<PAGE>

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

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

                                      FORM 10-Q
    
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 1997

                                          OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934

For the transition period from _____________________ to _____________________

Commission file number 0-21970

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

                               MATTSON TECHNOLOGY, INC.
                (Exact name of registrant as specified in its charter)
    
DELAWARE                                                 77-0208119
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)


3550 WEST WARREN AVENUE
FREMONT, CALIFORNIA                                          94538
(Address of principal executive offices)                   (Zip Code)

                                   (510)  657-5900
                 (Registrant's telephone number, including area code)
    
                                   ---------------

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
                            -----         -----

Number of shares of common stock outstanding as of  October 24, 1997: 14,141,776


                                          1

<PAGE>

                           PART I -- FINANCIAL INFORMATION
    
    
1.  FINANCIAL STATEMENTS
    
                               MATTSON TECHNOLOGY, INC.
                         CONDENSED CONSOLIDATED BALANCE SHEET
                                    (in thousands)
                                     (unaudited)
    
                                        ASSETS

                                                    SEPT. 28,      DEC. 31,
                                                      1997          1996
                                                      ----          ----

Current assets:                                                      
  Cash and cash equivalents                       $  24,692      $  21,547
  Short-term investments                              8,637         16,620
  Accounts receivable, net                           15,501         15,954
  Inventories                                        18,169         12,954
  Deferred taxes                                      4,197          4,197
  Prepaid expenses and other current assets           1,423            882
                                                 ----------     ----------
    Total current assets                             72,619         72,154
Property and equipment, net                           9,339          9,373
Other assets                                              -          2,962
                                                 ----------     ----------
                                                  $  81,958      $  84,489
                                                 ----------     ----------
                                                 ----------     ----------

                         LIABILITIES AND SHAREHOLDERS' EQUITY


Current liabilities:
  Accounts payable                                 $  3,179       $  1,240
  Accrued liabilities                                11,435         14,134
                                                 ----------     ----------
    Total current liabilities                        14,614         15,374
                                                 ----------     ----------
Shareholders' equity:
  Common stock                                       56,366         57,580
  Retained earnings                                  11,122         11,625
  Other                                                (144)           (90)
                                                 ----------     ----------
    Total shareholders' equity                       67,344         69,115
                                                 ----------     ----------
                                                  $  81,958      $  84,489
                                                 ----------     ----------
                                                 ----------     ----------

        See accompanying notes to condensed consolidated financial statements.


                                          2
<PAGE>

                               MATTSON TECHNOLOGY, INC.
                    CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                       (in thousands, except per share amounts)
                                     (unaudited)
  

                                        THREE MONTHS ENDED   NINE MONTHS ENDED
                                        ------------------   -----------------
                                        SEPT. 28, SEPT. 29, SEPT. 28, SEPT. 29,
                                          1997      1996      1997      1996
                                          ----      ----      ----      ----

Net sales                              $ 22,633  $ 14,005  $ 52,227  $ 59,251
Cost of sales                            10,784     7,186    25,507    26,317
                                       --------  --------  --------  --------
 Gross profit                            11,849     6,819    26,720    32,934
                                       --------  --------  --------  --------
Operating expenses:
 Research, development and                3,899     2,774    10,076     8,365
  engineering
 Selling, general and
  administrative                          6,884     5,126    17,193    15,835
                                       --------  --------  --------  --------
   Total operating expenses              10,783     7,900    27,269    24,200
                                       --------  --------  --------  --------
Income (loss) from operations             1,066    1,081       (549)    8,734
Interest and other income                      
 (expense), net                             351       448     1,198     1,547
                                       --------  --------  --------  --------
Income (loss) before income               1,417      (633)      649    10,281
 taxes
Provision for (benefit from)                   
 income taxes                               468      (528)      213     3,393
                                       --------  --------  --------  --------
Net income (loss)                      $    949  $   (105) $    436  $  6,888
                                       --------  --------  --------  --------
                                       --------  --------  --------  --------

Net income (loss) per share            $   0.06  $  (0.01) $   0.03  $   0.45
                                       --------  --------  --------  --------
                                       --------  --------  --------  --------

Shares used in computing net             15,629    14,092    15,286    15,253
 income (loss) per share
                                       --------  --------  --------  --------
                                       --------  --------  --------  --------


        See accompanying notes to condensed consolidated financial statements.


                                          3
<PAGE>

                               MATTSON TECHNOLOGY, INC.
                    CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (in thousands)
                                     (unaudited)
 
 
                                                     NINE MONTHS ENDED
                                                     -----------------
                                                   SEPT. 28,     SEPT. 29,
                                                     1997          1996
                                                     ----          ----

Cash flows from operating activities:
  Net income                                     $      436     $    6,888
  Adjustments to reconcile net income  to
   net cash used in operating activities:
  Depreciation and amortization                       2,104          1,312
  Deferred compensation related to stock                  -             57
   options 
Changes in assets and liabilities:
    Accounts receivable                                (452)        (1,564)
    Inventories                                      (5,215)        (4,692)
    Prepaid expenses and other assets                  (540)        (3,243)
    Accounts payable                                  1,939           (926)
    Accrued liabilities                               1,167          2,726
                                                 ----------     ----------
  Net cash provided by (used in) operating                 
   activities                                          (561)           558
                                                 ----------     ----------
Cash flows from investing activities:
  Acquisition of property and equipment              (2,070)        (5,362)
  Purchases of short-term investments               (14,036)       (28,692)
  Sales and maturities of short-term 
   investments                                       22,024         48,430
                                                 ----------     ----------
    Net cash provided by investing 
     activities                                       5,918         14,376
                                                 ----------     ----------
Cash flows from financing activities:
  Proceeds from the issuance of Common 
   Stock, net                                           978            911
  Purchase of Common Stock                           (3,131)             -
                                                 ----------     ----------
    Net cash provided by (used in) 
     financing activities                            (2,153)           911
                                                 ----------     ----------
Effect of exchange rate changes on cash and 
 cash equivalents                                       (59)           (27)
                                                 ----------     ----------
Net increase in cash and cash equivalents             3,145         15,818
Cash and cash equivalents, beginning of 
 period                                              21,547         14,310
                                                 ----------     ----------
Cash and cash equivalents, end of period         $   24,692     $   30,128
                                                 ----------     ----------
                                                 ----------     ----------

Supplemental disclosure of non-cash operating activities:
Inventory totaling $1,584 was capitalized and transferred to property and
equipment during the first nine months of 1996.

        See accompanying notes to condensed consolidated financial statements.


                                          4
<PAGE>

                               MATTSON TECHNOLOGY, INC.

                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (UNAUDITED)
  
NOTE 1  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements. 
In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation  have been included.

The financial statements should be read in conjunction with the audited
financial statements included in the Company's Annual Report for the year ended
December 31, 1996.

The results of operations for the three month and nine month periods ended
September 28, 1997 are not necessarily indicative of results that may be
expected for the entire year ending December 31, 1997.

NOTE 2  BALANCE SHEET DETAIL (IN THOUSANDS):

                                                     SEPT. 28,     DEC. 31,
                                                      1997          1996
Inventories:                                          ----          ----

  Purchased parts and raw materials              $    8,898     $    6,763
  Work-in-process                                     6,061          4,634
  Finished goods                                      1,750            734
  Evaluation systems                                  1,460            823
                                                 ----------     ----------
                                                 $   18,169     $   12,954
                                                 ----------     ----------
                                                 ----------     ----------
Accrued liabilities:
  Warranty reserve                               $    4,109     $    3,378
  Accrued compensation and benefits                   2,116          1,252
  Income taxes                                        1,877          2,082
  Commissions                                         1,600          1,082
  Deferred income                                       890          4,966
  Other                                                 843          1,374
                                                 ----------     ----------
                                                 $   11,435     $   14,134
                                                 ----------     ----------
                                                 ----------     ----------


NOTE 3  CERTAIN STOCK TRANSACTIONS

In 1996, the Board of Directors authorized the Company to purchase up to 500,000
shares of the Company's common stock of which 425,500 shares have been purchased
to date.  The Company purchased 335,000 of the 425,500 shares of Common Stock in
the first nine months of 1997, for approximately $3.1 million.  The purchase
price has been allocated between Common Stock and Retained Earnings in the
amount of approximately $2.2 million and $0.9 million, respectively.   

In September 1997, the Company was reincorporated in the State of Delaware. As 
part of the reincorporation, each outstanding share of the old California 
Corporation no par common stock was converted automatically to one share of 
the new Delaware Corporation $.001 par value common stock.

NOTE 4  NEW ACCOUNTING PRONOUNCEMENT

In February, 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 (SFAS 128), "Earnings per Share", which
establishes new standards for computing and disclosing earnings per share.  SFAS
128 is effective for financial statements for both interim and annual periods
ending after December 15, 1997.  Early adoption is not permitted; however, after
the effective date, all prior period earnings per share data presented will be
required to be restated to conform to the provisions of the new standard.


                                          5
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

OVERVIEW

Mattson Technology, Inc. ("Mattson" or  the "Company") designs, manufactures and
markets advanced fabrication equipment to semiconductor manufacturers worldwide.
The Company's product line is based on the Company's modular "Aspen" platform,
which accommodates two process chambers supporting increased throughput.  The
Company currently offers Aspen Strip, CVD, RTP and LiteEtch products.  To date,
the Company has derived a substantial majority of its sales from Aspen Strip
systems.  In addition, the Company derives sales from spare parts and
maintenance services.

Until the quarter ended September 29, 1996, the Company experienced rapid 
growth.  As a result of the general slowdown in the semiconductor market, the 
Company has experienced losses in three of the four prior quarters and did 
not return to marginal profitability until the quarter ended June 29, 1997.  
The Company's new orders and net sales are improving, and the semiconductor 
industry appears to be recovering from the slowdown experienced in 1996.  
However, there can be no assurance that the Company will be able to sustain 
or increase sales growth or  profitability in the future.  Future results 
will depend on a variety of factors, particularly overall market conditions 
and also timing of significant orders, the ability of the Company to bring 
new systems to market, the timing of new product releases by the Company's 
competitors, patterns of capital spending by the Company's customers, market 
acceptance of new and/or enhanced versions of Company systems, changes in 
pricing by the Company, its competitors, customers, or suppliers and the mix 
of products sold. The Company is increasing its expense levels to support 
long term growth in its business. As a result, the Company is dependent upon 
increases in sales in order to sustain profitability.  If the Company's sales 
do not increase, the current levels of operating expenses could materially 
and adversely affect the financial results of the Company.

As a result of the previous well-publicized slowdown in the semiconductor
market, particularly for DRAMs, many semiconductor manufacturers delayed or
canceled previously planned new equipment purchases.  The cyclicality and
uncertainties regarding overall market conditions continue to present
significant challenges to the Company and may continue to have a significant
adverse impact on the Company's ability to forecast near term revenue
expectations.  The ability of the Company to modify its operations in response
to short term changes in market conditions is limited.  The extent and duration
of any slowdown and the short term and ultimate impact on the Company and its
results of operations and financial condition cannot be precisely predicted.

The Company generally recognizes a sale upon shipment of a system.  However,
from time to time, the Company allows customers to evaluate systems.  The
Company does not recognize the associated sale until and unless an evaluation
system is accepted by the customer.  

FORWARD LOOKING STATEMENTS

This report on Form 10-Q contains forward looking statements regarding, among
other matters, the Company's future strategy, product development plans, and
productivity gains and growth.  The forward looking statements are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995.  Forward looking statements address matters that are subject to a number
of risks and uncertainties.  In addition to the general risks associated with
the development of complex technology, future results of the Company will depend
on a variety of factors as described herein and in other filings with the
Securities and Exchange Commission.


                                          6
<PAGE>

RESULTS OF OPERATIONS

The following table sets forth the statement of operations data of the Company
expressed as a percentage of net sales for the period indicated:

<TABLE>
<CAPTION>
                                         THREE MONTHS ENDED         NINE MONTHS ENDED
                                         ------------------         -----------------
                                       SEPT. 28,   SEPT. 29,      SEPT. 28,   SEPT. 29,
                                         1997        1996           1997        1996
                                         ----        ----           ----        ----
<S>                                    <C>         <C>            <C>         <C>
Net sales                                100%        100%           100%        100%
Cost of sales                             48%         51%            49%         44%
                                         ---         ---            ---         ---
  Gross margin                            52%         49%            51%         56%
                                         ---         ---            ---         ---
Operating expenses:
  Research, development                   17%         20%            19%         14%
  Selling, general and engineering        30%         37%            33%         27%
    Total operating                       48%         57%            52%         41%
Income (loss) from                         5%         (8%)           (1%)        15%
Income (loss) before income                6%         (5%)            1%         17%
Net income (loss)                          4%         (1%)            1%         12%
</TABLE>

NET SALES

Net sales for the third quarter of 1997 increased 62% to $22.6 million from
$14.0 million for the third quarter of 1996. Net sales for the first nine months
of 1997 decreased 12% to $52.2 million from $59.3 million for the first nine
months of 1996. The quarterly increase in sales reflected a 64% increase in unit
sales for the third quarter of 1997 compared to the third quarter of 1996. Net
sales for the first nine months of 1997 compared to first nine months of 1996
reflected a 10% decrease in unit sales.  This decrease was due to the Company's
lower sales in the first and second quarters which was principally a result of
the general industry slowdown. 

Average selling prices (ASP's) increased 3% for the third quarter of 1997
compared to the third quarter of 1996.  The increase was primarily a result of
the proportionate increase in sales between Aspen Strip dual chamber systems
compared to Aspen Strip single chamber systems.  ASP's decreased 1% for the
first nine months of 1997 compared to the first nine months of 1996.  The
decrease was primarily a result of the decrease in sales in Aspen CVD dual
chamber systems.

International sales, which are predominantly to customers based in Japan and the
Pacific Rim (which includes Taiwan, Singapore and Korea), accounted for 78% and
61% of net sales for the third quarter of 1997 and 1996, respectively. 
International sales for the first nine months of 1997 and 1996 were 66% and 81%,
respectively.  All sales are denominated in U.S. dollars.  The Company's
operating results could be materially and adversely affected by any loss of
business from, the cancellation of orders by, or decreases in prices of systems
sold through Marubeni, the Company's distributor in Japan.  The Company
anticipates that international sales will continue to account for a significant
portion of 1997 total net sales due primarily to orders from customers in Japan
and the Pacific Rim.


                                          7
<PAGE>

GROSS MARGIN

The Company's gross margin for the third quarter of 1997 increased to 52% from
49% for the third quarter of 1996 and for the first nine months of 1997
decreased to 51% from 56% for the first nine months of 1996. The increase in
margins for the third quarter of 1997 compared to the third quarter of 1996 was
principally due to allocation of relatively fixed overhead costs  over the
higher sales volume.  For the first nine months of 1997 compared to the first
nine months of 1996 the decrease was principally due to the allocation of
relatively fixed overhead costs over the lower sales volume and pricing
pressures.

The Company's gross margin may continue to be affected by a variety of factors. 
In particular, lower economies of scale have adversely affected gross margin
over the prior nine months and may affect gross margin in the future. Although
the Company has not offered substantial discounts on its systems to date, there
can be no assurance that the Company will not continue to experience pricing
pressures in the future.  The Company's gross margin on international sales,
other than sales through Marubeni, is substantially the same as domestic sales. 
Sales to Marubeni typically carry a lower gross margin, as Marubeni is primarily
responsible for sales and support costs in Japan.  In addition, the Company has
incurred additional research, development and engineering and marketing expenses
primarily through the Company's Japanese subsidiary, Mattson Technology Center
K.K. ("MTC").

The Company's reliance on outside vendors generally, and a sole or a limited
group of suppliers in particular, involves several risks, including a potential
inability to obtain an adequate supply of required components and reduced
control over pricing and timely delivery of components.  Any inability to obtain
adequate deliveries or any other circumstance that would require the Company to
seek alternative sources of supply or to manufacture such components internally
could delay the Company's ability to ship its systems and could have a material
adverse effect on the Company, including an increase in the Company's cost of
sales and therefore an adverse impact on gross margin.  In addition, new system
introductions and enhancements and rapid growth may also have an adverse effect
on gross margin due to the inefficiencies associated with manufacturing of new
product lines and rapid expansion, respectively.

RESEARCH, DEVELOPMENT AND ENGINEERING

Research, development and engineering expenses for the third quarter of 1997 
were $3.9 million, or 17% of net sales, as compared to $2.8 million, or 20%, 
for the third quarter of 1996.  Research, development and engineering 
expenses for the first nine months of 1997 were $10.1 million, or 19% of net 
sales, as compared to $8.4 million, or 14% of net sales, for the first nine 
months of 1996.  The increase in expenses for the third quarter of 1997 was 
primarily due to salaries and related expenses and engineering materials 
which increased to $1.6 million and $0.9 million for the third quarter of 
1997 from $1.2 million and $0.5 million for the third quarter of 1996, 
respectively. The increase in expenses for the first nine months of 1997 as 
compared to the first nine months of 1996 was primarily due to salaries 
expense which increased to $4.7 million for the first nine months of 1997 
from $4.0 million for the first nine months of 1996. The decrease in expense 
as a percentage of net sales for the third quarter of 1997 was primarily due 
to higher sales volume.  The Company believes that continued investment in 
research and development including its multi-product Strategy and its 
300mm-development program, is critical to maintaining a strong technological 
position in the industry and therefore expects research and development 
expenses to continue to increase in the foreseeable future.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expenses for the third quarter of 1997 were
$6.9 million, or 30% of net sales, as compared to $5.1 million, or 37%, for the
third quarter of 1996.  Selling, general and administrative expenses for the
first nine months of 1997 were $17.2 million, or 33% of net sales, as compared
to $15.8 million, or 27%, for the first nine months of 1996.  The increase in
expenses for the third quarter of 1997 was primarily due to commission expense
which increased to $1.2 million for the third quarter of 1997 from $0.3 million
for the third quarter of 1996 and salaries expense which increased to $3.0
million for the third quarter of 1997 from $2.5 million for the third quarter of
1996. The increase in expenses for the first nine months of 1997 as compared to
the first nine months of 1996 was primarily due to salaries expense which
increased to $8.6 million for the first nine months of 1997 from $7.1 million in
the first nine months of 1996, principally as a result of additional personnel. 


                                          8
<PAGE>

PROVISION FOR INCOME TAXES
The Company's expected annual tax rate was 33% in the third quarter and first
nine months of 1997.  In the third quarter of 1996, the Company revised its
expected annual tax rate from 36% to 33% principally as a result of Congress's
reinstatement of the Research and Development credit, effective July 1, 1996. 
In addition, the expected annual tax rates also reflect benefits from the
Company's Foreign Sales Corporation.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operations during the first nine months of 1997 was $0.6
million, compared to $0.6 million of net cash provided by operations during the
first nine months of 1996.  Net cash used by operations during the first nine
months of 1997 was primarily attributable to an increase in inventories of $5.2
million that was partially offset by an increase in accounts payable and accrued
liabilities of  $3.1 million.

Net cash provided by investing activities during the first nine months of 1997
was $5.9 million, compared to $14.4 million net cash provided by investing
activities during the first nine months of 1996. Investing activities during the
first nine months of 1997 consisted primarily of purchases and maturities of
short-term investments and acquisition of fixed assets.

Net cash used in financing activities during the first nine months of 1997 was
$2.2 million, compared to $0.9 million net cash provided by financing activities
in the first nine months of 1996.  Cash used in financing activities during the
first nine months of 1997 was primarily due to the Company's purchase of 335,000
shares of Common Stock of the Company in the first nine months of 1997.  The
Board of Directors has authorized the Company to purchase up to 500,000 shares
of the Company's Common Stock, of which 425,500 shares have been purchased to
date.

In September 1996, the Company entered into a four-year lease agreement with a
major customer for the customer's lease of certain products.  The total sales
value of products covered under the lease was approximately $3.9 million.  The
Company deferred income recognition on the lease.  In the first quarter of 1997,
the customer exercised its right to prepay the lease and purchase the equipment
and the $3.9 million was recognized as a sale in the first quarter of 1997.

The Company believes that existing cash and short-term investment balances will
be sufficient to meet the Company's cash requirements during the next twelve
months.  However, depending upon its rate of growth and profitability, the
Company may require additional equity or debt financing to meet its working
capital requirements or capital equipment needs.  There can be no assurance that
additional financing will be available when required or, if available, will be
on terms satisfactory to the Company. 
    
  
                                          9
<PAGE>
  

                             PART II -- OTHER INFORMATION
    
    
ITEM 5.  OTHER INFORMATION.

         On September 23, 1997 the Company completed a reincorporation under
         the laws of the State of Delaware.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

    (a)     Exhibits

            Exhibit 27 (Electronic filing only)
         
    (b)     Reports on Form 8-K
    
            None.
    



                                          10
<PAGE>


                                      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.



                                            MATTSON TECHNOLOGY, INC.




Date: November 12, 1997                      /s/ Richard S. Mora   
                                  ---------------------------------------------
                                                 Richard S. Mora
                                            Vice President of Finance
                                            and Chief Financial Officer
                                           (as principal financial officer 
                                            and on behalf of Registrant)







                                          11