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

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FORM 10-Q/A

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

For the quarterly period ended March 27, 2005

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 000-24838

Mattson Technology, Inc.(Exact name of Registrant as Specified in its Charter)



|Delaware                                                       | 77-0208119                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number)

47131 Bayside Parkway
Fremont, California      94538

(510) 657-5900

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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 reports), and (2) has been subject to such filing
requirements for the past 90 days.  YES     ̈ NO    x

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
YES    x NO     ̈

Number of shares of common stock outstanding as of May 2, 2005: 51,732,214.




Explanatory Note

Overview. This amendment to the Quarterly Report on Form 10-Q for the quarter ended
March 27, 2005 is being filed for the purpose of amending Items 1, 2 and 4 of Part I, and Item 6 of Part II of
the Quarterly Report on Form 10-Q for the quarter ended March 27, 2005 of Mattson Technology, Inc. (Mattson), which was
originally filed on May 6, 2005. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the complete text of
each amended item is set forth below. All other items of this Quarterly Report on Form 10-Q/A are unaffected by the changes
described above and have been omitted from this amendment.

Information in this Quarterly Report on Form 10-Q/ A is generally stated as of March 27, 2005 and generally does not reflect
any subsequent information or events other than the restatements described below, except that "Controls and Procedures" in
Item 4 of Part I has been revised to reflect events and developments subsequent to March 27, 2005. Information regarding
subsequent periods with respect to Mattson is contained in the Annual Report on Form 10-K for the year ended
December 31, 2005, which was filed with the Securities and Exchange Commission (SEC) on May 3, 2006, and other filings with
the SEC. This filing should be read and considered in conjunction with such filings.

Restatement. In March and April of 2006, management concluded that its financial statements contained certain errors
impacting fiscal 2002, 2003 and 2004 and the quarters therein, and the first three quarters of fiscal 2005. While certain of the identified
items were not individually material in any quarter, the items taken in the aggregate were material and therefore the Company
concluded that a restatement was necessary. This Form 10-Q/A is being filed to reflect the effect of these errors on the amounts
previously reported in Mattson's quarterly reports on Form 10-Q for the three months ended March 27, 2005 and March 28, 2004. The
effect of the errors on periods prior to January 1, 2004 are included as an adjustment to accumulated deficit as of January 1, 2004.

As a result of management's internal review, Mattson has identified material weaknesses in internal control over financial reporting,
including controls over the accounting for certain revenue transactions. Mattson has been and continues to be actively engaged in the
implementation of remediation efforts to address these material weaknesses in internal controls over financial reporting. See Item 4,
"Controls and Procedures - Disclosure Controls and Procedures."

MATTSON TECHNOLOGY, INC.

                                           TABLE OF CONTENTS



|PART I.   FINANCIAL INFORMATION                                                                                       | Page
|--------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                      |     
|Item 1.   Financial Statements (unaudited):                                                                           |     
|                                                                                                                      |     
|Condensed Consolidated Balance Sheets — at March 27, 2005 and December 31, 2004                                       | 3   
|                                                                                                                      |     
|Condensed Consolidated Statements of Operations — for the Three Months Ended March 27, 2005 and March 28, 2004        | 4   
|                                                                                                                      |     
|Condensed Consolidated Statements of Cash Flows — for the Three Months Ended March 27, 2005 and March 28, 2004        | 5   
|                                                                                                                      |     
|Notes to Condensed Consolidated Financial Statements                                                                  | 6   
|                                                                                                                      |     
|Item 2.   Management's Discussion and Analysis of Financial
                      Condition and Results of Operations | 19  
|                                                                                                                      |     
|Item 4.   Controls and Procedures                                                                                     | 37  
|                                                                                                                      |     
|PART II.  OTHER INFORMATION                                                                                           |     
|                                                                                                                      |     
|Item 6.   Exhibits                                                                                                    | 38  
|                                                                                                                      |     
|Signatures                                                                                                            | 38  

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Part I -- FINANCIAL INFORMATION

Item 1. Financial Statements





|MATTSON TECHNOLOGY, INC. AND SUBSIDIARIES                                                                                                                                                                            
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|CONDENSED CONSOLIDATED BALANCE SHEETS                                                                                                                                                                                
|(in thousands except per share amounts)                                                                                                                                                                              
|(unaudited)                                                                                                                                                                                                          
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|ASSETS                                                                                                                                                                                                               
|Current assets:                                                                                                                                                                                                      
|Cash and cash equivalents                                                                                                                                                                                            
|Short-term investments                                                                                                                                                                                               
|Restricted cash                                                                                                                                                                                                      
|Accounts receivable, net                                                                                                                                                                                             
|Advance billings                                                                                                                                                                                                     
|Inventories                                                                                                                                                                                                          
|Inventories - delivered systems                                                                                                                                                                                      
|Prepaid expenses and other assets                                                                                                                                                                                    
|Total current assets                                                                                                                                                                                                 
|Property and equipment, net                                                                                                                                                                                          
|Goodwill                                                                                                                                                                                                             
|Intangibles, net                                                                                                                                                                                                     
|Other assets                                                                                                                                                                                                         
|Total assets                                                                                                                                                                                                         
|                                                                                                                                                                                                                     
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                                                 
|Current liabilities:                                                                                                                                                                                                 
|Accounts payable                                                                                                                                                                                                     
|Accrued liabilities                                                                                                                                                                                                  
|Deferred revenue                                                                                                                                                                                                     
|Total current liabilities                                                                                                                                                                                            
|                                                                                                                                                                                                                     
|Long-term liabilities:                                                                                                                                                                                               
|Deferred income tax liabilities                                                                                                                                                                                      
|Total long-term liabilities                                                                                                                                                                                          
|                                                                                                                                                                                                                     
|Total liabilities                                                                                                                                                                                                    
|                                                                                                                                                                                                                     
|Commitments and contingencies (Note 15)                                                                                                                                                                              
|                                                                                                                                                                                                                     
|Stockholders' equity:                                                                                                                                                                                                
|Preferred stock, 2,000 shares authorized; none issued and outstanding                                                                                                                                                
|Common stock, par value $0.001, 120,000 authorized shares; 
                 52,097 shares issued and 51,722 shares outstanding in 2005; 
                 51,892 shares issued and 51,517 shares outstanding in 2004
|Additional paid-in capital                                                                                                                                                                                           
|Accumulated other comprehensive income                                                                                                                                                                               
|Treasury stock, 375 shares in 2005 and 2004, at cost                                                                                                                                                                 
|Accumulated deficit                                                                                                                                                                                                  
|Total stockholders' equity                                                                                                                                                                                           
|Total liabilities and stockholders' equity                                                                                                                                                                           

The accompanying notes are an integral part of these condensed consolidated financial statements.

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|MATTSON TECHNOLOGY, INC. AND SUBSIDIARIES            
|-----------------------------------------------------
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS      
|(in thousands, except per share amounts)             
|(unaudited)                                          
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|Net sales                                            
|Cost of sales                                        
|Gross profit                                         
|Operating expenses:                                  
|Research, development and engineering                
|Selling, general and administrative                  
|Amortization of intangibles                          
|Total operating expenses                             
|Income (loss) from operations                        
|Interest expense                                     
|Interest income                                      
|Other expense, net                                   
|Income (loss) before income taxes                    
|Provision (benefit)  for income taxes                
|Net income (loss)                                    
|                                                     
|Net income (loss) per share:                         
|Basic                                                
|Diluted                                              
|Shares used in computing net income (loss) per share:
|Basic                                                
|Diluted                                              

The accompanying notes are an integral part of these condensed consolidated financial statements.

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|MATTSON TECHNOLOGY, INC. AND SUBSIDIARIES                                             
|--------------------------------------------------------------------------------------
|                                                                                      
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                                       
|                                                                                      
|(in thousands)                                                                        
|(unaudited)                                                                           
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|                                                                                      
|Cash flows from operating activities:                                                 
|Net income (loss)                                                                     
|Adjustments  to reconcile  net income (loss) to net cash used in operating activities:
|Depreciation                                                                          
|Deferred taxes                                                                        
|Allowance for doubtful accounts                                                       
|Inventory valuation charge                                                            
|Amortization of intangibles                                                           
|Loss on disposal of fixed assets                                                      
|Stock-based compensation expense recognized for non-employee option grants            
|Changes in assets and liabilities:                                                    
|Accounts receivable                                                                   
|Advance billings                                                                      
|Inventories                                                                           
|Inventories - delivered systems                                                       
|Prepaid expenses and other current assets                                             
|Other assets                                                                          
|Accounts payable                                                                      
|Accrued liabilities                                                                   
|Deferred revenue                                                                      
|Net cash used in operating activities                                                 
|                                                                                      
|Cash flows from investing activities:                                                 
|Purchases of property and equipment                                                   
|Proceeds from the sale of equipment                                                   
|Purchases of available-for-sale investments                                           
|Proceeds from sales and maturities of  available-for-sale investments                 
|Net cash used in investing activities                                                 
|                                                                                      
|Cash flows from financing activities:                                                 
|Restricted cash                                                                       
|Proceeds  from the issuance of Common Stock, net of offering costs                    
|Proceeds from stock plans                                                             
|Net cash provided by financing activities                                             
|Effect of exchange rate changes on cash and cash equivalents                          
|Net increase (decrease) in cash and cash equivalents                                  
|Cash and cash equivalents, beginning of period                                        
|Cash and cash equivalents, end of period                                              

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MATTSON TECHNOLOGY, INC. AND SUBSIDIARIES
                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  March 27, 2005
                     (Unaudited)


Note 1.  Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S.
generally accepted accounting principles for interim financial information and with the instructions to Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted
accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) considered necessary for a fair statement of financial position and operations have been included. The
accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated
financial statements of Mattson Technology, Inc. (the Company or Mattson) for the year ended December 31, 2005, which are included
in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on May 3, 2006. The
Company's Form 10-K, Forms 10-Q and Forms 8-K are available online at the SEC website. The address of that site is
http://www.sec.gov. The Company also posts the Form 10-K, Forms 10-Q and Forms 8-K on the Company's corporate website at
http://www.mattson.com.

The Company's current year will end December 31, 2005 and includes 52 weeks. The Company closes its fiscal
quarters on the last Sunday of March, June, and September and on December 31. The latest fiscal quarter ended March 27, 2005. The
results of operations for the quarter ended March 27, 2005 are not necessarily indicative of results that may be expected for future
quarters or for the entire year ending December 31, 2005.
The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation.

Note 2.  Restatement
In March and April of 2006, management concluded that its financial statements contained certain errors impacting fiscal
2002, 2003 and 2004 and the quarters therein, and the first three quarters of fiscal 2005. While certain of the identified items were not
individually material in any quarter, the items taken in the aggregate were material and therefore the Company concluded that a
restatement was necessary. This Form 10-Q/A is being filed to reflect the effect of these errors on the amounts previously reported in
Mattson's quarterly reports on Form 10-Q for the three months ended March 27, 2005 and March 28, 2004. The effect of these errors
on periods prior to January 1, 2004 are included as an adjustment to accumulated deficit as of January 1, 2004.
Additional information regarding the restatement of the Company's previously reported financial results is contained in the
Annual Report on Form 10-K for the year ended December 31, 2005, which was filed with the Securities and Exchange
Commission (SEC) on May 3, 2006, and other filings with the SEC. This filing should be read and considered in conjunction with such
filings.

The following table shows the effect of the restatement on the Company's previously reported results of operations for the first
quarterly periods of 2005 and 2004:

Three Months EndedMarch 27, 2005

March 28, 2004As Reported

As Restated

As Reported

As Restated(in thousands, except per share information)Net sales

$     55,065

$     52,779

$     53,125

$     51,672Cost of sales

32,789

32,791

30,717

30,938Gross margin

22,276

19,988

22,408

20,734Research, development & engineering

6,313

6,404

4,896

4,913Selling, general and administrative

14,175

14,140

12,947

12,971Income (loss) before income taxes

876

(1,468)

3,583

1,868Net income (loss)

988

(1,356)

3,314

1,737Net income (loss) per share-basic

$         0.02

$       (0.03)

$         0.07

$         0.04Net income (loss) per share-diluted

$         0.02

$       (0.03)

$         0.07

$         0.04The following table shows the effect of the restatement on the Company's previously reported financial position for the first
quarterly periods of 2005 and 2004:

March 27, 2005

March 28, 2004As Reported

As Restated

As Reported

As Restated(in thousands)Inventories

44,243

44,161

35,841

35,871Prepaid expenses and other assets

12,159

15,047

12,182

14,772Property and equipment, net

25,601

25,470

17,058

17,058Accrued liabilities

41,038

41,678

59,939

60,400Deferred revenue

27,961

20,390

43,555

29,461Deferred income taxes

4,711

4,711

875

1,223Accumulated deficit

(431,408)

(421,802)

(465,607)

(449,702)The restatement did not impact the Company's net cash flows from operating, investing or financing activities. However,
certain items within cash flow used in operations were affected. The following table shows the effect of the restatement on the
Company's previously reported cash flows for the first quarterly periods of 2005 and 2004:

Three Months EndedMarch 27, 2005

March 28, 2004As Reported

As Restated

As Reported

As Restated(in thousands)Net income (loss)

$          988

$     (1,356)

$       3,314

$       1,737Adjustments to reconcile net income (loss)to net cash used in operations:Deferred taxes

2,307

2,307

(175)

(39)Inventory valuation charge

1,287

1,287

348

161Changes in assets and liabilities:Inventories

(2,573)

(2,655)

(8,785)

(8,377)Prepaid expenses and other assets

(680)

(1,789)

743

(884)Accrued liabilities

(7,100)

(7,204)

(2,639)

(2,598)Deferred revenue

(2,352)

1,287

4,878

7,684Discussion of Restatement Items
Timing of Revenue Recognition for DNS - As further discussed in Note 12, in March 2002, the Company settled
outstanding patent litigation with Dainippon Screen Company (DNS). The settlement agreement and license agreement require DNS to
make payments to the Company totaling between $75 million (minimum) and $105 million (maximum), relating to past
damages, partial reimbursement of attorney fees and costs, and future royalties.
In 2002, the Company originally allocated $60 million of the settlement to royalty revenue applicable to future use of the
technology to be recognized in the statement of operations on a straight-line basis through March 2007, and recorded $15 million as
other income in 2002. The Company previously reclassified the $15 million to net sales in its 2004 Annual Report on Form 10-K filed
March 23, 2005.

In the fourth quarter of 2005, the Company determined that its original allocation was incorrect and an allocation based on the
terms of the settlement and license agreements was appropriate. The Company determined that $16 million related to reimbursement
of past attorneys' fees and an option fee agreement, and therefore recorded the $16 million as a reduction in operating expenses in the
third quarter of 2002. The Company also determined that $29 million related to prior use of its technology and damages and that the
remaining $30 million in minimum payments related to royalties for future periods, which are recorded as royalty revenue in the year in
which royalty payments are earned, which generally coincides with when payments become due. As restated, the Company recognized
$1.4 million of royalty revenue in the first quarters of 2005 and 2004, respectively.

The following table shows the effects of the restatement of DNS related revenue to the corresponding line items of the
Company's results of operations and balance sheets for the quarters indicated:

Three Months EndedMarch 27, 2005

March 28, 2004(in thousands)Net sales


$               (1,887)

$               (1,854)Income tax benefit


$                       -

$                  (138)Net income (loss)


$               (1,887)

$               (1,716)Other current assets


$                 1,353

$                 1,627Deferred revenue


$                 3,240

$                 3,207Deferred tax liability


$                       -

$                    136Timing of Installation, Spares and Service Revenue - The Company did not properly defer the fair value of obligations to
provide future installation services, spares products and services related to the sales of certain systems. The following table shows the
effects of the restatement of the timing for these revenue items to the corresponding line items of the Company's results of operations
and balance sheets for the quarters indicated:

Three Months EndedMarch 27, 2005

March 28, 2004(in thousands)Net sales


$                  (398)

$                    401Net income (loss)


$                  (398)

$                    401Deferred revenue


$                    398

$                  (401)Other Items - In conjunction with the specific restatement items discussed above, management also restated its previously
reported results for additional items. While certain of these other items were not individually material in any quarter, these additional
items considered in the aggregate with the above items were material and therefore the Company concluded that a restatement of
these items was necessary. The following table shows the effects of the restatement to the corresponding line items of the Company's
results of operations and balance sheets for the quarters indicated:

Three Months EndedMarch 27, 2005

March 28, 2004(in thousands)Cost of sales


$                        2

$                    221Operating expenses:Research, development and engineering


$                      91

$                      17Selling, general and administrative


$                    (35)

$                      24Net income (loss)


$                    (58)

$                  (262)Inventories


$                      82

$                  (221)Prepaid expenses and other current assets


$                  (244)

$                       -Accrued liabilities


$                  (104)

$                      41Note 3.  Summary of Significant Accounting Policies
Restricted Cash

The Company had $0.5 million of restricted cash collateral for the Company's corporate credit cards at March 27,
2005.
Reclassifications
Certain amounts presented in the comparative financial statements for prior fiscal periods have been reclassified to
conform to the fiscal 2005 presentation.
Auction Rate Securities Through the Third Fiscal Quarter of 2004. The Company has reclassified certain auction rate
securities from cash equivalents to short-term investments. Auction rate securities are variable rate bonds tied to short-term interest
rates with maturities on the face of the securities in excess of 90 days. Auction rate securities have interest rate resets through a
modified Dutch auction, at pre-determined short-term intervals, usually every 7, 28 or 35 days. They trade at par and are callable
at par on any interest payment date at the option of the issuer. Interest paid during a given period is based upon the interest rate
determined during the prior auction. Although these securities are issued and rated as long-term bonds, they are priced and traded as
short-term instruments because of the liquidity provided through the auction and the interest rate reset. The Company had historically
classified these instruments as cash equivalents if the period between interest rate resets was 90 days or less, based on the
Company's ability to either liquidate its holdings or roll its investment over to the next reset period.
Based upon the Company's re-evaluation of these securities, the Company has reclassified its auction rate securities,
previously classified as cash equivalents, as short-term investments in the Company's consolidated balance sheets for the appropriate
periods. The Company sold all auction rate securities in November 2004. In addition, purchases of investments and sales of
investments, included in the accompanying condensed consolidated statements of cash flows, have been revised to reflect the
purchase and sale of auction rate securities during the periods presented.

Recent Accounting Pronouncements

In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123 (revised 2004),
(SFAS 123R), Share-Based Payment. SFAS 123R requires the Company to measure all employee stock-based
compensation awards using a fair value method and to record such expense in the Company's consolidated financial statements. In
addition, the adoption of SFAS 123R will require additional accounting related to the income tax effects and additional disclosure
regarding the cash flow effects resulting from share-based payment arrangements. On March 29, 2005, the Securities and Exchange
Commission (SEC) issued Staff Accounting Bulletin 107 (SAB 107). This Bulletin summarizes the views of the SEC staff regarding the
interaction between SFAS 123R, Share-Based Payment, and certain SEC rules and regulations and provides the staff's views
regarding the valuation of share-based payment arrangements for public companies. On April 21, 2005, the SEC issued Release 33-8568
amending the effective date of SFAS 123R. As a result, the Company will be required to comply with SFAS 123R and SAB 107
effective the first quarter of 2006. The Company is currently evaluating which transition method and pricing model to adopt, and
assessing the effects of adopting SFAS 123R and SAB 107, which could have a material impact on its consolidated financial
position, results of operations and cash flows.
In November 2004, the FASB issued SFAS No. 151 "Inventory Costs - An Amendment of Accounting
Research Bulletin (ARB) No. 43, Chapter 4" (SFAS 151). SFAS 151 clarifies that abnormal amounts of idle facility
expense, freight, handling costs and spoilage should be expensed as incurred and not included in overhead. Further, SFAS 151
requires that allocation of fixed and production facilities overheads to conversion costs should be based on normal capacity of the
production facilities. The provisions in SFAS 151 are effective for inventory costs incurred during fiscal years beginning after
June 15, 2005. The Company is currently assessing the effects of adopting this Statement.
In December 2004, the FASB issued SFAS No. 153 "Exchanges of Nonmonetary Assets - An Amendment
of APB Opinion No. 29" (SFAS 153). The provisions of this statement are effective for non-monetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005. SFAS 153 eliminates the exception to fair value for exchanges of
similar productive assets and replaces it with a general exception for exchange transactions that do not have commercial
substance - that is, transactions that are not expected to result in significant changes in the cash flows of the reporting entity.
The Company believes that the adoption of SFAS 153 will not have a significant effect on its financial statements.
In December 2004, the FASB issued Staff Position No. FAS 109-2, "Accounting and Disclosure Guidance for the
Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004" (SFAS 109-2). The American Jobs
Creation Act of 2004 introduces a special one-time dividends received deduction on the repatriation of certain foreign earnings to a U.S.
taxpayer, provided certain criteria are met. SFAS 109-2 provides accounting and disclosure guidance for the repatriation
provision and was effective immediately upon issuance. The Company believes that the adoption of SFAS 109-2 will not have a
significant effect on its financial statements.

Stock-Based Compensation

The Company uses the intrinsic value-based method as prescribed in the Accounting Principles Board (APB) Opinion
No. 25, "Accounting for Stock Issued to Employees" (APB 25) to account for all stock-based employee compensation
plans and has adopted the disclosure-only alternative of SFAS No. 123 "Accounting for Stock-Based Compensation," as
amended by SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure". Stock-based
compensation for non-employees is based on the fair value of the related stock or options. If compensation had been determined based
on the fair value at the grant date for awards for the quarters ended March 27, 2005 and March 28, 2004, consistent with the provisions
of SFAS No. 123, net income (loss) and net income (loss) per share would have been as follows:

Three Months EndedMarch 27,

March 28,2005

2004(restated)

(restated)(in thousands, except per share amounts)Net income (loss) as reported:


$                    (1,356)

$                      1,737Deduct:  Total employee stock-based compensationexpense determined under fair value method, net of tax


(1,085)

(1,270)Pro forma net income (loss)


$                    (2,441)

$                         467Basic and diluted net income (loss) per share:As reported


$                      (0.03)

$                        0.04Pro forma


$                      (0.05)

$                        0.01The fair value of the Company's stock options and stock purchase plan awards were estimated using a Black-Scholes option
valuation model, which was developed for use in estimating the fair value of traded options which have no vesting restrictions and
which are fully transferable. The model requires the input of certain assumptions, including expected stock price volatility and the
estimated life of each option. The fair value of all of the Company's stock-based awards was estimated assuming no expected
dividends and estimates of expected option life, stock volatility and risk-free interest rate at the time of grant.

The fair value of the Company's stock-based awards and employees' stock purchase rights granted in the quarters ended
March 27, 2005 and March 28, 2004 were estimated using the following weighted-average assumptions:

Options

ESPPMarch 27,

March 28,

March 27,

March 28,2005

2004

2005

2004Expected dividend yield

-

-

-

-Expected stock price volatility

91%

99%

52%

67%Risk-free interest rate

4.1%

2.7%

2.8%

1.0%Expected life of options

4 years

5 years

0.5 year

0.5 yearNote 4.  Balance Sheet Detail

March 27,

December 31,2005

2004(restated)

(restated)(in thousands)Cash and cash equivalents:Cash in bank

$        36,958

$          44,076Money market funds

31,122

45,577Commercial paper and notes

11,295

-$        79,375

$          89,653Short-term investments:Commercial paper and notes

$          3,915

$            2,488Inventories, net:Purchased parts and raw materials

$        33,074

$          34,807Work-in-process

7,913

4,679Finished goods

3,174

3,859$        44,161

$          43,345Property and equipment, netMachinery and equipment

$        40,115

$          38,451Furniture and fixtures

13,892

14,343Leasehold improvements

12,675

12,58766,682

65,381Less: accumulated depreciation

(41,212)

(38,116)$        25,470

$          27,265Accrued liabilities:Warranty

$        16,091

$          16,044Accrued compensation and benefits

7,075

9,362Income taxes payable

4,564

4,529Other

13,948

18,514$        41,678

$          48,449All short-term investments as of March 27, 2005 have maturities of less than one year and are marked to market with no
significant unrealized gains (losses) recorded under other comprehensive income (See Note 7 to Condensed Consolidated
Financial Statements).
As of March 27, 2005 and December 31, 2004, the reserve for excess and obsolete inventories was $19.7 million
and $20.8 million, respectively.

Note 5. Goodwill and Intangible Assets

The following table summarizes the components of goodwill, other intangible asset and related accumulated amortization
balances:

March 27, 2005

December 31, 2004Gross



Net

Gross



NetCarrying

Accumulated

Carrying

Carrying

Accumulated

CarryingAmount

Amortization

Amount

Amount

Amortization

Amount(in thousands)

(in thousands)Goodwill

$    24,451

$               -

$      24,451

$    24,451

$               -

$   24,451Developed technology

18,265

(5,868)

12,397

18,265

(5,368)

12,897Total goodwill and intangible assets

$    42,716

$       (5,868)

$      36,848

$    42,716

$      (5,368)

$   37,348In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets," the Company reviews goodwill for
impairment annually during the fourth quarter of each year and more frequently if an event or circumstance indicates that an impairment
loss has occurred. There were no events or changes in circumstances during the first quarter of 2005, which would have triggered an
impairment review. No assurances can be given that future evaluations of goodwill will not result in charges as a result of future
impairment.
The Company recorded amortization expense for its developed technology of $0.5 million and $0.3 million for the
quarter ended March 27, 2005 and March 28, 2004, respectively. Annual amortization expense is estimated to be $2.0 million for
2005 and $0.7 million for years 2006 to 2009.

Note 6. Net Income Per Share

Basic net income per share is computed by dividing net income by the weighted-average number of common shares
outstanding during the period. Diluted net income per share is computed, using the treasury stock method, as though all potential
common shares that are dilutive were outstanding during the period. The following table provides a reconciliation of the numerators and
denominators of the basic and diluted computations for net income per share.

Three Months EndedMarch 27,

March 28,2005

2004(restated)

(restated)(in thousands except per share amounts)Numerator:Net income (loss)

$           (1,356)

$            1,737Denominator:Basic average shares outstanding

51,344

47,463Effect of potential dilutive securities:Stock option plans

-

1,812Diluted average shares outstanding

51,344

49,275Net income (loss) per share - Basic

$             (0.03)

$              0.04Net income (loss) per share - Diluted

$             (0.03)

$              0.04For the quarters ended March 27, 2005 and March 28, 2004, outstanding stock options for 4.5 million and 1.5 million shares of
common stock, respectively, were excluded from the computations because the options' inclusion would be antidilutive.

Note 7. Comprehensive Income (Loss)

The following are the components of comprehensive income (loss):

Three Months EndedMarch 27,

March 28,2005

2004(restated)

(restated)(in thousands)Net income (loss)
$             (1,356)

$               1,737Cumulative translation adjustments
(2,919)

(169)Unrealized investment gain (loss)
(3)

8Comprehensive income (loss)
$             (4,278)

$               1,576The balance of accumulated other comprehensive income is as follows:

March 27,

December 31,2005

2004(in thousands)Cumulative translation adjustments
$             13,109

$             16,028Unrealized investment loss
(4)

(1)$             13,105

$             16,027Note 8.  Reportable Segments

SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information" establishes standards for
reporting information about operating segments, geographic areas and major customers in financial statements. Operating segments
are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the
chief operating decision maker, or chief decision making group, in deciding how to allocate resources and in assessing performance.
The Chief Executive Officer of the Company is the Company's chief decision maker. As the Company's business is completely focused
on one industry segment, the design, manufacturing and marketing of advanced fabrication equipment to the semiconductor
manufacturing industry, management believes that the Company has one reportable segment. The Company's revenues and profits are
generated through the sales of products and services for this one segment.

The following shows net sales by geographic areas based on the installation locations of the systems and the location of
services rendered:

Three Months EndedMarch 27, 2005

March 28, 2004(restated)

(restated)(in thousands)

%

(in thousands)

%United States

$            8,586

16

$            4,151

8Taiwan

15,117

29

19,456

37Japan

8,386

16

8,627

17Korea

7,989

15

7,616

15China

5,618

11

4,452

8Germany

4,274

8

5,517

11Europe - others

1,579

3

871

2Singapore

1,225

2

982

2Others

5

-

-

-$          52,779

100

$          51,672

100For purposes of determining sales to significant customers, the Company includes sales to customers through its distributor (at
the sales price to the distributor) and excludes the distributor as a significant customer. In the first quarter of 2005, two customers
accounted for 18% and 13% of net sales. In the first quarter of 2004, two customers accounted for 19% and 13% of net sales.

Geographical information relating to the Company's property and equipment as of March 27, 2005 and December 31,
2004 is as follows:

March 27, 2005

December 31, 2004(restated)

(restated)(in thousands)

%

(in thousands)

%The United States

$          16,579

65

$          17,357

64Germany

7,549

30

8,290

30Others

1,342

5

1,618

6$          25,470

100

$          27,265

100Note 9.  Debt

As of March 27, 2005, the Company had a $20 million revolving line of credit with a bank, which expired in
April 2005. In April 2005, this line of credit was renewed with an expiration date in April 2006 and a credit limit of $10 million,
which may be increased to $20 million at the option of the Company. All borrowings under this credit line bear interest at a per annum
rate equal to the bank's prime rate plus 100 basis points. The line of credit is collateralized by a blanket lien on all of the Company's
domestic assets including intellectual property. The line of credit requires the Company to satisfy certain quarterly financial covenants,
including maintaining a minimum consolidated cash balance and a domestic minimum cash balance of unrestricted cash and cash
equivalents, and a minimum balance of investment accounts, and not exceeding a maximum net loss limit. At March 27, 2005, the
Company was in compliance with the covenants, and there was no borrowing under this credit line.

On June 10, 2004 the Company's Japanese subsidiary entered into a credit facility with a Japanese bank in the amount
of 600 million Yen (approximately $5.7 million at March 27, 2005), collateralized by specific trade accounts
receivable of the Japanese subsidiary. The facility is subject to the short-term prime rate, which was 1.375% per annum as of March 27,
2005. The facility has an indefinite term, subject to termination at the option of either party. The Company has given a corporate
guarantee for this credit facility. There are no financial covenant requirements for this credit facility. At March 27, 2005, there was no
borrowing under this credit facility.
On March 30, 2004, the Company's Japanese subsidiary entered into an overdraft facility with a Japanese bank in the
amount of 100 million Yen (approximately $0.9 million at March 27, 2005). The facility was not collateralized and was
subject to variable interest rates. The facility expired on March 30, 2005, and no renewal has been arranged since its expiration.
There are no financial covenant requirements for this credit facility. At March 27, 2005, there was no borrowing under this credit
facility.
Note 10. Share Offerings
On February 17, 2004, the Company sold approximately 4.3 million newly issued shares of common
stock, and STEAG Electronic Systems AG (STEAG) sold approximately 4.3 million already outstanding shares of Company
common stock, in an underwritten public offering priced at $11.50 per share. This resulted in proceeds to the Company, net of
underwriting discounts and transaction expenses, of approximately $46.6 million as shown in the condensed consolidated
statements of cash flows, which was reduced to $46.4 million as related transaction expenses were finalized through the third quarter of
2004. The Company used the net proceeds received from the offering for general corporate purposes, including working capital
requirements and potential strategic acquisitions or investments. The Company did not receive any proceeds from the sale of shares by
STEAG. STEAG remained the Company's single largest stockholder, holding 9,132,291 shares, or 17.7%, of the approximately
51,722,319 million outstanding shares of the Company's common stock outstanding as of March 27, 2005.
Note 11. Related Party Transactions
On February 17, 2004, STEAG sold approximately 4.3 million shares of the Company's common stock in an
underwritten public offering at $11.50 per share. As of March 27, 2005, STEAG continued to hold 8,861,144 shares directly, and
271,147 shares indirectly, or 17.7%, of the 51,722,319 million outstanding shares of the Company's common stock.
At March 27, 2005, the Company had receivables from two employees of approximately $21,000 in aggregate.
On March 17, 2003, the Company subleased its Pliezhausen, Germany property to SCP Global Technologies (SCP), as
a result of the divestiture of the Wet Products Division to SCP. Under the sublease, SCP had the right upon 90 days notice to
partially or completely terminate the sublease. In the second quarter of 2004, SCP terminated the sublease completely. The Company
was responsible for the future lease costs of approximately $2.6 million through August 2006, net of recovery efforts and
any sublease income. In December 2004, the Company entered into an agreement with the landlord to terminate the lease and
agreed to pay 1.5 million Euros (approximately $2.0 million) in four installments from January 2005 through
September 2005. As a result, the Company has been released from any further legal commitments under the lease with effect
from January 1, 2005. During the first quarter of 2005, the Company paid $0.4 million under the first installment. The landlord for
this property is an affiliate of STEAG, the Company's largest stockholder.
On October 27, 2004, the Company completed the acquisition of Vortek Industries Ltd. ("Vortek"), a privately held
corporation amalgamated under the laws of British Columbia. Vortek is a developer of millisecond flash annealing technology for rapid
thermal processing of silicon wafers, for use in the manufacture of semiconductors. Vortek is based in Vancouver, Canada. As
consideration for the acquisition of Vortek, the Company issued an aggregate of 1,452,808 shares of Company common stock, which
represented approximately 2.8% of the outstanding common shares of the Company. The Company acquired debt and equity
ownership interests in Vortek from: Trian Equities Ltd., BCI Ventures Inc., Lake Street Capital Fund I, L.P., Ventrum GmbH & Co.,
West STEAG Partners GmbH ("WSP"), and seven individuals who are associated with WSP (collectively the "Vortek Sellers"). WSP is
a venture capital firm, 50% of the equity capital of which is owned by STEAG. WSP received 271,147 shares of Company common
stock as a result of the Vortek acquisition. Two of the individual Vortek Sellers are members of the Board of Directors of the Company,
and were at the time of the transaction affiliated with STEAG or WSP. Dr. Jochen Melchior is a director and the Chairman of the Board
of the Company, and was until December 2004 the Chairman of the Supervisory Board of STEAG and the Chairman of the Supervisory
Board of WSP. He received 275 shares of Company common stock as a result of the Vortek transaction. Dr. Hans Betz is a director
and a member of the Audit Committee of the Company. Dr. Betz has been Chief Executive Officer of WSP since August 2001. He
received 889 shares of Company common stock as a result of the transaction. In connection with the Vortek acquisition, the Company
entered into a Stock Registration and Restriction Agreement, dated as of October 27, 2004, with the Vortek Sellers pursuant to which
the Company agreed to register 80% of the shares issued in the Vortek acquisition under the Securities Act of 1933, and the Vortek
Sellers agreed to certain restrictions on the transfer of such shares.

Note 12.  DNS Patent Infringement Suit Settlement

On March 5, 2002, a jury in San Jose, California rendered a verdict in favor of the Company's then subsidiary, Mattson
Wet Products, Inc. (formally CFM Technologies, Inc.), in a patent infringement suit against Dainippon Screen
Manufacturing Co., Ltd. (DNS), a Japanese manufacturer of semiconductor wafer processing equipment. The jury found that six
different DNS wet processing systems infringed on two of CFM's drying technology patents and that both patents were valid. On
June 24, 2002, the Company and DNS jointly announced that they had amicably resolved their legal disputes with a
comprehensive, global settlement agreement, which included termination of all outstanding litigation between the companies. On
March 17, 2003, as part of the disposition of the wet surface preparation products (Wet Business), the Company sold to SCP
Global Technologies (SCP) the subsidiary that owns the patents licensed to DNS. However, the Company retained all rights to
payments under the settlement and license agreements. The settlement agreement and license agreement require DNS to make
payments to the Company totaling between $75 million (minimum) and $105 million (maximum), relating to past damages,
partial reimbursement of attorney fees and costs, and future royalties.
The Company received no payment from DNS during the quarter ended March 27, 2005. As of March 27, 2005, DNS has
made payments aggregating $57.4 million under the terms of the settlement and license agreements. Of the $57.4 million
paid by DNS as of March 27, 2005, $4.6 million was withheld as Japanese withholding tax. In December 2004, the
Company received a $3.1 million withholding tax refund from the Japanese tax authority through competent authority in respect
of DNS's payments to the Company. The refund received was for Japanese withholding taxes paid through June 30, 2004. Effective
July 1, 2004, no withholding tax is applicable on royalty payments from DNS due to the ratification of a new tax treaty on November 6,
2003, between Japan and the United States of America.
The Company determined that $16 million related to reimbursement of past attorneys' fees and an option fee agreement, and
therefore recorded the $16 million as a reduction in operating expenses in the third quarter of 2002. The Company also determined that
$29 million related to prior use of its technology and damages, and that the remaining $30 million in minimum payments related to
royalties for future periods, which are recorded as royalty revenue in the year in which the royalties are earned or reported to us by
DNS, which is generally when payments become due.

The Company is scheduled to receive minimum annual royalty payments of $6.0 million in April 2005,
$6.0 million in April 2006 and $5.6 million in April 2007, totaling $17.6 million. Royalty payments received by the Company in
excess of this amount, if any, will be recorded as royalty revenue and recognized as net sales in the period they are reported to the
Company by DNS, which is generally June of each year. The Company recognized $1.4 million of royalty revenue for each of the first
quarters ended March 27, 2005 and March 28, 2004, respectively.

Note 13.  Guarantees

The warranty offered by the Company on its system sales generally ranges from 12 months to 36 months
depending on the product. A provision for the estimated cost of warranty, based on historical costs, is recorded as a cost of sales when
the revenue is recognized. The Company's warranty obligations require it to repair or replace defective products or parts, generally at a
customer's site, during the warranty period at no cost to the customer. The actual system performance and/or field expense profiles
may differ from historical experience, and in those cases, the Company adjusts its warranty accruals accordingly. The following table
summarizes changes in the product warranty accrual for the quarters ended March 27, 2005 and March 28, 2004:

Three Months EndedMarch 27,

March 28,2005

2004(in thousands)Balance at beginning of period
$          16,044

$          16,508Accrual for warranties issued during the period
2,880

4,338Changes in liability related to pre-existing warranties
(7)

-Settlements made during the period
(2,826)

(3,521)Balance at end of period
$          16,091

$          17,325During the ordinary course of business, the Company's bank provides standby letters of credit or other guarantee instruments
on behalf of the Company to certain parties as required. The maximum potential amount that the Company could be required to pay is
$0.8 million, representing standby letters of credit outstanding and guarantees related to total outstanding balances on corporate credit
cards as of March 27, 2005. The Company has not recorded any liability in connection with these guarantee arrangements beyond that
required to appropriately account for the underlying transaction being guaranteed. The Company does not believe, based on historical
experience and information currently available, that it is probable that any amounts will be required to be paid under these guarantee
arrangements.
The Company is a party to a variety of agreements pursuant to which it may be obligated to indemnify the other party with
respect to certain matters. Typically, these obligations arise in the context of contracts entered into by the Company, under which the
Company may agree to hold the other party harmless against losses arising from a breach of representations or under which the
Company may have an indemnity obligation to the counterparty with respect to certain intellectual property matters or certain tax related
matters. Customarily, payment by the Company with respect to such matters is conditioned on the other party making a claim pursuant
to the procedures specified in the particular contract, which procedures typically allow the Company to challenge the other party's
claims. Further, the Company's obligations under these agreements may be limited in terms of time and/or amount, and in some
instances, the Company may have recourse against third parties for certain payments made by the Company. It is not possible to
predict the maximum potential amount of future payments under these or similar agreements due to the conditional nature of the
Company's obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by
the Company under these agreements have not had a material effect on the Company's financial position or results of operations. The
Company believes if it were to incur a loss in any of these matters, such loss should not have a material effect on the Company's
financial position or results of operations.

Note 14.  Restructuring and Other Charges

The following table summarizes activities relating to restructuring and other charges for the quarter ended March 27,
2005:

Consolidationof ExcessFacilities(in thousands)Balance at December 31, 2004

$                             1,014Cash payments during the period

(319)Balance at March 27, 2005

$                                695At December 31, 2004, the Company had a restructuring accrual balance of $1,014,000, consisting of $564,000 for
consolidation of excess facilities related to its 2002 restructuring plan, and accrued lease termination costs of $450,000 in connection
with the consolidation of excess facilities into the Company's current headquarters based in Fremont, California in 2004. During the
quarter ended March 27, 2005, the Company paid $319,000 for lease termination costs and incurred no other restructuring charges,
which resulted in a remaining balance of $695,000 as of March 27, 2005.

Note 15.  Commitments and Contingencies
The Company leases two buildings previously used to house its manufacturing and administrative functions related to wet
surface preparation products in Exton, Pennsylvania. The lease for both buildings will expire March 31, 2019 with a combined
rental cost of approximately $1.5 million annually. The lease agreement for both buildings allows for subleasing the premises
without the approval of the landlord. In June 2002, the administrative building was sublet for a period of approximately five years,
until December 2007, with an option for the subtenant to extend for an additional five years. Total lease payments of
approximately $7.2 million are expected to cover all related costs on the administrative building during the sublease period. In
July 2003, the manufacturing building at the Exton, Pennsylvania location was sublet for a period of approximately three years,
until September 2006, with an option for the subtenant to renew for a total of two successive periods, the first for five years and
the second for the balance of the term of the master lease. The sublease, aggregating to approximately $2.1 million in lease
payments over the initial term, is expected to cover all related costs on the manufacturing building during the sublease period. In
determining the facilities lease loss, net of cost recovery efforts from expected sublease income, various assumptions were made,
including the time period over which the building will be vacant; expected sublease terms; and expected sublease rates. The Company
has estimated that under certain circumstances the facilities lease losses could be approximately $0.9 million for each additional
year that the facilities are not leased and could aggregate approximately $13.5 million, net of expected sublease income, under
certain circumstances. The Company expects to make payments related to the above noted facilities lease losses over the next
fourteen years, less any sublet amounts. Adjustments for the facilities leases will be made in future periods, if necessary, based upon
the then current actual events and circumstances.
In connection with the disposition of the Wet Business, the Company retained the lease obligations with respect to the facilities
used to house the manufacturing and administrative functions of the transferred Wet Business in Pliezhausen, Germany. That lease
was due to expire on August 31, 2006, with an approximate rental cost of $1.6 million annually. The Company sublet the
facilities to SCP Global Technologies (SCP) on terms that covered all rent and costs payable by the Company under the primary lease.
Under its sublease, the Company was to receive from SCP sublease payments of approximately $1.6 million per annum, and
SCP had the right upon 90 days notice to partially or completely terminate the sublease. In the second quarter of 2004, SCP
terminated the sublease completely. The Company became responsible for the future lease costs of approximately $2.6 million
through August 2006, net of cost recovery efforts and any sublease income. In December 2004, the Company entered into
an agreement with the landlord to terminate the lease early and agreed to pay 1.5 million Euros (approximately
$2.0 million) in four installments from January 2005 through September 2005. As a result, the Company was
released from any further legal commitments under the lease with effect from January 1, 2005. The landlord for this property is
an affiliate of STEAG Electronic Systems AG, the Company's largest stockholder. During the first quarter of 2005, the Company paid
$0.4 million under the first installment. The Company had fully accrued for the costs related to this lease.
In connection with the acquisition of Vortek Industries Ltd., the Company became party to an agreement between Vortek
and the Canadian Minister of Industry (the Minister) relating to an investment in Vortek by Technology Partnerships Canada. Under that
agreement, as amended, the Company or Vortek agreed to various covenants, including (a) payment by the Company of a
royalty to the Minister of 1.4% of revenues from flash RTP products, up to a total of CAD14,269,290 (approximately $11.8 million
at March 27, 2005), and (b) Vortek maintaining a specified average workforce of employees in Canada through
October 27, 2009. If the Company, or Vortek, does not satisfy its obligations, the Minister may demand payment of liquidated
damages in the amount of CAD14,269,290 (approximately $11.8 million at March 27, 2005) less any royalties paid by Vortek or
the Company to the Minister.
In the ordinary course of business, the Company is subject to claims and litigation, including claims that it infringes third party
patents, trademarks and other intellectual property rights. Although the Company believes that it is unlikely that any current claims or
actions will have a material adverse impact on its operating results or its financial position, given the uncertainty of litigation, the
Company cannot be certain of this. Moreover, the defense of claims or actions against the Company, even if not meritorious, could
result in the expenditure of significant financial and managerial resources.
The Company is currently party to legal proceedings and claims, either asserted or unasserted, which arise in the ordinary
course of business. While the outcome of these matters is not presently determinable and cannot be predicted with certainty,
management does not believe that the outcome of any of these matters or any of the above mentioned legal claims will have a material
adverse effect on the Company's financial position, results of operations or cash flows.

Note 16. Income Taxes
The provision for income taxes reflected a tax benefit of $112,000 for the quarter ended March 27, 2005. The tax benefit was
primarily due to the amortization of the deferred tax liability in the amount of $190,000 associated with the acquired intangibles of
STEAG and Vortek. Excluding the amortization of the deferred tax liability, the Company would have reported a tax expense of
$78,000. On a quarterly basis, the Company evaluates its expected income tax expense or benefit based on its year to date operations,
and records an adjustment in the current quarter. The net tax provision is the result of the mix of profits earned by the Company and its
subsidiaries in tax jurisdictions with a broad range of income tax rates. At March 27, 2005, management believes that sufficient
uncertainty exists with regard to the realizability of deferred tax assets such that a valuation allowance is necessary. Factors considered
in providing a valuation allowance include the lack of a significant history of consistent profits and the lack of carry-back capacity to
realize these assets. Based on the absence of objective evidence, management is unable to assert that it is more likely than not that
the Company will generate sufficient taxable income to realize all the Company's net deferred tax assets.
In the first quarter of 2004, the Company recorded income tax expense of approximately $131,000, which consisted of accrued
foreign withholding taxes of $136,000, foreign taxes incurred by its foreign sales and service operations of $85,000, and federal and
state income taxes of approximately $35,000, partially offset by a deferred tax benefit on the amortization of certain intangible assets of
$125,000.

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

This quarterly report on Form 10-Q contains forward-looking statements, which are subject to the Safe Harbor provisions
created by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current
expectations and beliefs, including estimates and projections about our industry. Our forward-looking statements may include
statements that relate to our future revenue, customer demand, market share, competitiveness, gross margins, product development
plans and levels of research and development (R&D), outsourcing plans and operating expenses, tax expenses, the expected
effects, cost and timing of restructurings and consolidation of operations and facilities, economic conditions in general and in our
industry, and the sufficiency of our financial resources to support future operations and capital expenditures. Forward-looking
statements are identified by use of terms such as "anticipates," "expects," "intends," "plans," "seeks," "estimates," "believes" and similar
expressions, although some forward-looking statements are expressed differently. These statements are not guarantees of future
performance, and are subject to numerous risks, uncertainties and assumptions that are difficult to predict. Such risks and uncertainties
include those set forth herein under "Risk Factors That May Affect Future Results and Market Price of Stock" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations." Our actual results could differ materially from those
anticipated by these forward-looking statements. The forward-looking statements in this report speak only as of the time they are made
and do not necessarily reflect our outlook at any other point in time. We undertake no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or for any other reason.

Documents To Review In Connection With Management's Analysis Of Financial Condition and Results Of Operations

This discussion should be read in conjunction with the Condensed Consolidated Financial
Statements and Notes presented in this Form 10-Q and the consolidated financial statements and notes in our last filed Annual Report
on Form 10-K for the year ended December 31, 2005, which was filed with the SEC on May 3, 2006.

Restatement of Financial Results for the Quarters Ended March 27, 2005 and March 28, 2004
We have restated our previously issued consolidated financial statements for the quarters ended March
27, 2005 and March 28, 2004. For information about the effects of the restatement, see Note 2 to the Condensed Consolidated
Financial Statements included in Item 1 of Part 1 of this Quarterly Report on Form 10-Q/A. The consolidated financial statements and
financial information included in our quarterly reports on Form 10-Q and current reports on Form 8-K previously filed or furnished by
Mattson for these periods should not be relied upon and is superceded by the information in this Quarterly Report on Form 10-Q/A.
Overview
We are the leading supplier of dry strip equipment and the second largest supplier of rapid thermal processing equipment
in the global semiconductor industry. Our manufacturing equipment is used for transistor level, or front-end-of-line manufacturing, and
also in specialized applications for processing the interconnect layer, or back-end-of-line processing. Our manufacturing equipment
utilizes innovative technology to deliver advanced processing capabilities and high productivity for the fabrication of current and
next-generation ICs. Our tools, technologies and expertise are enablers in the semiconductor industry's transition to larger 300 millimeter
wafers, sub-90 nanometer design rules and the use of new materials, such as copper, low capacitance (low-k) dielectrics and barrier
metals.

Our business depends upon capital expenditures by
manufacturers of semiconductor devices. The level of capital expenditures by these manufacturers depends upon the current and
anticipated market demand for such devices. Because the demand for semiconductor devices is highly cyclical, the demand for wafer
processing equipment is also highly cyclical. Declines in demand for semiconductors and for capital equipment occurred throughout
2001, 2002 and the first half of 2003, creating a period of great challenge and significant change for us. During that period, we incurred
significant losses.
In 2004 and the first quarter of 2005, we continued to streamline our internal operations and adjust our manufacturing
resources with the goal of creating a more flexible organization that can operate profitably through changing industry cycles. Our
strategy is to outsource selected non-critical functions in manufacturing, spare parts logistics and subsystem design to third parties
specializing in these areas. This allows us to concentrate our resources on our core technologies in Strip and RTP, reduce our cost
structure and achieve greater flexibility to expand and contract manufacturing capacity as market conditions require. Although we have
implemented cost cutting and operational flexibility measures, we are largely dependent upon increases in sales in order to improve our
profitability.
The cyclicality and uncertainties regarding overall market conditions continue to present significant challenges to us and impair
our ability to forecast near-term revenue. Given that many of our costs are fixed in the short-term, our ability to quickly modify our
operations in response to changes in market conditions is limited.
Going forward, the success of our business will be dependent on numerous factors, including, but not limited to, the market
demand for semiconductors and semiconductor wafer processing equipment and our ability to (a) develop and bring to market
new products that address our customers' needs, (b) grow customer loyalty through collaboration with and support of our
customers and (c) maintain a cost structure that will enable us to operate effectively and profitably throughout changing industry
cycles.
For the quarter ended March 27, 2005 our net sales were $52.8 million, an increase of 2.1% from $51.7 million for the same
quarter last year, primarily due to increases in system sales of $1.5 million. Gross profit margin for the quarter ended March 27,
2005 was 37.9%, a decrease of 2.2 percentage points from 40.1% for the first quarter of 2004. The decrease was primarily due to
differences in the mix of system sales revenue and installation service revenue recognized in the two periods. Operating expenses for
the quarter ended March 27, 2005 were $21.0 million, $2.8 million higher than the $18.2 million reported for the first
quarter of 2004 as that quarter included a cost recovery of $1.3 million received from an alliance partner under a cost sharing
agreement in connection with an research and development (R&D) project. Operating expenses as a percentage of net sales were
39.9% for the first quarter of 2005, compared with 35.2% for the first quarter of 2004.

During the quarter ended March 27, 2005, we used net cash
of $7.7 million in operating activities.  Cash, cash equivalents, short-term investments and restricted cash totaled
$83.8 million as of March 27, 2005.

Reclassifications
Certain prior period amounts have been reclassified. These reclassifications do not affect our net income or loss, cash
flows or stockholders' equity.
Auction Rate Securities Through the Third Fiscal Quarter of 2004. We have reclassified certain auction rate securities
from cash equivalents to short-term investments. Auction rate securities are variable rate bonds tied to short-term interest rates with
maturities on the face of the securities in excess of 90 days. Auction rate securities have interest rate resets through a modified
Dutch auction, at pre-determined short-term intervals, usually every 7, 28 or 35 days. They trade at par and are callable at par on
any interest payment date at the option of the issuer. Interest paid during a given period is based upon the interest rate determined
during the prior auction. Although these securities are issued and rated as long-term bonds, they are priced and traded as short-term
instruments because of the liquidity provided through the auction and the interest rate reset. We had historically classified these
instruments as cash equivalents if the period between interest rate resets was 90 days or less, based on our ability to either
liquidate our holdings or roll our investment over to the next reset period.
Based upon our re-evaluation of these securities, we have reclassified our auction rate securities, previously classified as cash
equivalents, as short-term investments for each of the periods presented in our consolidated balance sheets of the appropriate periods.
We sold all auction rate securities in November 2004. In addition, purchases of investments and sales of investments, included in
the accompanying condensed consolidated statements of cash flows, have been revised to reflect the purchase and sale of auction rate
securities during the periods presented.
Critical Accounting Policies
Management's Discussion and Analysis of Financial Condition and Results of Operations discusses our condensed
consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United
States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, management evaluates its
estimates and judgments, including those related to reserves for excess and obsolete inventory, warranty obligations, bad debts,
intangible assets, income taxes, restructuring costs, contingencies and litigation. Management bases its estimates and judgments on
historical experience and on various other factors that are believed to be reasonable under the circumstances. These form the basis for
making judgment about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.
We consider certain accounting policies related to revenue recognition, warranty obligations, inventories, goodwill and other
intangible assets, impairment of long-lived assets and income taxes as critical to our business operations and an understanding of our
results of operations.
Revenue Recognition. We recognize revenue in accordance with SEC Staff Accounting Bulletin
No. 104, Revenue Recognition in Financial Statements (SAB 104). We account for equipment sales as follows: 1) for
equipment sales of existing products with new specifications and for all sales of new products (and, for the first quarter of 2003 and
earlier periods, for all sales of wet surface preparation products), revenue is recognized upon customer acceptance; 2) for
equipment sales to existing customers who have purchased the same equipment with the same specifications and previously
demonstrated acceptance provisions, or equipment sales to new customers purchasing existing products with established reliability, we
recognize revenue on a multiple element approach in which we bifurcate a sale transaction into two separate elements based on
objective evidence of fair value. The two elements are the tool and installation of the tool. Under this approach, the portion of the
invoice price that is due upon shipment, generally 90% of the total invoice price, is recognized as revenue upon shipment and title
transfer of the tool; and the remaining portion of the total invoice price, generally 10% of the total invoice price, which is due once
installation services have been performed, is not recognized as revenue until final customer acceptance of the tool. From time to time,
however, we allow customers to evaluate systems, and since customers can return such systems at any time with limited or no penalty,
we do not recognize revenue until these evaluation systems are accepted by the customers. Revenues associated with sales to
customers in Japan are recognized upon title transfer, which generally occurs upon customer acceptance, with the exception of sales of
RTP products through our distributor in Japan, where we recognize revenues upon title transfer to the distributor. For spare parts, we
recognize revenue upon shipment. We recognize service and maintenance contract revenue on a straight-line basis over the service
period of the related contract. Accounts receivable for which revenue has not been recognized are classified as "Advance Billings" in
the accompanying consolidated balance sheets.
In all cases, revenue is only recognized when persuasive evidence of an arrangement exists, delivery has occurred, the price
is fixed or determinable and collectibility is reasonably assured.
Warranty. The warranty we offer on system sales generally ranges from 12 months to 36 months,
depending on the product. A provision for the estimated cost of warranty, based on historical costs, is recorded as a cost of sales when
the revenue is recognized for the sale of the equipment or parts. Our warranty obligations require us to repair or replace defective
products or parts, generally at a customer's site, during the warranty period at no cost to the customer. The actual system performance
and/or field expense profiles may differ from historical experience, and in those cases, we adjust our warranty accruals accordingly.
While our warranty costs have historically been within our expectations and the provisions we have established, we cannot be certain
that we will continue to experience the same warranty costs that we have had in the past.
Inventories. Inventories are stated at the lower of cost or market, with cost determined on a first-in, first-out
basis, and include material, labor and manufacturing overhead costs. Finished goods are reported as inventories until the point of title
transfer to the customer. When the terms of sale do not specify, we assume title transfers when we complete physical transfer of the
products to the freight carrier unless other customer practices prevail. All intercompany profits related to the sales and purchases of
inventory between our legal entities are eliminated from the consolidated financial statements.
Our policy is to assess the valuation of all inventories, including manufacturing raw materials, work-in-process, finished goods
and spare parts, in each reporting period. Although we attempt to accurately forecast future inventory demand, given the competitive
pressures and cyclicality of the semiconductor industry, there may be significant unanticipated changes in demand or technological
developments that could have a significant impact on the value of our inventories and reported operating results.
Goodwill and Other Intangible Assets.We review our goodwill and intangible assets for impairment whenever
events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable, and we also review
goodwill annually in accordance with SFAS No. 142, "Goodwill and Other Intangibles." Goodwill and intangible assets, such as
purchased technology, are generally recorded in connection with business acquisitions. The value assigned to goodwill and intangible
assets is usually based on estimates and judgments regarding expectations for the success and life cycle of products and technology
acquired. A severe decline in market conditions could result in an unexpected impairment charge for impaired goodwill, which could
have a material adverse effect on our business, financial condition and results of operations.
We are required to test our goodwill for impairment at the reporting unit level. We have determined that we have only one
reporting unit. The test for goodwill impairment is a two-step process. The first step compares the fair value of our reporting unit with its
carrying amount, including goodwill. If the fair value of our reporting unit exceeds its carrying amount, goodwill of our reporting unit is
considered not to be impaired, thus the second step of the impairment test is unnecessary. The second step, used to measure the
amount of impairment loss, compares the implied fair value of our reporting unit goodwill with the carrying amount of that goodwill. If the
carrying amount of our reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an
amount equal to that excess. There were no events or changes in circumstances during the first quarter of 2005 which triggered an
impairment review.
Impairment of Long-Lived Assets. Pursuant to SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," we review our long-lived assets, including property and equipment, intangibles and other long-lived
assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be
recoverable. Recoverability is measured by a comparison of the assets' carrying amount to their expected future undiscounted net cash
flows. If such assets are considered to be impaired, the impairment to be recognized is measured based on the amount by which the
carrying amount of the asset exceeds its fair value.
During the first quarters ended March 27, 2005 and 2004, we did not record any impairment charge.
Income Taxes. We recorded a 100% valuation allowance against our net deferred tax asset as we cannot
conclude that it is more likely than not that we will realize our net deferred tax asset as of March 27, 2005. In assessing the need for a
valuation allowance, we consider historical levels of income, expectations and risks associated with estimates of future taxable income
and ongoing prudent and feasible tax planning strategies. In the event we determine that we would be able to realize deferred tax
assets in the future in excess of the net recorded amount, we would record an adjustment to the deferred tax asset valuation allowance,
which would increase income in the period of adjustment.
Results of Operations
The following table sets forth our condensed consolidated results of operations for the periods indicated, expressed as a
percentage of net sales:

Three Months EndedMarch 27,

March 28,2005

2004(restated)

(restated)Net sales

100.0
%
100.0
%Cost of sales

62.1

59.9Gross profit

37.9

40.1Operating expenses:Research, development and engineering

12.1

9.5Selling, general and administrative

26.8

25.1Amortization of intangibles

1.0

0.6Total operating expenses

39.9

35.2Income (loss) from operations

(2.0)

4.9Interest and other income (expense), net

(0.8)

(1.3)Income (loss) before income taxes

(2.8)

3.6Provision (benefit) for income taxes

(0.2)

0.2Net income (loss)

(2.6)
%
3.4
%Net Sales

Three Months EndedMarch 27,

March 28,2005

2004(restated)

(restated)(in thousands)Net sales

$             52,779

$             51,672Change from prior year

$               1,107Net sales in the first quarter of 2005 increased over the same period of 2004, primarily due to an increase in system sales of
$1.5 million. Net sales for the first quarter for both 2005 and 2004 included royalty income of $1.4 million.
Our deferred revenue at March 27, 2005 increased to $20.4 million from $19.1 million at December 31, 2004, primarily
due to an increase in deferred revenue for system shipments in the first quarter of 2005.
International sales, predominantly to customers based in Europe, Japan and the Pacific Rim, including China, Korea,
Singapore and Taiwan accounted for 84% and 92% of total net sales for the first quarters of 2005 and 2004, respectively. We anticipate
that international sales will continue to account for a significant portion of our sales.

Gross Profit and Gross Profit Margin

Three Months EndedMarch 27,

March 28,2005

2004(restated)

(restated)(in thousands)Gross profit

$             19,988

$             20,734Change from prior year

$                (746)Gross profit in the first quarter of 2005 decreased by $0.7 million compared to the first quarter of 2004. Although net
sales increased by $1.1 million in the first quarter of 2005, this was more than offset by a higher cost of sales in the first quarter of 2005
resulting from an inventory valuation charge of $1.3 million for excess and obsolete inventories and adverse price and volume
variances of $1.0 million related to direct cost and manufacturing overheads. Net sales for the first quarter for both 2005 and 2004
included DNS royalty income of $1.4 million.

Three Months EndedMarch 27,

March 28,2005

2004(restated)

(restated)(in percentages)Gross profit margin

37.9%

40.1%Gross profit margin in the first quarter of 2005 decreased by 2.2 percentage points compared to the first quarter of 2004. This was
primarily due to differences in the mix of system sales revenue and installation service revenue recognized in the two periods.
Due to intense competition, we continue to face pricing pressure that can affect our gross profit margin. We continue to
increase the proportion of manufacturing work performed by outsourcing partners. This outsourcing strategy is a key element of our
"cyclically flexible enterprise" business model, which is designed to enable us to expand and contract our manufacturing capacity to
meet market conditions. Our gross profit margin has varied over the years and will continue to be affected by many factors, including
competitive pressures, product mix, economies of scale and overhead absorption levels.

Research, Development and Engineering


Three Months EndedMarch 27,

March 28,2005

2004(restated)

(restated)(in thousands, except percentages)Research, development and engineering

$               6,404

$               4,913Percentage of net sales

12.1%

9.5%Change from prior year

$               1,491Research, development and engineering expenses
increased in amount and as a percentage of net sales in the first quarter of 2005 compared to the same period of 2004 as that quarter
included a cost recovery of $1.3 million received from an alliance partner under a cost sharing agreement in connection with an
R&D project.

Selling, General and Administrative

Three Months EndedMarch 27,

March 28,2005

2004(restated)

(restated)(in thousands, except percentages)Selling, general and administrative

$             14,140

$             12,971Percentage of net sales

26.8%

25.1%Change from prior year

$               1,169Selling, general and administrative (SG&A) expenses for the first quarter of 2005 increased compared to the same period
of 2004, primarily due to increases in compensation expenses of $0.9 million, outside service costs of $0.8 million and depreciation
expenses of $0.8 million, partially offset by a decrease of $1.3 million in bad debt expense. Higher compensation expenses were
primarily due to increased headcount in selling and marketing functions as a result of our Vortek acquisition and our newly opened
regional support center in Israel in January 2005. Higher outside service costs were due to increased use of outsourcing services,
mainly related to Sarbanes-Oxley compliance. Higher depreciation expenses were due to the completion of the leasehold
improvements related to the consolidation of our manufacturing facilities into our headquarters located in Fremont, California and our
new enterprise resource planning system. The decrease in bad debt expense was due to the release of $0.8 million of allowance for
doubtful accounts resulting from the collection of previously reserved accounts receivable during the first quarter of 2005, compared to
a charge of $0.5 million for allowance for doubtful accounts in the first quarter of 2004. Thus, SG&A expenses as a percentage of
net sales for the first quarter of 2005 compared to the same period in 2004 increased by 1.7%.

Amortization of Intangibles


Three Months EndedMarch 27,

March 28,2005

2004(in thousands, except percentages)Amortization of intangibles

$                  500

$                  328Percentage of net sales

0.9%

0.6%Change from prior year

$                  172Amortization of intangibles for the first quarter of 2005 increased compared to the same period in 2004 due to the amortization
of intangible assets resulting from our acquisition of Vortek Industries Ltd.

Restructuring and Other Charges


At December 31, 2004, we had a restructuring accrual balance of $1,014,000, consisting of $564,000 for consolidation of
excess facilities related to our 2002 restructuring plan, and accrued lease termination costs of $450,000 in connection with the
consolidation of excess facilities into our current headquarters based in Fremont, California in 2004. During the quarter ended March
27, 2005, we paid $319,000 for lease termination costs and incurred no other restructuring charges, which resulted in a remaining
balance of $695,000 as of March 27, 2005.

Interest and Other Income (Expense), Net


Three Months EndedMarch 27,

March 28,2005

2004(in thousands, except percentages)Interest expense

$                  (58)

$                    (9)Percentage of net sales

-0.1%

-Change from prior year

$                  (49)Interest income

$                  444

$                  219Percentage of net sales

0.8%

0.4%Change from prior year

$                  225Other expense, net

$                (798)

$                (864)Percentage of net sales

-1.5%

-1.6%Change from prior year

$                    66Interest income increased in the first quarter of 2005 compared with the same period of 2004, primarily due to higher average
interest rates. Other expense, net for the first quarter of 2005 included a realized foreign exchange loss of $1.3 million on forward
foreign exchange contracts settled during the first quarter of 2005, partially offset by other realized and unrealized foreign currency
exchange gains of $0.2 million and miscellaneous income of $0.2 million.


Provision for Income Taxes


The provision for income taxes reflected a tax benefit of $112,000 for the quarter ended March 27, 2005. The tax benefit was
primarily due to the amortization of the deferred tax liability in the amount of $190,000 associated with the acquired intangibles of the
STEAG Semiconductor division and Vortek. Excluding the amortization of the deferred tax liability, we would have reported a tax
expense of $78,000. On a quarterly basis, we evaluate our expected income tax expense or benefit based on our year to date
operations and record an adjustment in the current quarter. The net tax provision is the result of the mix of profits earned by us and our
subsidiaries in tax jurisdictions with a broad range of income tax rates. At March 27, 2005, management believes that sufficient
uncertainty exists with regard to the realizability of deferred tax assets such that a full valuation allowance is necessary. Factors
considered in providing a valuation allowance include the lack of a significant history of consistent profits and the lack of carry-back
capacity to realize these assets. Based on the absence of objective evidence, management is unable to assert that it is more likely than
not that we will generate sufficient taxable income to realize all our net deferred tax assets.
In the first quarter of 2004, we recorded income tax expense of approximately $131,000, which consisted of accrued foreign
withholding taxes of $136,000, foreign taxes incurred by our foreign sales and service operations of $85,000, and federal and state
income taxes of approximately $35,000, partially offset by a deferred tax benefit on the amortization of certain intangible assets of
$125,000.

Liquidity and Capital Resources

Our cash, cash equivalents (excluding restricted cash) and short-term investments were $83.3 million at March 27,
2005, a decrease of $8.8 million from $92.1 million as of December 31, 2004. Stockholders' equity at March 27,
2005 was $200.4 million.
Credit Arrangements
As of March 27, 2005, we had a $20 million revolving line of credit with a bank, which expired in
April 2005. In April 2005, this line of credit was renewed with an expiration date in April 2006 and a credit limit of $10 million,
which may be increased to $20 million at our option. All borrowings under this credit line bear interest at a per annum rate equal to the
bank's prime rate plus 100 basis points. The line of credit is collateralized by a blanket lien on all of our domestic assets including
intellectual property. The line of credit requires us to satisfy certain quarterly financial covenants, including maintaining a minimum
consolidated cash balance and a domestic minimum cash balance of unrestricted cash and cash equivalents and a minimum balance
of investment accounts, and not exceeding a maximum net loss limit. At March 27, 2005, we were in compliance with the covenants,
and there was no borrowing under this credit line.
Our Japanese subsidiary has a credit facility with a Japanese bank in the amount of 600 million Yen (approximately
$5.7 million at March 27, 2005), collateralized by specific trade accounts receivable of the Japanese subsidiary. The facility is
subject to the short-term prime rate, which was 1.375% per annum as of March 27, 2005. The facility will continue indefinitely unless
either party notifies the other party to terminate the facility. We have given a corporate guarantee for this credit facility. There are no
financial covenant requirements for this credit facility. At March 27, 2005, the Japanese subsidiary had no borrowing under this credit
facility.
On March 30, 2004, our Japanese subsidiary entered into an overdraft facility with a Japanese bank in the amount of
100 million Yen (approximately $0.9 million at March 27, 2005). The facility was not collateralized and was subject to
variable interest rates. The facility expired on March 30, 2005, and no renewal has been arranged since its expiration. There are
no financial covenant requirements for this credit facility. At March 27, 2005, there was no borrowing under this credit facility
Off-Balance-Sheet Arrangements
As of March 27, 2005, we did not have any "off-balance-sheet" arrangements, as defined in Item 303
(a)(4)(ii) of Regulation S-K, that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are
material to investors.
Contractual Obligations
Under U.S. Generally Accepted Accounting Principles, certain obligations and commitments are not required to be
included in our consolidated balance sheets. These obligations and commitments, while entered into in the normal course of business,
may have a material impact on our liquidity.
In connection with the disposition of the Wet Business, we assumed the lease obligations with respect to the facilities used to
house the manufacturing and administrative functions of the transferred Wet Business in Pliezhausen, Germany. That lease was due to
expire on August 31, 2006, with an approximate rental cost of $1.6 million annually. We sublet the facilities to SCP Global
Technologies (SCP) on terms that covered all rent and costs payable by us under the primary lease. Under the sublease, we were to
receive from SCP sublease payments of approximately $1.6 million per annum, and SCP had the right upon 90 days
notice to partially or completely terminate the sublease. In the second quarter of 2004, SCP terminated the sublease completely, and
we became responsible for the future lease costs of approximately $2.6 million through August 2006, net of cost recovery
efforts and any sublease income. In December 2004, we entered into an agreement with the landlord to terminate the lease early
and agreed to pay 1.5 million Euros (approximately $2.0 million) in four installments from January 2005 through
September 2005. As a result, we are released from any further legal commitments under the lease with effect from
January 1, 2005. We had fully accrued for the costs related to this lease. See Notes 11 and 15 to Condensed Consolidated
Financial Statements.
In connection with the acquisition of Vortek Industries Ltd., we became party to an agreement between Vortek and the
Canadian Minister of Industry (the Minister) relating to an investment in Vortek by Technology Partnerships Canada. Under that
agreement, as amended, we or Vortek agreed to various covenants, including (a) payment by us of a royalty to the Minister of
1.4% of revenues from flash RTP products, up to a total of CAD14,269,290 (approximately $11.8 million at March 27, 2005), and
(b) Vortek maintaining a specified average workforce of employees in Canada through October 27, 2009. If we, or Vortek,
do not satisfy our obligations, the Minister may demand payment of liquidated damages in the amount of CAD14,269,290
(approximately $11.8 million at March 25, 2005) less any royalties paid by Vortek or us to the Minister.
Other Commitments and Legal Settlements
On June 24, 2002, we entered into a settlement agreement and a license agreement with DNS under which
DNS agreed to make payments to us totaling between $75 million (minimum) and $105 million (maximum), relating to past
damages, partial reimbursement of attorney fees and costs, and license fees.
We received no payment from DNS during the quarter ended March 27, 2005. As of March 27, 2005, DNS has made
payments aggregating $57.4 million under the terms of the settlement and license agreements. Of the $57.4 million paid by
DNS as of March 27, 2005, $4.6 million was subjected to Japanese withholding tax. In December 2004, we received a
$3.1 million withholding tax refund from the Japanese tax authority in respect of DNS's payments to us.
We are scheduled to receive minimum annual royalty payments of $6.0 million in April 2005 and April 2006, and a
minimum annual royalty payment of $5.6 million in April 2007, totaling $17.6 million.
Liquidity and Capital Resources Outlook
As of March 27, 2005, we had cash, cash equivalents (excluding restricted cash) and short-term investments of
$83.3 million. We believe that these balances, including interest to be earned thereon, and anticipated cash flows from operating
activities will be sufficient to fund our working and other capital requirements over the course of the next twelve months and for the
foreseeable future. In the normal course of business, we evaluate the merits of acquiring technology or businesses, or establishing
strategic relationships with or investing in these businesses. We may use available cash, cash equivalents and marketable security
investments to fund such activities in the future. In the event additional needs for cash arise, we may raise additional funds from a
combination of sources, including the potential issuance of debt or equity securities. Additional financing might not be available on
terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to take
advantage of unanticipated opportunities or respond to competitive pressures could be limited.
Cash Flows from Operating Activities
Net cash used in operations during the first quarter of 2005 was $7.7 million, primarily due to the net loss of $1.4
million, a decrease in accrued liabilities of $7.2 million, and increases in inventories of $2.7 million, advanced billings of $2.0
million and prepaid expenses and other current assets of $1.8 million, partially offset by a depreciation charge of $2.3 million, an
increase in accounts payable of $2.2 million, a decrease in accounts receivable of $1.5 million and an inventory valuation charge of
$1.3 million. The net decrease of $5.0 million in accrued liabilities and accounts payable was mainly due to the payment of an accrued
2004 performance bonus of $2.0 million and other fringe benefits of $1.1 million, payment of termination fees of $0.4 million related to
our surrendered building leases in Germany, payments of accrued lease termination costs of $0.3 million, payments of miscellaneous
accrued expenses of $0.9 million. Inventories increased by $2.7 million due to the build-up of work-in-progress to meet anticipated
higher system shipments in April 2005. Advanced billings increased by $2.0 million as a result of deferred revenue of $11.8 million
associated with systems shipped in the first quarter of 2005, partially offset by deferred revenue of $9.8 million for shipments in prior
periods recognized during the first quarter of 2005. An inventory valuation charge of $1.3 million was incurred for excess and
obsolescence provision for spare parts and demonstration and evaluation tools.
Net cash used in operations during the first quarter of 2004 was $18.0 million, primarily attributable to an increase of $16.5
million in accounts receivable, due to increased shipments during the last month of the quarter; and an increase of $8.4 million in
inventories due to ramping up of manufacturing of products in response to a higher number of systems orders. The cash used in
operating activities was partially offset by an increase of $4.7 million in accounts payable due to timing of payments and build up of
inventories.
We expect that cash provided by operating activities may fluctuate in future periods as a result of a number of factors including
fluctuations in our net sales and operating results, amount of revenue deferred, collection of accounts receivable and timing of
payments.
Cash Flows from Investing Activities
Net cash used in investing activities during the first quarter of 2005 was $2.3 million, primarily due to purchases
of $3.3 million of available-for-sale investments and capital spending of $0.8 million for computer equipment and software, partially
offset by proceeds of $1.9 million from sales and maturities of available-for-sale investments.
Net cash used in investing activities during the first quarter of 2004 was $12.1 million, due to purchases of $16.3 million of
available-for-sale investments and capital expenditure of $2.5 million on property and equipment, partially offset by proceeds of $6.7
million from sales and maturities of available-for-sale investments.

Cash Flows from Financing Activities
Net cash provided by financing activities during the first quarter of 2005 was $1.3 million, attributable to net
proceeds of $1.3 million from stock options exercised and stock purchases under our employee stock purchase plan.
Net cash provided by financing activities during the first quarter of 2004 was $46.7 million, primarily attributable to the net
proceeds of $46.6 million received from our underwritten public offering of approximately 4.3 million shares of newly issued common
stock at $11.50 per share, which was reduced to $46.4 million as related transaction expenses were finalized through the third quarter
of 2004.
Capital Finance Transactions
On February 17, 2004, we sold approximately 4.3 million newly issued shares of common stock in an
underwritten public offering priced at $11.50 per share. This resulted in net proceeds to us of approximately $46.6 million. In the
same offering, STEAG Electronic Systems AG (SES) sold approximately 4.3 million outstanding shares. Following this public
offering, SES remains our largest stockholder, holding approximately 9.1 million shares, or approximately 17.7 percent, of
the 51.7 million shares of our common stock outstanding as of March 27, 2005.
Recent Accounting Pronouncements
In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123 (revised 2004),
(SFAS 123R), Share-Based Payment. SFAS 123R requires the Company to measure all employee stock-based
compensation awards using a fair value method and record such expense in the Company's consolidated financial statements. In
addition, the adoption of SFAS 123R will require additional accounting related to the income tax effects and additional disclosure
regarding the cash flow effects resulting from share-based payment arrangements. On March 29, 2005, the Securities and Exchange
Commission (SEC) issued Staff Accounting Bulletin 107 (SAB 107). This Bulletin summarizes the views of the SEC staff regarding the
interaction between SFAS 123R, Share-Based Payment, and certain SEC rules and regulations and provides the staff's views
regarding the valuation of share-based payment arrangements for public companies. On April 21, 2005, the SEC issued Release 33-8568
amending the effective date of SFAS 123R. As a result, we will be required to comply with SFAS 123R and SAB 107 effective the
first quarter of 2006. We are currently evaluating which transition method and pricing model to adopt, and assessing the effects of
adopting SFAS 123R and SAB 107, which could have a material impact on our consolidated financial position, results of
operations and cash flows.
In November 2004, the FASB issued SFAS No. 151 "Inventory Costs - An Amendment of ARB
No. 43, Chapter 4" (SFAS 151). SFAS 151 clarifies that abnormal amounts of idle facility expense, freight, handling
costs and spoilage should be expensed as incurred and not included in overhead. Further, SFAS 151 requires that allocation of
fixed and production facilities overheads to conversion costs should be based on normal capacity of the production facilities. The
provisions in SFAS 151 are effective for inventory costs incurred during fiscal years beginning after June 15, 2005. We are
currently assessing the effects of adopting this Statement.
In December 2004, the FASB issued SFAS No. 153 "Exchanges of Nonmonetary Assets - An Amendment
of APB Opinion No. 29" (SFAS 153). The provisions of this statement is effective for nonmonetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005. SFAS 153 eliminates the exception to fair value for exchanges of
similar productive assets and replaces it with a general exception for exchange transactions that do not have commercial
substance - that is, transactions that are not expected to result in significant changes in the cash flows of the reporting entity.
We believe that the adoption of SFAS 153 will not have a significant effect on our financial statements.
In December 2004, the FASB issued Staff Position No. FAS 109-2, "Accounting and Disclosure Guidance for the
Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004" (SFAS 109-2). The American Jobs
Creation Act of 2004 introduces a special one-time dividends received deduction on the repatriation of certain foreign earnings to a U.S.
taxpayer, provided certain criteria are met. SFAS 109-2 provides accounting and disclosure guidance for the repatriation
provision and was effective immediately upon issuance. We believe that the adoption of SFAS 109-2 will not have a significant
effect on our financial statements.


RISK FACTORS THAT MAY AFFECT FUTURE RESULTS AND MARKET PRICE OF STOCK
The semiconductor equipment industry is highly cyclical, periodically has severe and prolonged downturns, and causes our
operating results to fluctuate significantly. We are exposed to the risks associated with industry overcapacity, including reduced capital
expenditures, decreased demand for our products, increased price competition and delays by our customers in paying for our
products.
The semiconductor industry is highly cyclical and has historically experienced periodic downturns, whether as the result of
general economic changes or capacity growth temporarily exceeding growth in demand for semiconductor devices. Our business
depends in significant part upon capital expenditures by manufacturers of semiconductor devices, including manufacturers that open
new or expand existing facilities. Periods of overcapacity and reductions in capital expenditures by our customers cause decreases in
demand for our products. If existing fabrication facilities are not expanded and new facilities are not built, demand for our systems may
not develop or increase, and we may be unable to generate significant new orders for our systems. If we are unable to develop new
orders for our systems, we will not achieve anticipated net sales levels. During periods of declining demand for semiconductor
manufacturing equipment, our customers typically reduce purchases, delay delivery of ordered products and/or cancel orders, resulting
in reduced revenues and backlog, delays in revenue recognition and excess inventory. Increased price competition may result, causing
pressure on our gross margin and net income.
We are currently experiencing a downturn in orders and cannot predict what the magnitude or duration of the downturn will be.
During the downturn in 2002 and 2003, we were unable to reduce our expenses quickly enough to avoid incurring losses. During those
periods, our net losses were $69.7 million and $35.5 million, respectively. In the current and future downturns, if we are
unable to effectively align our cost structure with prevailing market conditions, we could again experience losses, may be required to
undertake additional cost-cutting measures, and may be unable to continue to invest in marketing, research and development and
engineering at the levels we believe are necessary to maintain our competitive position in our core businesses. Our failure to make
these investments could seriously harm our long-term business prospects.
We depend on large purchases from a few customers, and any cancellation, reduction or delay of purchases by, or failure to
collect receivables from, these customers could harm our business.
Currently, we derive most of our revenues from the sale of a relatively small number of systems to a relatively small
number of customers, which makes our relationship with each customer critical to our business. The list prices on our systems range
from $0.5 million to over $2 million. Consequently, any order cancellations, delays in scheduled shipments, delays in
customer acceptances or delays in collection of accounts receivable could materially adversely affect our operating results and cause
our results to fall below our expectations and the expectations of market analysts or investors. Delays in collection of accounts
receivable could require us to increase our accounts receivable reserve, which would increase our operating expenses.
Our list of major customers changes substantially from year to year, and we cannot predict whether a major customer in one
year will make significant purchases from us in future years. Additionally, our customers' capital budget considerations and our lengthy
sales cycle make the timing of customer orders uneven and difficult to predict. Accordingly, it is difficult for us to accurately forecast our
revenues and operating results from year to year. If we are unable to collect a receivable from a large customer, our financial results will
be negatively impacted.
Our backlog orders are subject to cancellation or delay.
Although we maintain a backlog of customer orders with expected shipment dates within the next 12 months,
customers may request cancellations or delivery delays. As a result, our backlog may not be a reliable indication of our future revenues.
If shipments of orders in backlog are cancelled or delayed, our revenues could fall below our expectations and the expectations of
market analysts and investors.
Delays or technical and manufacturing difficulties incurred in the introduction of new products could be costly and adversely
affect our customer relationships.
Our success depends in part on the continual introduction of new and improved systems and processes. Our products are
complex, and we may experience delays and technical or manufacturing difficulties in the prototype introduction of new systems and
enhancements, or in achieving volume production of new systems or enhancements. Our inability to overcome such difficulties, to meet
the technical specifications of any new systems or enhancements, or to manufacture and ship these systems or enhancements in
volume and in a timely manner, would materially adversely affect our business and results of operations, as well as our customer
relationships. We may from time to time incur unanticipated costs to ensure the functionality and reliability of our products early in their
life cycles, and such costs can be substantial. If we encounter reliability or quality problems with our new products or enhancements,
we could face a number of difficulties, including reduced orders, higher manufacturing costs, delays in collection of accounts receivable
and additional service and warranty expenses, all of which could materially adversely affect our business and results of operations.
We may not achieve anticipated revenue levels if we are not selected as "vendor of choice" for new or expanded fabrication
facilities, or if our systems and products do not achieve broader market acceptance.
Because semiconductor manufacturers must make a substantial investment to install and integrate capital equipment into
a semiconductor fabrication facility, these manufacturers will tend to choose semiconductor equipment manufacturers based on
established relationships, product compatibility and proven financial performance.
Once a semiconductor manufacturer selects a particular vendor's capital equipment, the manufacturer generally relies for a
significant period of time upon equipment from this "vendor of choice" for the specific production line application. In addition, the
semiconductor manufacturer frequently will attempt to consolidate its other capital equipment requirements with the same vendors.
Accordingly, we may face narrow windows of opportunity to be selected as the "vendor of choice" by significant new customers. It may
be difficult for us to sell to a particular customer for a significant period of time once that customer selects a competitor's product, and
we may not be successful in obtaining broader acceptance of our systems and technology. If we are unable to achieve broader market
acceptance of our systems and technology, we may be unable to maintain and grow our business and our operating results and
financial condition will be adversely affected.
We must continually anticipate technology trends, improve our existing products and develop new products in order to be
competitive. The development of new or enhanced products involves significant risk and cost.
The markets in which we and our customers compete are characterized by rapidly changing technology, evolving industry
standards and continuous improvements in products and services. Consequently, our success depends upon our ability to anticipate
future technology trends and customer needs, to develop new systems and processes that meet customer requirements and industry
standards and that compete effectively on the basis of price and performance, and to continually improve our existing systems and
processes.
Our development and manufacture of new products involves significant risk, since the products are very complex and the
development cycle is long and expensive. The success of any new systems we develop and introduce is dependent on a number of
factors, including our ability to correctly predict customer requirements for new processes, to assess and select the potential
technologies for research and development, and to timely complete new system designs that are acceptable to the market. We may
make substantial investments in new technologies before we can know whether they are technically or commercially feasible or
advantageous, and without any assurance that revenue from future products or product enhancements will be sufficient to recover the
associated development costs. Not all development activities result in commercially viable products. We may be adversely affected by
manufacturing inefficiencies and the challenge of producing innovative systems in volume which meet customer requirements. We may
not be able to improve our existing systems or develop new technologies or systems in a timely manner. We may exceed the budgeted
cost of reaching our research, development and engineering objectives, and planned product development schedules may require
extension. Any delays or additional development costs could have a material adverse effect on our business and results of
operations.
As we continue our work to implement and improve our new enterprise resource planning and financial statement consolidation
systems, unexpected problems could occur and could cause disruption to the management of our business and delays or errors in the
preparation of our financial statements.
In the fourth quarter of 2004, as part of a multi-phase process, we completed the implementation of a new enterprise
resource planning, or ERP, system for our worldwide operations. The new ERP system has become integral to our ability to accurately
and efficiently maintain our books and records, record our transactions, provide critical information to our management, and prepare our
financial statements. In recent periods, we have implemented other phases of the ERP system and implemented new financial systems
to aid in the consolidation of our financial reporting. Our work to implement and improve our new computerized consolidation and ERP
systems continues as an active project. These systems are new to us and we have not had extensive experience with them.
The new ERP and consolidation systems could eventually become more costly, difficult and time consuming to purchase and
implement than we currently anticipate. Implementation of the new ERP system has required us to change internal business practices,
transfer records to a new computer system and train our employees in the correct use and input of data into the system. We may
discover that errors have been made in converting to or using the new systems, or encounter unexpected difficulties or costs or other
challenges, any of which may disrupt our business or cause errors or delays in the reporting of our financial results. Our systems,
procedures or controls may not be adequate to support our operations and require us to change our internal business practices.
Corrections and improvements may be required as we continue the implementation of our new systems, procedures and controls, and
could cause us to incur additional costs and require additional management attention, placing burdens on our internal resources. If we
fail to manage these changes effectively, it could adversely affect our ability to manage our business and our operating results.
Our results of operations may suffer if we do not effectively manage our inventory.
We need to manage our inventory of component parts, work-in-process and finished goods effectively to meet customer
delivery demands at an acceptable risk and cost. Customers are increasingly requiring very short lead times for delivery, which may
require us to purchase and carry additional inventory. For both the inventories that support manufacture of our products and our spare
parts inventories, if the customer demand we anticipate does not materialize in a timely manner, we will incur increased carrying costs
and some inventory could become un-saleable or obsolete, resulting in write-offs which would adversely affect the results of our
operations.
Warranty claims in excess of our projections could seriously harm our business.
We offer a warranty on our products. The cost associated with our warranty is significant, and in the event our projections
and estimates of this cost are inaccurate, our financial performance could be seriously harmed. In addition, if we experience product
failures at an unexpectedly high level, our reputation in the marketplace could be damaged, and our business would suffer.
We are increasingly outsourcing manufacturing and logistics activities to third party service providers, which decreases our
control over the performance of these functions.
We have already outsourced certain manufacturing and spare parts logistics functions to third party service providers, and
we may outsource more of those functions in the future. While we expect to achieve operational flexibility and cost savings as a result
of this outsourcing, outsourcing has a number of risks and reduces our control over the performance of the outsourced functions.
Significant performance problems by these third party service providers could result in cost overruns, delayed deliveries, shortages,
quality issues or other problems that could result in significant customer dissatisfaction and could materially and adversely affect our
business, financial condition and results of operations.
If for any reason one or more of these third party service providers becomes unable or unwilling to continue to provide services
of acceptable quality, at acceptable costs and in a timely manner, our ability to deliver our products or spare parts to our customers
could be severely impaired. We would quickly need to identify and qualify substitute service providers or increase our internal capacity,
which could be expensive, time consuming and difficult, and could result in unforeseen operations problems. Substitute service
providers might not be available or, if available, might be unwilling or unable to offer services on acceptable terms.
If customer demand for our products increases, we may be unable to secure sufficient additional capacity from our current
service providers on commercially reasonable terms, if at all.
Our requirements are expected to represent a small portion of the total capacities of our third party service providers, and they
may preferentially allocate capacity to other customers, even during periods of high demand for our products. In addition, such
manufacturers could suffer financial difficulties or disruptions in their operations due to causes beyond our control.
We may not be able to continue to successfully compete in the highly competitive semiconductor equipment industry.
The semiconductor equipment industry is both highly competitive and subject to rapid technological change. Significant
competitive factors include the following:

system performance;
cost of ownership;
size of installed base;
breadth of product line;
delivery availability; and
customer support.Competitive pressure has been increasing in several areas. In particular, there is increased price competition, and customers
are waiting to make purchase commitments, which are then placed with demands for rapid delivery dates and increased product
support.
Our major competitors are larger than we are, have greater capital resources, and may have a competitive advantage over us
by virtue of having:

broader product lines;
longer operating history;
greater experience with high volume manufacturing;
substantially larger customer bases;
the ability to reduce price through product bundling; and
substantially greater customer support, financial, technical, and marketing resources.In addition, to expand our sales we must often replace the systems of our competitors or sell new systems to customers of our
competitors. Our competitors may develop new or enhanced competitive products that will offer price or performance features that are
superior to our systems. Our competitors may also be able to respond more quickly to new or emerging technologies and changes in
customer requirements, or to devote greater resources to the development, promotion, sale and on-site customer support of their
product lines. We may not be able to maintain or expand our sales if competition increases and we are unable to respond
effectively.
Our lengthy sales cycle increases our costs and reduces the predictability of our revenue.
Sales of our systems depend upon the decision of a prospective customer to increase or replace manufacturing capacity,
typically involving a significant capital commitment. Accordingly, the decision to purchase our systems requires time consuming internal
procedures associated with the evaluation, testing, implementation, and introduction of new technologies into our customers'
manufacturing facilities. Even after the customer determines that our systems meet their qualification criteria, we may experience
delays finalizing system sales while the customer obtains approval for the purchase, constructs new facilities, or expands its existing
facilities. Consequently, the time between our first contact with a customer regarding a specific potential purchase and the customer's
placing its first order may last from nine to twelve months or longer. We may incur significant sales and marketing expenses during this
evaluation period. In addition, the length of this period makes it difficult to accurately forecast future sales. If sales forecasted from a
specific customer are not realized, we may experience an unplanned shortfall in revenues and our quarterly and annual revenue and
operating results may fluctuate significantly from period to period.
We are highly dependent on international sales, and face significant economic and regulatory risks.
International sales accounted for 84% of net sales in the first quarter of 2005, 87% of our net sales in 2004, and 87% of
our net sales in 2003. We anticipate international sales will continue to account for a significant portion of our future net sales. Asia has
been a particularly important region for our business, and we anticipate that it will continue to be important as we expand our sales and
marketing efforts in Asia. Our sales to customers located in Taiwan, Japan, China, Korea and other Asian countries accounted for 73%
of net sales in the first quarter of 2005, 78% of our net sales in 2004 and 70% of our net sales in 2003. Because of our continuing
dependence upon international sales, we are subject to a number of risks associated with international business activities,
including:

unexpected changes in law or regulations resulting in more burdensome governmental controls, tariffs, taxes, restrictions,
embargoes, or export license requirements;
exchange rate volatility;
the need to comply with a wide variety of foreign and U.S. export laws;
political and economic instability, particularly in Asia;
differing labor regulations;
reduced protection for intellectual property;
difficulties in accounts receivable collections;
difficulties in managing distributors or representatives; and
difficulties in staffing and managing foreign subsidiary operations.In the U.S. and Asia (excluding Japan), our sales to date have been denominated primarily in U.S. dollars, while our sales in
Japan are usually denominated in Japanese Yen. Our sales to date in Europe have been denominated in various currencies, currently
primarily U.S. dollars and the Euro. Our sales in foreign currencies are subject to risks of currency fluctuation. For U.S. dollar sales in
foreign countries, our products may become less price-competitive when the local currency is declining in value compared to the dollar.
This could cause us to lose sales or force us to lower our prices, which would reduce our gross margins.
In addition, the expenses of our German manufacturing operation are primarily incurred in Euros. If the Euro were to
appreciate in relation to the U.S. dollar, our operating expenses would increase.
We depend upon a limited number of suppliers for some components and subassemblies, and supply shortages or the loss of
these suppliers could result in increased cost or delays in manufacture and sale of our products.
We rely to a substantial extent on outside vendors to provide many of the components and subassemblies of our systems.
We obtain some of these components and subassemblies from a sole source or a limited group of suppliers. Because of our anticipated
reliance on outside vendors generally, and on a sole or a limited group of suppliers in particular, we may be unable to obtain an
adequate supply of required components. Although we currently experience minimal delays in receiving goods from our suppliers, when
demand for semiconductor equipment is strong, our suppliers may have difficulty providing components on a timely basis.
In addition, during periods of shortages of components, we may have reduced control over pricing and timely delivery of
components. We often quote prices to our customers and accept customer orders for our products prior to purchasing components and
subassemblies from our suppliers. If our suppliers increase the cost of components or subassemblies, we may not have alternative
sources of supply and may no longer be able to increase the cost of the system being evaluated by our customers to cover all or part of
the increased cost of components.
The manufacture of some of these components and subassemblies is an extremely complex process and requires long lead
times. If we are unable to obtain adequate and timely deliveries of our required components or subassemblies, we may have to seek
alternative sources of supply or manufacture such components internally. This could delay our ability to manufacture or timely ship our
systems, causing us to lose sales, incur additional costs, delay new product introductions, and harm our reputation.
We manufacture many of our products at two primary manufacturing facilities and are thus subject to risk of disruption.
Although we outsource the manufacturing for certain of our products to third parties, we continue to produce our latest
generation products at our two principal manufacturing plants in Fremont, California and Dornstadt, Germany. We have limited ability to
interchangeably produce our products at either facility, and in the event of a disruption of operations at one facility, our other facility
would not be able to make up the capacity loss. Our operations are subject to disruption for a variety of reasons, including, but not
limited to natural disasters, work stoppages, operational facility constraints and terrorism. Such disruption could cause delays in
shipments of products to our customers, result in cancellation of orders or loss of customers and seriously harm our business.
Because of competition for qualified personnel, we may not be able to recruit or retain necessary personnel, which could
impede development or sales of our products.
Our growth will depend on our ability to attract and retain qualified, experienced employees. There is substantial
competition for experienced engineering, technical, financial, sales, and marketing personnel in our industry. In particular, we must
attract and retain highly skilled design and process engineers. Historically, competition for such personnel has been intense in all of our
locations, but particularly in the San Francisco Bay Area where our headquarters is located. If we are unable to retain existing key
personnel, or attract and retain additional qualified personnel, we may from time to time experience inadequate levels of staffing to
develop and market our products and perform services for our customers. As a result, our growth could be limited due to our lack of
capacity to develop and market our products to our customers, or we could fail to meet our delivery commitments or experience
deterioration in service levels or decreased customer satisfaction.
If we are unable to protect our intellectual property, we may lose a valuable asset and experience reduced market share.
Efforts to protect our intellectual property may require additional costly litigation.
We rely on a combination of patents, copyrights, trademark and trade secret laws, non-disclosure agreements, and other
intellectual property protection methods to protect our proprietary technology. Despite our efforts to protect our intellectual property, our
competitors may be able to legitimately ascertain the non-patented proprietary technology embedded in our systems. If this occurs, we
may not be able to prevent the use of such technology. Our means of protecting our proprietary rights may not be adequate and our
patents may not be sufficiently broad to protect our technology. Any patents owned by us could be challenged, invalidated, or
circumvented and any rights granted under any patent may not provide adequate protection to us. Furthermore, we may not have
sufficient resources to protect our rights. Our competitors may independently develop similar technology, or design around patents that
may be issued to us. In addition, the laws of some foreign countries may not protect our proprietary rights to as great an extent as do
the laws of the United States and it may be more difficult to monitor the use of our products in such foreign countries. As a result of
these threats to our proprietary technology, we may have to resort to costly litigation to enforce our intellectual property rights.
We might face patent infringement or other intellectual property infringement claims that may be costly to resolve and could
divert management attention.
We may from time to time be subject to claims of infringement of other parties' patents or other proprietary rights. In
addition, we on occasion receive notification from customers who believe that we owe them indemnification or have other obligations
related to infringement claims made against the customers by third parties. Our involvement in any patent dispute or other intellectual
property dispute or action to protect trade secrets, even if the claims are without merit, could be very expensive to defend and could
divert the attention of our management. Adverse determinations in any litigation could subject us to significant liabilities to third parties,
require us to seek costly licenses from third parties, and prevent us from manufacturing and selling our products. Royalty or license
agreements, if required, may not be available on terms acceptable to us or at all. Any of these situations could have a material adverse
effect on our business and operating results in one or more countries.
Our failure to comply with environmental regulations could result in substantial liability.
We are subject to a variety of federal, state, local, and foreign laws, rules, and regulations relating to environmental
protection. These laws, rules, and regulations govern the use, storage, discharge, and disposal of hazardous chemicals during
manufacturing, research and development and sales demonstrations. If we fail to comply with present or future regulations, especially
in our Fremont, California and Dornstadt, Germany manufacturing facilities, we could be subject to substantial liability for clean up
efforts, personal injury, and fines or suspension or cessation of our operations. We may be subject to liability if our acquired companies
have past violations. Restrictions on our ability to expand or continue to operate our present locations could be imposed upon us, or we
could be required to acquire costly remediation equipment, or incur other significant expenses.
Future sales of shares by STEAG could adversely affect the market price of our common stock.
There are approximately 51.7 million shares of our common stock outstanding as of March 27, 2005, of which
approximately 9.1 million (or 17.7%) are held beneficially by STEAG Electronic Systems AG and its affiliates (STEAG). STEAG
has indicated that it plans to reduce its ownership in our common stock over time. If STEAG were to sell a large number of shares, the
market price of our common stock may decline. Moreover, the perception in the public markets that such sales by STEAG might occur
could also adversely affect the market price of our common stock.
We incurred net operating losses during 2001 to 2003. We may not achieve or maintain profitability on an annual basis.
We incurred net losses of approximately $336.7 million for the year ended December 31, 2001,
$69.7 million for the year ended December 31, 2002 and $35.5 million for the year ended December 31, 2003.
Although we were profitable for the year ended December 31,2004 and the first quarter of 2005, we expect to continue to incur
significant research and development and selling, general and administrative expenses. We may not achieve profitability in future
years. We will need to continue to generate significant net sales to achieve and maintain profitability, and we may not be able to do
so.
Our quarterly operating results fluctuate significantly and are difficult to predict, and may fall short of anticipated levels, which
could cause our stock price to decline.
Our quarterly revenue and operating results have varied significantly in the past and are likely to vary significantly in the
future, which makes it difficult for us to predict our future operating results. A substantial percentage of our operating expenses are fixed
in the short term and we may be unable to adjust spending to compensate for an unexpected shortfall in revenues. As a result, any
delay in generating or recognizing revenues could cause our operating results to be below the expectations of market analysts or
investors, which could cause the price of our common stock to decline.
The price of our common stock has fluctuated in the past and may continue to fluctuate significantly in the future, which may
lead to losses by investors or to securities litigation.
The market price of our common stock has been highly volatile in the past, and our stock price may decline in the future.
For example, in the twelve months prior to March 27, 2005, the closing price range for our common stock was $7.05 to $14.38 per
share.
In addition, in recent years the stock market in general, and the market for shares of high technology stocks in particular, have
experienced extreme price fluctuations. These fluctuations have frequently been unrelated to the operating performance of the affected
companies. Such fluctuations could adversely affect the market price of our common stock. In the past, securities class action litigation
has often been instituted against a company following periods of volatility in its stock price. This type of litigation, if filed against us,
could result in substantial costs and divert our management's attention and resources.
Any future business acquisitions may disrupt our business, dilute stockholder value, or distract management attention.
As part of our ongoing business strategy, we may consider acquisitions of, or significant investments in, businesses that
offer products, services, and technologies complementary to our own. Such acquisitions could materially adversely affect our operating
results and/or the price of our common stock. Acquisitions also entail numerous risks, including:

difficulty of assimilating the operations, products, and personnel of the acquired businesses;
potential disruption of our ongoing business;
unanticipated costs associated with the acquisition;
inability of management to manage the financial and strategic position of acquired or developed products, services, and
technologies;
inability to maintain uniform standards, controls, policies, and procedures; and
impairment of relationships with employees and customers that may occur as a result of integration of the acquired
business.To the extent that shares of our stock or other rights to purchase stock are issued in connection with any future acquisitions,
dilution to our existing stockholders will result, and our earnings per share may suffer. Any future acquisitions may not generate
additional revenue or provide any benefit to our business, and we may not achieve a satisfactory return on our investment in any
acquired businesses.
Continued compliance with new regulatory and accounting requirements will be challenging and is likely to cause our general
and administrative expenses to increase and impact our future financial position and results of operations.
As a result of compliance with the Sarbanes-Oxley Act of 2002, as well as changes to listing standards adopted by the
Nasdaq Stock Market, and the attestation and accounting changes required by the Securities and Exchange Commission, we are
required to implement additional internal controls, to improve our existing internal controls, and to comprehensively document and test
our internal controls. As a result, we are required to hire additional personnel and to obtain additional outside legal, accounting and
advisory services, all of which will cause our general and administrative costs to increase. Proposed changes in the accounting rules,
including legislative and other proposals to account for employee stock options as a compensation expense among others, could
materially increase the expenses that we report under generally accepted accounting principles, which may adversely affect our
operating results.



ITEM 4.    Controls and Procedures

Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an
evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) promulgated under the
Securities Exchange Act of 1934, as amended, the end of the quarterly period covered by this report. Our disclosure controls and
procedures are intended to ensure that the information we are required to disclose in the reports that we file or submit under the
Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms and (ii) accumulated and communicated to our management,
including the Chief Executive Officer and Chief Financial Officer, as the principal executive and financial officers, respectively, to allow
final decisions regarding required disclosures. Because of the material weaknesses described in Management's Report on Internal
Control Over Financial Reporting in our Annual Report on Form 10-K for the year ended December 31, 2005, which was filed with the
SEC on May 3, 2006, our management has concluded that, as of the end of the period covered by this report, our disclosure controls
and procedures were not effective. Notwithstanding the material weaknesses discussed in our Annual Report on Form 10-K for the year
ended December 31, 2005, our management has concluded that the financial statements included in this Form 10-Q present
fairly, in all material respects our financial position, results of operations and cash flows for the periods presented in conformity with
generally accepted accounting principles.
It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not
absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon
certain assumptions about the likelihood of future events.
Quarterly Evaluation of Changes in Internal Control Over Financial Reporting
Our management, with the participation of our chief executive officer and chief financial officer, also conducted an
evaluation of our internal control over financial reporting to determine whether any change occurred during the first quarter of 2005 that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation,
our management concluded that there was no such change during that quarter.

PART II. OTHER INFORMATION


ITEM  6.     Exhibits

Exhibit
                                  Number
Description3.1(1)
Amended and Restated Certificate of Incorporation of the Company.3.2(2)
Third Amended and Restated Bylaws of the Company.31.1
Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Act Section 302(a).31.2
Certification of Chief Financial Officer Pursuant to Sarbanes-Oxley Act Section 302(a).32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.

_________________

(1)  Incorporated by reference from Mattson Technology, Inc. Current Report on Form 8-K filed on January 30, 2001.

(2)  Incorporated by reference from Mattson Technology, Inc. Quarterly Report on Form 10-Q filed on August 14, 2002.

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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.(Registrant)

Dated: May 17, 2006

| |                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------
| | By: /s/ David Dutton
               David DuttonPresident and Chief Executive Officer
                  (Principal Executive Officer)

Dated: May 17, 2006

| |                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | By: /s/ Ludger Viefhues
               Ludger ViefhuesExecutive Vice President - Finance and Chief Financial Officer
                  (Principal Financial and Accounting Officer)

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