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                                                                EXHIBIT 10.8.2


                                   THIRD AMENDMENT TO LEASE

            THIS THIRD AMENDMENT TO LEASE  is dated for reference purposes
       only as October 26, 1995 and is part of that Lease dated May 17, 1994
       together with the Summary of Basic Lease terms, the First Addendum to
       Lease, the Acceptance Agreement, the First Amendment to Lease dated
       October 18, 1994, and the Second Amendment to Lease dated May 25, 1995
       thereto (collectively, the "Lease") by and between ORCHARD INVESTMENT
       COMPANY NUMBER 701, a California general partnership ("Landlord"), and 
       ULTRATECH STEPPER, INC., a Delaware corporation ("TENANT"), and is
       made with reference to the following facts:

       A.  The Premises currently leased by Tenant pursuant to the Lease 
       consists of 53,393 rentable square feet comprised of 14,532 rentable 
       square feet at 2855 Zanker Road, and 38,861 rentable square feet at 
       2815-2825 Zanker Road, city of San Jose, California.

       B.  The Lease Term for said Premises currently expires on December 31,
       1997.

       C.  Tenant and Landlord have agreed to expand the square footage of said
       Premises by 16,864 rentable square feet as shown on "Exhibit A"
       attached hereto and incorporated herein by reference as the "Second
       Expansion Space".

       D.  Tenant and Landlord have agreed that the Term of the Lease for the
       Second Expansion Space shall expire at a later date than specified
       pursuant to the original terms of the Lease.

       NOW, THEREFORE,  Landlord and Tenant hereby agree that the Summary of
       Basic Lease Terms is amended as follows as of the Commencement Date:

1.  PREMISES:      As of the November 16, 1995, or the date the Second 
Expansion Space is actually delivered to Tenant, if later, Section D shall be 
amended to provide for the Second Expansion Space of 16,864 rentable square 
feet at 2865 Zanker Road ("2865 Zanker"), plus Tenant's original spaces 
consisting of 14,532 rentable square feet at 2855 Zanker Road ("2855 
Zanker"), and 38,861 rentable square feet at 2815-2835 Zanker Road ("2815 
Zanker"), for a total of 70,257 rentable square feet.

2.  BUILDING: Section F shall be amended to read that the Building at 
2855-2865 Zanker Road containing the 2855 Zanker and 2865 Zanker portions of 
the Premises consists of a total of 31,396 rentable square feet, and the 
Building at 2815-2835 containing the 2815 Zanker portion of the Premises 
consists of a total of 28,860 rentable square feet.

3.  TENANTS SHARE:      [As of the date the Second Expansion space is actually
delivered to Tenant on November 16, 1995, if later. ] Section G shall be amended
to mean fifty-three and 71/100 percent (53.71%) for the 2865 Zanker portion of 
the Premises, and forty-six and 29/100 percent (46.29%) for 2855 Zanker portion
of the Premises, and sixty-six and 02/100 percent (66.02%) 

4.  TENANTS ALLOCATED PARKING STALLS:  [As of the date the Second Expansion 
space is actually delivered to Tenant on November 16, 1995, if later.]
Section H shall be amended to mean 184 stalls for the 2815 Zanker and 2855 
Zanker portion of the Premises, plus 58 stalls for the 2865 Zanker portion of 
the Premises.

5.  LEASE TERMS:   Section 1 shall be amended to provided that the Lease Term 
for the 2815 Zanker and 2855 Zanker portion of the Premises shall expire 
December 31, 1997 and the Lease Term for the 2865 Zanker portion of the 
Premises shall expire February 28, 1999.

6.  BASE MONTHLY RENT:  As of the November 16, 1995, or the date the Second 
Expansion Space is actually delivered to Tenant, if later.  Section K shall 
be amended to provide for the Base Monthly Rent as follows:

A.     For the 2815 Zanker and 2855 Zanker portion of the Premises:

                    From the Commencement

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            Date through December 31, 1997:         $34,705.45 per month

       
  B.   For the 2865 Zanker portion of the Premises:      

            From the Commencement
            Date through February 28, 1999:         $13,491.20 per month


7.  COMMENCEMENT DATE:  The Commencement Date shall be February 16, 1996, or
any later date that is three (3) months from the date the Second Expansion Space
is actually delivered to Tenant by Landlord.

8.  SECURITY DEPOSIT:   Section M is hereby amended to provided for an increase
in the Security Deposit of $13,491.00 which Tenant has provided Landlord upon
signature hereon, for a total of $48,196.44

9.  EARLY OCCUPANCY:

A.     As consideration for Tenant's performance of all obligations to be
       performed by Tenant under the Lease and upon receipt of the increased
       Security Deposit of $13,491.00 Landlord shall permit Tenant to enter and
       use the Second Expansion Space starting November 16, 1995 until the
       Commencement Date (the "Early Occupancy Period").  Such occupancy during
       the Early Occupancy Period shall be subject to all of the terms, 
       covenants and conditions of the Lease provided, however, that the rent 
       and operating expenses payable during the Early Occupancy Period shall
       be waived.

B.     In the event either party shall bring any action or legal proceeding for
       damages for alleged breach of any provision of this agreement, to recover
       rent, to terminate tenancy of the Second Expansion Space, or to enforce,
       protect to establish any term or covenant of this agreement or the Lease
       or right of remedy of either party, the prevailing party shall be 
       entitled to recover as a part of such action or proceeding, reasonable 
       attorney's fees and court costs as may be fixed by the court or jury.

C.     In consideration of executing this Early Occupancy Agreement, Tenant 
       agrees to indemnify and save Landlord harmless of and from any and all 
       liability, damage, expense, cause of action, suits or claims judgements
       resulting from injury to person or property arising from the use of the
       Second Expansion Space by Tenant during the Early Occupancy Period, 
       including loss or damage to Tenant, its equipment, materials or supplies.

D.     During the Early Occupancy Period, Tenant shall arrange to have all 
       utility services including but not limited to gas, electric, water and
       trash billed directly to Tenant for payment.

10.  WARRANTY OF EXISTING CONDITIONS:   Landlord shall provide the Second 
Expansion Space to Tenants on November 16, 1996 with all electrical, plumbing,
HVAC, and roof systems in good working conditions as of the delivery and 
acceptance dates as provided for in Paragraph 12 herein.

11.  INTERIOR IMPROVEMENTS:   Tenant acknowledges that it has had the 
opportunity to inspect the Second Expansion Space prior to the date of delivery
and acceptance as provided for in Paragraph 13 herein, and agrees that the 
Second Expansion Space is to be leased and accepted by Tenant in its existing
condition, "as-is", without implied or express warranty or representation, 
except as provided for herein, and with all patent and latent defects.  However,
Landlord shall be responsible for the cost of removal of any asbestos containing
floor tiles or related tile mastics within Second Expansion Space.

12.  DELIVERY AND ACCEPTANCE OF THE SECOND EXPANSION SPACE:  Except as provided
for herein, delivery and acceptance of the Premises as provided for in 
Paragraph 1 above shall be November 16, 1995.

13.  FULL FORCE AND EFFECT:   Except as expressly set forth in this Amendment,
all terms and conditions of the Lease remain in full force and effect.

       IN WITNESS WHEREOF, Landlord and Tenant have executed this Third 
Amendment to be effective as of the date first set forth above.

LANDLORD:                               TENANT:

ORCHARD INVESTMENT COMPANY              ULTRATECH STEPPER, INC.
NUMBER 701
                                        a Delaware Corporation
a California general partnership


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By:  NELO, a California general partnership      By:__________________________

By: New England Mutual Life Insurance 
Company

a Massachusetts corporation                      _____________________________
                                                  (print Name and Title)
a general partner




By: Copley Real Estate Advisors, Inc.

Asset manager and advisor hereunto duly 
authorized



By:__________________________


Date:________________________        Date:______________________________