,
this  could  adversely affect Cymer's operating results  for
that   period.  For  example,  unanticipated  manufacturing,
testing,  shipping or product acceptance delays could  cause
such cancellations, rescheduling or inability to fill orders
promptly.

     Fixed Expenses

     Cymer's  expense levels are based, in  large  part,  on
Cymer's  expectations  as  to  future  revenues.  Therefore,
Cymer's expenses are relatively fixed in the short term.  If
revenue   levels   fall  below  expectations,   this   would
disproportionately and adversely affect net  income.   Cymer
cannot forecast the impact of these and other factors on its
revenues and operating results in any future period with any
degree of certainty.
     
     Semiconductor Manufacturer Demand
     
     Cymer  believes  that semiconductor  manufacturers  are
currently  developing  capability for production  and  pilot
production of 0.25um, 0.18um and below devices.  Cymer also
believes  that  the efforts to develop such  capability  are
driving  present  demand  for its  excimer  lasers  for  DUV
photolithography  tools.   Once semiconductor  manufacturers
have acquired such capability, their demand for Cymer's  DUV
photolithography tools will depend on whether they  want  to
expand  their  capacity to manufacture such  devices.   This
will  in  turn  depend on whether their sales forecasts  and
manufacturing  process yields justify  such  an  investment.
Cymer  currently  expects that demand for  its  DUV  excimer
lasers  will  depend on such demand and process  development
constraints of the semiconductor manufacturers.*
     
     Industry Conditions
     
      Recently,  Cymer  has increased some  aspects  of  its
operations   in  response  to  anticipated  improvement   in
industry   conditions.    Should  these   improvements   not
materialize, the planned increases in spending may delay the
return to profitable operations.

      Due  to  the foregoing, as well as other unanticipated
factors,  Cymer's operating results will likely  fall  below
the  expectations of public market analysts or investors  in
some  future  quarter  or quarters.  Such  failure  to  meet
operating  result  expectations would  materially  adversely
affect the price of Cymer's Common Stock.

Dependence on Single Product Line

      Cymer's  only  product  line is  excimer  lasers.  The
primary  market  for  excimer  lasers  is  for  use  in  DUV
photolithography equipment for manufacturing  deep-submicron
semiconductor  devices.  Demand for  Cymer's  products  will
depend   in   part  on  the  rate  at  which   semiconductor
manufacturers  adopt  excimer  lasers  as  the  illumination
source  for  their photolithography tools.   Impediments  to
such adoption include:

  *    a shortage of engineers with experience implementing,
       utilizing and maintaining DUV  photolithography systems
       that incorporate excimer laser illumination sources,
  *    instability  of photoresists used  in  advanced  DUV
       photolithography and
  *    potential shortages of specialized materials used in
       DUV optics.

There can be no assurance that such impediments can or  will
be  overcome. In any event, such impediments may  materially
reduce  the demand for Cymer's products. Further, if Cymer's
customers experience reduced demand for DUV photolithography
tools, or if Cymer's competitors are successful in obtaining
significant  orders from such customers,  Cymer's  financial
condition  and  results of operations  would  be  materially
adversely affected.

Dependence on Semiconductor Industry
     
       Cymer derives substantially all of its revenues  from
photolithography  tool manufacturers. Photolithography  tool
manufacturers  depend  in  turn  on  the  demand  for  their
products  from  semiconductor  manufacturers.  Semiconductor
manufacturers depend on the demand from manufacturers of end-
products   or   systems   that  use   semiconductors.    The
semiconductor   industry   is  highly   cyclical   and   has
historically experienced periodic and significant downturns.
These downturns have often had a severe effect on the demand
for   semiconductor   manufacturing   equipment,   including
photolithography  tools.  Cymer believes that  downturns  in
the  semiconductor manufacturing industry will  periodically
occur,  resulting  in  periodic  decreases  in  demand   for
semiconductor manufacturing equipment.   In addition,  Cymer
believes  that in a future downturn Cymer's need to continue
investment  in  research and development,  and  to  maintain
extensive  ongoing  customer service and support  capability
will    constrain   its   ability   to   reduce   expenses.
Accordingly,  downturns in the semiconductor industry  could
have   a   material  adverse  effect  on  Cymer's  business,
financial condition and results of operations.
     
Dependence on Small Number of Customers

     A small number of manufacturers of DUV photolithography
tools  constitute Cymer's primary customer base.  Four large
firms, ASM Lithography, Canon, Nikon and SVG Lithography  (a
subsidiary  of  Silicon Valley Group,  Inc.),  dominate  the
photolithography tool business. Collectively, they accounted
for approximately 94%, 94% and 90% of Cymer's total revenues
in  1997,  1998, and the three months ended March 31,  1999,
respectively. Individually, sales to ASM Lithography, Canon,
Nikon  and SVG Lithography accounted for approximately  37%,
20%, 31% and 6%, respectively, of total revenues in 1998 and
42%,  28%, 13%, 7%, respectively, of total revenues for  the
three months ended March 31, 1999.  Cymer expects that sales
of  its  systems to these customers will continue to account
for  substantially  all of its revenues in  the  foreseeable
future.*   None  of  Cymer's  customers  are  obligated   to
purchase a minimum number of Cymer's products.  The loss  of
any significant business from any one of these customers  or
a  significant  reduction in orders from any  one  of  these
customers,  would have a material adverse effect on  Cymer's
business,  financial  condition and results  of  operations.
Reductions  caused  by  changes in a customer's  competitive
position,  a decision to purchase illumination sources  from
other suppliers, or economic conditions in the semiconductor
and photolithography tool industries, could all cause such a
loss of business or reduction  in orders.

Need to Manage a Changing Business
     
     Cymer has recently dramatically expanded and contracted
the  scope of its operations and the number of employees  in
most  of its functional areas.  For example, Cymer increased
the number of its employees from 136 at December 31, 1995 to
336  at  December 31, 1996 to 809 at December 31,  1997  and
then  decreased  that number to 703 at  December  31,  1998.
Cymer  has installed new management information systems  and
has   also   substantially  expanded  its   facilities   and
manufacturing  capacity.  For example,  since  December  31,
1996  Cymer has occupied three additional buildings covering
approximately 187,000 square feet. In a cyclical environment
of dramatic growth or contraction, Cymer will need:
     
     *    to continue close management of these areas, and
     *    to improve its management, operational and financial
          systems, including
     *    accounting and other internal management systems,
     *    quality control,
     *    delivery and
     *    field service and customer support capabilities.

Cymer  must  also  effectively manage its inventory  levels,
including   assessing  and  managing  excess  and   obsolete
inventories associated with the changing environment and new
product  introductions. Cymer will need to  attract,  train,
retain  and  manage  key  technical personnel  in  order  to
support Cymer's growth and/or contraction.   Cymer will also
need  to  manage  effectively its international  operations,
including:
     
     *    the operations of its subsidiaries in Japan, Korea,
          Taiwan, Singapore and the    Netherlands,
     *    its field service and support presence in Asia and
          Europe and
     *    its relationship with Seiko as a manufacturer of its
          photolithography lasers.

Cymer must also effect timely deliveries of its products and
maintain the product quality and reliability required by its
customers.  Any failure to effectively manage Cymer's growth
or  contraction  would materially adversely  affect  Cymer's
financial condition and results of operations.

Competition

     Lambda-Physik, Komatsu and Ushio
     
     Cymer  currently has three significant  competitors  in
the  market  for  excimer laser systems for photolithography
applications:
     
     *    Lambda-Physik,
     *    Komatsu, Ltd. ("Komatsu") and
     *    Ushio.

All of these companies:
     
     *    are larger than Cymer,
     *    have access to greater financial, technical and other
          resources than does Cymer, and
     *    are located in closer proximity to Cymer's customers
          than is Cymer.

Cymer   believes   that  Lambda-Physik   and   Komatsu   are
aggressively  seeking  to  gain  larger  positions  in  this
market.   Cymer  believes  that  its  customers  have   each
purchased  one or more products offered by these competitors
and  that  its  customers will continue to actively  qualify
these  competitors'  lasers in their  search  for  a  second
source.   Cymer believes that Komatsu in particular has been
qualified for production use by chipmakers in Japan.   Cymer
could  lose market share and its growth could slow  or  even
decline as competitors gain market acceptances.

     Other Technologies

     In the future, Cymer will likely experience competition
from  other technologies, such as EUV and scalpel processes.
To remain competitive, Cymer believes that it will need to:

     *    manufacture and deliver products to customers on a
          timely basis and without significant defects, and
     *    maintain a high level of investment in research and
          development and in sales and marketing.

Cymer  might  not have sufficient resources to  continue  to
make  the  investments necessary to maintain its competitive
position.
     
     Small and Immature Market for Excimer Lasers
     
     In  addition,  the market for excimer lasers  is  still
small  and  immature.  Larger competitors with substantially
greater  financial resources, including other  manufacturers
of industrial lasers, might attempt to enter the market.
     
     Cymer  might  not  remain competitive.   A  failure  to
remain  competitive would have a material adverse effect  on
Cymer's   business,  financial  condition  and  results   of
operations.
     
Risk  of  Excessive  Inventory Buildups by  Photolithography
Tool Manufacturers

        Pholithography    tool   manufacturers    constitute
substantially  all  of  Cymer's customers.  Photolithography
tool   manufacturers   sell  their  systems   in   turn   to
semiconductor  manufacturers.  Current market conditions  in
the  industry could cause Cymer's customers to reduce  their
orders  for  new laser systems as they try to  manage  their
inventories to appropriate levels which better reflect their
expected  sales  forecasts.   Cymer  is  working  with   its
customers  to  better  understand end user  demand  for  DUV
photolithography tools.  However, there can be no  assurance
that  Cymer will be successful in this regard, or  that  its
customers   will  not  build  excessive  laser  inventories.
Excessive  customer  laser inventories  could  result  in  a
material  decline in Cymer's revenues and operating  results
in  future  periods  as such inventories  are  brought  into
balance.

Dependence on Key Suppliers
     
         Cymer   obtains  certain  of  the  components   and
subassemblies  included  in  its  products  from  a   single
supplier  or  a limited group of suppliers.  In  particular,
there  are  no  alternative  sources  for  certain  of  such
components  and  subassemblies,  including  certain  optical
components  used in Cymer's lasers.  In addition,  Cymer  is
increasingly   outsourcing  the   manufacture   of   various
subassemblies.   To  date  Cymer has  been  able  to  obtain
adequate supplies of the components and subassemblies  in  a
timely  manner from existing sources.  However, due  to  the
nature  of  Cymer's  product development  requirements,  key
suppliers   often   need  to  rapidly  advance   their   own
technologies  in  order  to  support  Cymer's  new   product
introduction schedule.  These suppliers may or  may  not  be
able  to  satisfy Cymer's schedule requirements in providing
new  modules  and subassemblies to Cymer.  If  Cymer  cannot
obtain  sufficient quantities of such materials,  components
or  subassemblies,  or if such items  do  not  meet  Cymer's
quality standards, delays or reductions in product shipments
could  have  a material adverse effect on Cymer's  business,
financial condition and results of operations.
     
Limited Production Use of Excimer Lasers

     The  semiconductor industry is at the early  stages  of
adopting  the excimer laser technology into photolithography
applications.   Cymer's products might not  meet  production
specifications or cost of operation requirements  over  time
when  subjected  to  prolonged and  intense  use  in  volume
production in semiconductor manufacturing processes. If  any
semiconductor  manufacturer cannot successfully  achieve  or
sustain  volume  production using  Cymer's  lasers,  Cymer's
reputation  with semiconductor manufacturers or the  limited
number  of  photolithography  tool  manufacturers  could  be
damaged.  This  would  have  a material  adverse  effect  on
Cymer's   business,  financial  condition  and  results   of
operations.

Need to Expand Field Service and Support Organization

     Cymer  believes  that  the need  to  provide  fast  and
responsive service to the semiconductor manufacturers  using
its  lasers is critical.  Cymer cannot depend solely on  its
direct  customers  to  provide  this  specialized  service.
Therefore,  Cymer  believes it is  essential  to  establish,
through  trained  third-party sources  or  through  its  own
personnel, a rapid response capability to service its lasers
throughout  the  world.   Accordingly,  Cymer  is  currently
expanding  its direct support infrastructure in  the  United
States,    Japan,  Europe,  Korea,  Singapore,  Taiwan   and
Southeast  Asia.   This  expansion  entails  recruiting  and
training  qualified  field service  personnel  and  building
effective and highly trained organizations that can  provide
service  to customers in various countries in their assigned
regions.  Cymer has historically experienced difficulties in
effectively  training field service personnel.  Cymer  might
not  be  able  to attract and train qualified  personnel  to
establish these operations successfully.  Further, the costs
of  such  operations  might  be  excessive.   A  failure  to
implement  this  plan  effectively  could  have  a  material
adverse effect on Cymer's business, financial condition  and
results of operations.

Rapid Technological Change; New Product Introductions

     Semiconductor manufacturing equipment and processes are
subject to rapid technological change.  Cymer believes  that
its future success will depend in part upon its ability to:
     
     *    continue to enhance its excimer laser products and
          their process capabilities, and
     *    develop and manufacture new products with improved
          capabilities.
     
  In  order to enhance and improve its products and  develop
new  products, among other things, Cymer must  work  closely
with  its customers, particularly in the product development
stage,   to   integrate  its  lasers  with  its   customers'
photolithography tools.  Future technologies,  such  as  EUV
and  scalpel  processes, might render Cymer's excimer  laser
products  obsolete.  Further, Cymer might  not  be  able  to
develop  and introduce new products or enhancements  to  its
existing  products  and processes in a  timely  manner  that
satisfy  customer  needs or achieve market  acceptance.  The
failure  to do so could materially adversely affect  Cymer's
business, financial condition and results of operations.

Dependence on Key Personnel

     Cymer  is highly dependent on the services of a  number
of key employees in various areas, including:
     
     *    engineering,
     *    research and development,
     *    sales and marketing, and
     *    manufacturing.

In  particular,  there are a limited number  of  experts  in
excimer  laser technology. There is intense competition  for
such  personnel, as well as for the highly-skilled  hardware
and  software engineers Cymer requires.  Cymer  has  in  the
past experienced, and continues to experience, difficulty in
hiring   personnel,  including  experts  in  excimer   laser
technology.   Cymer  believes that, to a large  extent,  its
future success will depend upon:

     *    the continued services of its engineering, research and
          development, sales and marketing and manufacturing and
          service personnel, and
     *    its ability to attract, train and retain highly skilled
          personnel in each of these areas.

Cymer  does not have employment agreements with most of  its
employees,  and  Cymer might not be able to retain  its  key
employees.   The failure of Cymer to hire, train and  retain
such  personnel  could  have a material  adverse  effect  on
Cymer's   business,  financial  condition  and  results   of
operations.

Uncertainty  Regarding Patents and Protection of Proprietary
Technology
     
     Cymer Patents
     
     Cymer believes that the success of its business depends
more  on  such  factors as the technical  expertise  of  its
employees, as well as their innovative skills and  marketing
and customer relations ability, than on patents, copyrights,
trade  secrets  and  other  intellectual  property  rights.
Nevertheless,  the success of Cymer may depend  in  part  on
patents.  As of March 31, 1999, Cymer owned 41 United States
patents  covering  certain aspects of technology  associated
with  excimer lasers.  Such patents will expire  at  various
times  during the period from January 2008 to December 2017.
As  of  March  31,  1999,  Cymer had  also  applied  for  61
additional  patents in the United States, 12 of  which  have
been  allowed.  As of March 31, 1999, Cymer owned 10 foreign
patents  and  had filed 163 patent applications  in  various
foreign countries.
     
     Cymer's  pending  patent applications  and  any  future
applications  might not be approved. Cymer's  patents  might
not   provide  Cymer  with  competitive  advantages.   Third
parties might challenge Cymer's patents.  In addition, third
parties'  patents  might have an adverse effect  on  Cymer's
ability  to  do  business.  In  this  regard,  due  to  cost
constraints, Cymer did not begin filing for patents in Japan
or other countries with respect to inventions covered by its
United  States patents and patent applications  until  1993.
Therefore,   Cymer  has  lost  the  right  to  seek   patent
protection in those countries for certain of its inventions.
Additionally,  because  foreign  patents  may  afford   less
protection under foreign law than is available under  United
States  patent law, any such patents issued to  Cymer  might
not  adequately  protect  Cymer's  proprietary  information.
Furthermore,  third  parties  might  independently   develop
similar  products, duplicate Cymer's products or, if patents
are  issued  to Cymer, design around the patents  issued  to
Cymer.
     
     Competitive Patents
     
     Others may have filed and in the future may file patent
applications  that  are  similar or identical  to  those  of
Cymer.  To  determine the priority of inventions, Cymer  may
have to participate in interference proceedings declared  by
the   United  States  Patent  and  Trademark  Office.   Such
interference proceedings could result in substantial cost to
Cymer.   Such  third  party patent applications  might  have
priority over patent applications filed by Cymer.

     Other Forms of Protection

     Cymer also relies upon:

     *    trade secret protection,
     *    employee nondisclosure agreements,
     *    third-party nondisclosure agreements, and
     *    other intellectual property protection methods
to  protect  its  confidential and proprietary  information.
Despite these efforts, third parties might:

     *     independently  develop  substantially  equivalent
           proprietary information and techniques,
     *     otherwise gain access to Cymer's trade secrets, or
     *     disclose such technology.
Cymer  might not be able to meaningfully protect  its  trade
secrets.

      Possible  Claims to Ownership of Cymer's  Intellectual Property

      Cymer has in the past funded a significant portion  of
its  research and development expenses from outside research
and  development revenues.  Cymer has received such revenues
from  photolithography tool manufacturers and from SEMATECH,
a  semiconductor industry consortium, in connection with the
design and development of specific products. Cymer currently
funds  a  small portion of its development expenses  through
SEMATECH.     Although     Cymer's     arrangements     with
photolithography  tool manufacturers and  SEMATECH  seek  to
clarify  the ownership of the intellectual property  arising
from  research and development services performed by  Cymer,
disputes over the ownership or rights to use or market  such
intellectual  property might arise between  Cymer  and  such
parties.   Any such dispute could result in restrictions  on
Cymer's  ability  to market its products and  could  have  a
material  adverse  effect  on  Cymer's  business,  financial
condition and results of operations.

     Patent Infringement

     Third parties have in the past notified, and may in the
future  notify,  Cymer  that  it  may  be  infringing  their
intellectual  property  rights.   Komatsu,  one  of  Cymer's
competitors,  has  notified Cymer's  Japanese  manufacturing
partner,  Seiko  Instruments, Inc. ("Seiko"),  that  certain
aspects of Cymer's lasers might infringe three patents  that
have  been issued to Komatsu in Japan.  Komatsu has notified
Seiko  that Komatsu intends to enforce its rights under  the
Komatsu   patents   against  Seiko  if  Seiko   engages   in
manufacturing activities for Cymer.  In connection with  its
manufacturing  agreement with Seiko,  Cymer  has  agreed  to
indemnify   Seiko   against  such   claims   under   certain
circumstances. Attorneys representing Komatsu are  currently
challenging  one of Cymer's U.S. patents in the U.S.  Patent
Office.  In addition, Cymer has engaged in discussions  with
Komatsu  with respect to the Komatsu patents, in the  course
of  which  Komatsu has also identified to Cymer a number  of
pending  applications and additional  patents.   Cymer,   in
consultation  with  Japanese patent counsel,  has  initiated
oppositions to certain Komatsu patents and  the applications
in  the  Japanese Patent Office.  However, litigation  might
ensue  with respect to these claims.  Cymer and Seiko  might
not ultimately prevail in any such litigation. Komatsu might
assert infringement claims under additional patents.

      Any  patent litigation would at a minimum  be  costly.
Litigation  could also divert the efforts and  attention  of
Cymer's management and technical personnel.  Both could have
a  material  adverse  effect on Cymer's business,  financial
condition  and results of operations.  Furthermore,  in  the
future third parties might assert other infringement claims,
and customers and end users of Cymer's products might assert
other claims for indemnification resulting from infringement
claims.   Such  assertions,  if proven  to  be  true,  might
materially  adversely  affect  Cymer's  business,  financial
condition and results of operations. If any such claims  are
asserted  against Cymer, Cymer may seek to obtain a  license
under   the  third  party's  intellectual  property  rights.
However, such a license might not be available on reasonable
terms or at all.  Cymer could decide, in the alternative, to
resort  to litigation to challenge such claims or to  design
around  the  patented  technology.  Such  actions  could  be
costly and would divert the efforts and attention of Cymer's
management  and technical personnel, which would  materially
adversely  affect Cymer's business, financial condition  and
results of operations.

     Trademark

      Cymer has registered the trademark CYMER in the United
States and certain other countries and is seeking additional
registrations  in  certain  countries.   In  Japan,  Cymer's
application  for registration was rejected  on  the  grounds
that it is similar to a trademark previously registered by a
Japanese  company for a broad range of products.   Cymer  is
seeking  a  partial nullification of that registration  with
respect to laser devices and related components and does not
believe that the holder of that trademark is engaged in  any
business  similar to that of Cymer.  For this reason,  Cymer
(1)  is continuing to use the trademark CYMER in Japan,  (2)
believes  that it will ultimately be permitted  to  register
such mark for use with its products, and (3) believes it  is
not  infringing that company's trademark.* Cymer  might  not
ultimately succeed in its efforts to register its  trademark
in  Japan.   Cymer  might  be subjected  to  an  action  for
trademark infringement, which could be costly to defend.  If
successful, such an action would require Cymer to cease  use
of the mark and, potentially, to pay damages.

Risks Associated with Manufacturing in Japan

     Cymer  has  qualified  Seiko of  Japan  as  a  contract
manufacturer  of its photolithography lasers.    Komatsu,  a
competitor of Cymer, has advised Seiko that certain  aspects
of  Cymer's lasers might infringe certain patents that  have
been  issued to Komatsu in Japan.  Komatsu has advised Seiko
it  intends to enforce its rights under such patents against
Seiko  if  Seiko  engages  in manufacturing  activities  for
Cymer.  In the event that, notwithstanding its manufacturing
agreement with Cymer, Seiko should determine not to continue
manufacturing  Cymer's  products  until  resolution  of  the
matter  with  Komatsu, Cymer's ability  to  meet  any  heavy
demand  for  its  products  could  be  materially  adversely
affected.    See  --  "Uncertainty  Regarding  Patents   and
Protection of Proprietary Technology."

Risks of International Sales and Operations

     Significant International Trade

     Cymer  derived approximately 89%,  88% and 87%  of  its
revenues in 1997, 1998 and the three months ended March  31,
1999,  respectively,  from  customers  located  outside  the
United  States.  Because a significant majority  of  Cymer's
principal   customers  are  located  in   other   countries,
particularly  Asia,  Cymer  anticipates  that  international
sales will continue to account for a significant portion  of
its  revenues.*  In order to support its overseas customers,
Cymer:
     
     *     maintains  subsidiaries in Japan, Korea,  Taiwan,
           Singapore and the Netherlands,
     *     is expanding its field service and support operations
           worldwide, and
     *     will continue to work with Seiko as a manufacturer of
           its products in Japan.*

Cymer   might  not  be  able  to  manage  these   operations
effectively.  Cymer's investment in these  activities  might
not  enable  it  to  compete successfully  in  international
markets  or  to meet the service and support  needs  of  its
customers.  Additionally, a significant portion  of  Cymer's
sales  and  operations could be subject  to  certain  risks,
including:

     *    tariffs and other barriers,
     *    difficulties  in  staffing and  managing  foreign
          subsidiary and branch operations,
     *    currency exchange risks and exchange controls,
     *    potentially adverse tax consequences, and
     *    the possibility of difficulty in accounts receivable
          collection.

Because many of Cymer's principal customers, as well as many
of  the  end-users of Cymer's laser systems, are located  in
Asia, the recent economic problems and currency fluctuations
affecting  that region could intensify Cymer's international
risk.  Further, while Cymer has experienced no difficulty to
date  in complying with United States export controls, these
rules  could change in the future and make it more difficult
or  impossible for Cymer to export its products  to  various
countries.  These  factors could  have  a  material  adverse
effect  on Cymer's business, financial condition and results
of operations.

     Currency Fluctuations

       Sales  by  Cymer  to  its  Japanese  subsidiary   are
denominated  in  dollars, while sales by the  subsidiary  to
customers in Japan are denominated in yen.  This means  that
Cymer's results of operations show some fluctuation based on
the  value  of  the  Japanese yen against the  U.S.  dollar.
Cymer's  Japanese  subsidiary manages its exposure  to  such
fluctuations  by  entering  into foreign  currency  exchange
contracts  to  hedge  its purchase commitments.   Management
will  continue  to  monitor  Cymer's  exposure  to  currency
fluctuations,  and, when appropriate, use financial  hedging
techniques  to  minimize the effect of  these  fluctuations.
However,  exchange rate fluctuations might have  a  material
adverse effect on Cymer's results of operations or financial
condition.   In  the future, Cymer might need  to  sell  its
products   in  other  currencies,  which  would   make   the
management  of  currency  fluctuations  more  difficult  and
expose Cymer to greater risks in this regard.*

     Foreign Regulations

      Numerous  foreign government standards and regulations
apply  to Cymer's products.  These standards and regulations
are continually being amended.  Although Cymer endeavors  to
meet  foreign  technical and regulatory  standards,  Cymer's
products   might  not  continue  to  comply   with   foreign
government standards and regulations, or changes thereto. It
might  not  be  cost  effective for Cymer  to  redesign  its
products to comply with such standards and regulations.  The
inability of Cymer to design or redesign products to  comply
with  foreign standards could have a material adverse effect
on  Cymer's  business, financial condition  and  results  of
operations.

Environmental and Other Government Regulations

     Federal,  state  and local regulations  impose  various
controls on the storage, handling, discharge and disposal of
substances used in Cymer's manufacturing process and on  the
facility leased by Cymer. Cymer believes that its activities
conform  to  present governmental regulations applicable  to
its   operations   and   its  current   facilities.    These
regulations  include  those related to  environmental,  land
use,  public utility utilization and fire code matters. Such
governmental regulations might in the future impose the need
for   additional   capital  equipment   or   other   process
requirements  upon Cymer.  They might also restrict  Cymer's
ability to expand its operations.  The (1) adoption of  such
measures,  or (2) failure by Cymer to comply with applicable
environmental  and land use regulations or to  restrict  the
discharge  of hazardous substances, could subject  Cymer  to
future liability or could cause its manufacturing operations
to be curtailed or suspended.

Risks of Product Liability Claims

     Cymer  faces a significant risk of exposure to  product
liability  claims in the event that the use of its  products
results in personal injury or death.  Cymer might experience
material  product  liability losses in  the  future.   Cymer
maintains   insurance  against  product  liability   claims.
However, such coverage might not continue to be available on
terms acceptable to Cymer.  Such coverage also might not  be
adequate for liabilities actually incurred.  Further, in the
event  that  any of Cymer's products prove to be  defective,
Cymer  may  need  to recall or redesign  such  products.   A
successful  claim  brought  against  Cymer  in   excess   of
available insurance coverage, or any claim or product recall
that results in significant adverse publicity against Cymer,
could  have  a material adverse effect on Cymer's  business,
financial condition and results of operations.

Possible Price Volatility of Common Stock

     The  following  factors  may significantly  affect  the
market price of Cymer's Common Stock:
  
     *    actual or anticipated fluctuations in Cymer's operating
          results,
     *    announcements of technological innovations,
     *    new  products or new contracts by  Cymer  or  its
          competitors,
     *    developments with respect to patents or proprietary
          rights,
     *    conditions and trends in the laser device and other
          technology industries,
     *    changes in financial estimates by securities analysts,
     *    general market conditions, and
     *    other factors.

In  addition, the stock market has experienced extreme price
and  volume fluctuations that have particularly affected the
market  price  for  many  high technology  companies.   Such
fluctuations  have  often been unrelated  to  the  operating
performance of these companies.  The market price of Cymer's
Common Stock has fluctuated substantially in recent periods,
rising  from  $4 3/4 at Cymer's initial public  offering  on
September 18, 1996, to $48 3/4 on August 22, 1997, and  then
declining  to  $5  7/8  on October 8,  1998,  (these  prices
reflect  Cymer's 2-for-1 stock split effective as of  August
21, 1997).  In the past, following periods of volatility  in
the  market  price  of  a  particular company's  securities,
securities  class action litigation has often  been  brought
against  that  company.   Such  litigation  can  result   in
substantial costs and a diversion of management's  attention
and resources.

Legal Matters
  
     Cymer has been named as a defendant in several putative
shareholder  class  action  lawsuits  which  were  filed  in
September  and October, 1998 in the U.S. District Court  for
the  Southern  District  of  California.  Certain  executive
officers   and  directors  of  Cymer  are  also   named   as
defendants.  The plaintiffs purport to represent a class  of
all persons who purchased Cymer's Common Stock between April
24,  1997 and September 26, 1997 (the "Class Period").   The
complaints allege claims under the federal securities  laws.
The  plaintiffs  allege that Cymer and the other  defendants
made   various  material  misrepresentations  and  omissions
during the Class Period.  The complaints do not specify  the
amount   of  damages  sought.   The  complaints  have   been
consolidated  into a single action.  No lead  plaintiff  has
yet  been appointed and a consolidated amended complaint has
not  yet been filed. Discovery has not yet commenced.  Cymer
believes that it has good defenses to the claims alleged  in
the lawsuits and will defend itself vigorously against these
actions.   The  defense  of these  actions  may  cause  some
disruption in Cymer's operations and may from time  to  time
distract management from day-to-day operations. The ultimate
outcome  of  these  actions cannot be presently  determined.
Accordingly, no provision for any liability or loss that may
result from adjudication or settlement thereof has been made
in the accompanying consolidated financial statements.

Anti-Takeover  Effect of Nevada Law and  Charter  and  Bylaw
Provisions; Availability of Preferred Stock for Issuance
     
     Nevada  law  and Cymer's Articles of Incorporation  and
Bylaws  contain  provisions that could  discourage  a  proxy
contest  or  make  more  difficult  the  acquisition  of   a
substantial block of Cymer's Common Stock.  In addition, the
Board   of   Directors  is  authorized  to  issue,   without
shareholder  approval, up to 5,000,000 shares  of  Preferred
Stock.   Such  shares of Preferred Stock  may  have  voting,
conversion  and  other rights and preferences  that  may  be
superior  to  those  of  the Common  Stock  and  that  could
adversely  affect the voting power or other  rights  of  the
holders  of Common Stock.  The Board of Directors could  use
the  issuance  of Preferred Stock or of rights  to  purchase
Preferred  Stock  to  discourage an unsolicited  acquisition
proposal.
     
     
   Item 3.  Quantitative and Qualitative Disclosures About
                         Market Risk

Foreign Currency Risk

       Cymer  conducts  business  in  several  international
currencies  through its worldwide operations.   Due  to  the
large  volume  of  business  Cymer  manages  in  Japan,  the
Japanese operation poses the greatest foreign currency risk.
Cymer   uses  financial  instruments,  principally   forward
exchange  contracts, in Japan to manage its foreign currency
exposures.   Cymer  does  not enter  into  forward  exchange
contracts for trading purposes.

      Cymer  enters into foreign currency exchange contracts
in  order  to  reduce  the impact of  currency  fluctuations
related  to purchases of Cymer's inventories by Cymer  Japan
for  resale  under firm third-party sales commitments.   Net
gains or losses are recorded on the date the inventories are
received  by  Cymer  Japan (the transaction  date)  and  are
included  in  cost  of  product sales  in  the  consolidated
statements  of  income as the related sale  is  consummated.
Amounts due from/to the bank on contracts not settled as  of
the  transaction  date  are  recorded  as  foreign  exchange
contracts  receivable/payable in  the  consolidated  balance
sheets.

      At  March  31,  1999,  Cymer had  outstanding  forward
foreign  exchange contracts to buy US$27.4 million  for  3.4
billion yen under foreign currency exchange facilities  with
contract rates ranging from 114.95 yet to 144.15 yen per US$
and various expiration dates through January, 2000.

Investment and Debt Risk

      Cymer  maintains  an  investment portfolio  consisting
primarily   of   government  and  corporate   fixed   income
securities,  certificates of deposit and  commercial  paper.
While  it  is Cymer's general intent to hold such securities
until maturity, management will occasionally sell particular
securities  for  cash  flow  purposes.   Therefore,  Cymer's
investments  are  classified as available-for-sale  and  are
carried  on  the balance sheet at fair value.   Due  to  the
conservative  nature of the investment portfolio,  a  sudden
change in interest rates would not have a material effect on
the value of the portfolio.

      In  August 1997, Cymer issued $172.5 million aggregate
principal  amount of Step-Up Convertible Subordinated  Notes
due  August  6,  2004,  with interest payable  semi-annually
February  6  and  August  6, commencing  February  6,  1998.
Interest  on  the  notes is stated at 3 1/2%  per  annum  from
August 6, 1997 through August 5, 2000 and at 7 1/4% per  annum
from  August  6,  2000  to maturity or  earlier  redemption,
representing  a  yield to maturity accrued at  approximately
5.47%.   The  Notes  are convertible at the  option  of  the
holder  into shares of Common Stock of Cymer at any time  on
or  after  November  5,  1997 and  prior  to  redemption  or
maturity, at a conversion rate of 21.2766 shares per  $1,000
principal  amount  of  Notes, subject  to  adjustment  under
certain conditions.  Cymer cannot redeem the Notes prior  to
August 9, 2000.  Thereafter, Cymer can redeem the Notes from
time  to  time, in whole or in part, at specified redemption
prices.   The  Notes are unsecured and subordinated  to  all
existing  and  future  senior indebtedness  of  Cymer.   The
indenture   governing  the  Notes  does  not  restrict   the
incurrence  of senior indebtedness or other indebtedness  by
Cymer.   These  Notes  are recorded at  face  value  on  the
balance  sheets.   The  fair value of such  debt,  based  on
quoted  market prices at March 31, 1999 was $147.0  million.
As  of  December 31, 1998 and March 31, 1999, $172.5 million
in Convertible Subordinated Notes was outstanding.

                 PART II.  OTHER INFORMATION
                              
ITEM 1.   Legal Proceedings

                Cymer  has  been  named as  a  defendant  in
          several putative shareholder class action lawsuits
          which were filed in September and October 1998  in
          the  U.S. District Court for the Southern District
          of  California.  Certain  executive  officers  and
          directors  of Cymer are also named as  defendants.
          The plaintiffs purport to represent a class of all
          persons who purchased Cymer's Common Stock between
          April  24, 1997 and September 26, 1997 (the "Class
          Period").  The complaints allege claims under  the
          federal  securities laws.  The  plaintiffs  allege
          that  Cymer and the other defendants made  various
          material  misrepresentations and omissions  during
          the  Class Period.  The complaints do not  specify
          the amount of damages sought.  The complaints have
          been  consolidated into a single action.  No  lead
          plaintiff   has   yet   been   appointed   and   a
          consolidated  amended complaint has not  yet  been
          filed.   Discovery  has not yet commenced.   Cymer
          believes  that it has good defenses to the  claims
          alleged  in  the lawsuits and will  defend  itself
          vigorously  against these actions.   The  ultimate
          outcome  of  these  actions  cannot  be  presently
          determined.   Accordingly, no  provision  for  any
          liability   or   loss   that   may   result   from
          adjudication or settlement thereof has  been  made
          in   the   accompanying   consolidated   financial
          statements.

ITEM 2.   Changes in Securities and Use of Proceeds

          None.

ITEM 3.   Defaults 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 On Form 8-K

          (a)  Exhibits

          27.1 Financial Data Schedule (submitted for SEC use only)
     
          (b)  Reports on Forms 8-K.

               None.
               

                         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.



                                   CYMER, INC.
                                   (Registrant)


Date:  May 11, 1999                By:  /s/ WILLIAM A. ANGUS, III
                                   William A. Angus, III
                                   Sr. Vice President and
                                   Chief Financial Officer
                                   (Duly Authorized Officer and
                                   Principal Financial Officer)