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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                           
                               -------------------------
                                           
                                      FORM 10-Q

(Mark One)

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

For the quarterly period ended March 30, 1997

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

For the transition period from _____________________ to _____________________

Commission file number 0-21970
                                                                 
                                           
                               MATTSON TECHNOLOGY, INC.
                (Exact name of registrant as specified in its charter)
                                           
          CALIFORNIA                                   77-0208119
  (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. 
                         Yes     X      No   
                              -------       --------
                                           
Number of shares of common stock outstanding as of  May 13, 1997 :  14,034,555
                                           

                                           1

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                           PART I -- FINANCIAL INFORMATION
                                           
                                           
1.   FINANCIAL STATEMENTS
                                           
                               MATTSON TECHNOLOGY, INC.
                         CONDENSED CONSOLIDATED BALANCE SHEET
                                    (in thousands)
                                     (unaudited)
                                           
                                        ASSETS
<TABLE>
<CAPTION>
                                                              MARCH 30,       DEC. 31,
                                                                 1997           1996
                                                                 ----           ----
<S>                                                          <C>            <C>
Current assets:                                                                          
    Cash and cash equivalents                                $   13,146     $   21,547
    Short-term investments                                       20,656         16,620
    Accounts receivable, net                                     15,328         15,954
    Inventories                                                  15,209         12,954
    Deferred taxes                                                4,197          4,197
    Prepaid expenses and other current assets                       749            882
                                                             ----------     ----------
      Total current assets                                       69,285         72,154
Property and equipment, net                                       8,902          9,373
Other assets                                                         43          2,962
                                                             ----------     ----------
                                                             $   78,230     $   84,489
                                                             ----------     ----------
                                                             ----------     ----------
                                                                          
                              LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:                                                                     
    Accounts payable                                         $    1,945     $    1,240
    Accrued liabilities                                           9,729         14,134
                                                             ----------     ----------
      Total current liabilities                                  11,674         15,374
                                                             ----------     ----------
                                                                       
Shareholders' equity:                                                                 
    Common stock                                                 56,206         57,580
    Retained earnings                                            10,477         11,625
    Other                                                          (127)           (90)
                                                             ----------     ----------
      Total shareholders' equity                                 66,556         69,115
                                                             ----------     ----------
                                                             $   78,230     $   84,489
                                                             ----------     ----------
                                                             ----------     ----------
                                                                          
</TABLE>

    See accompanying notes to condensed consolidated financial statements.
                                           
                                           2

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

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                                 ------------------
                                                               MARCH 30,      MARCH 31,
                                                                 1997           1996
                                                                 ----           ----
<S>                                                          <C>            <C>
Net sales                                                     $  13,023      $  22,002
Cost of sales                                                     6,458          9,181
                                                              ---------      ---------
  Gross profit                                                    6,565         12,821
                                                              ---------      ---------
Operating expenses:                                                                   
  Research, development and engineering                           2,944          2,648
  Selling, general and administrative                             4,908          5,266
                                                              ---------      ---------
    Total operating expenses                                      7,852          7,914
                                                              ---------      ---------
Income (loss) from operations                                    (1,287)         4,907
Interest and other income (expense), net                            437            610
                                                              ---------      ---------
Income (loss) before income taxes                                  (850)         5,517
Provision for (benefit from) income taxes                          (282)         1,979
                                                              ---------      ---------
Net income (loss)                                             $    (568)     $   3,538
                                                              ---------      ---------
                                                              ---------      ---------
                                                                          
Net income (loss) per share                                   $    (.04)     $    0.23
                                                              ---------      ---------
                                                              ---------      ---------
Shares used in computing net income (loss)
per share                                                        14,180         15,276
                                                              ---------      ---------
                                                              ---------      ---------
                                                                          
</TABLE>
    See accompanying notes to condensed consolidated financial statements.
                                           
                                           3

<PAGE>
                               MATTSON TECHNOLOGY, INC.
                    CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (in thousands)
                                     (unaudited)
                                           


<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                                 ------------------
                                                               MARCH 30,      MARCH 31,
                                                                 1997           1996
                                                                 ----           ----
<S>                                                          <C>            <C>
Cash flows from operating activities:                                                    
    Net income (loss)                                         $   (568)      $  3,538
    Adjustments to reconcile net income (loss) to
      net cash used in operating activities:                                             
      Depreciation and amortization                                698            296
      Changes in assets and liabilities:                                                 
         Accounts receivable                                      (280)        (5,138)
         Inventories                                            (2,255)        (2,643)
         Prepaid expenses and other assets                          90           (756)
         Accounts payable                                          705            607
         Accrued liabilities                                      (537)         3,241
                                                              --------       --------
      Net cash used in operating activities                     (2,147)          (855)
                                                              --------       --------
Cash flows from investing activities:                                                    
    Acquisition of property and equipment                         (227)        (1,577)
    Purchases of short-term investments                         (7,956)        (5,961)
    Sales and maturities of short-term investments               3,912         19,791
                                                              --------       --------
      Net cash provided by (used in) investing activities       (4,271)        12,253
                                                              --------       --------
Cash flows from financing activities:                                                    
    Proceeds from the issuance of Common Stock, net                 19             53
    Purchase of Common Stock                                    (1,973)             -
                                                              --------       --------
      Net cash provided by (used in) financing activities       (1,954)            53
                                                              --------       --------
Effect of exchange rate changes on cash and cash equivalents       (29)           (10)
                                                              --------       --------
Net increase (decrease) in cash and cash equivalents            (8,401)        11,441
Cash and cash equivalents, beginning of period                  21,547         14,310
                                                              --------       --------
Cash and cash equivalents, end of period                      $ 13,146       $ 25,751
                                                              --------       --------
                                                              --------       --------

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

</TABLE>

   See accompanying notes to condensed consolidated financial statements.
                                           
                                           4

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                               MATTSON TECHNOLOGY, INC.
                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                     (UNAUDITED)

NOTE 1  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

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

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

The results of operations for the three month period ended March 30, 1997 are
not necessarily indicative of results that may be expected for the entire year
ending December 31, 1997.

NOTE 2  BALANCE SHEET DETAIL (IN THOUSANDS):

                                                   MARCH 30,      DEC. 31,
                                                     1997           1996
                                                     ----           ----
Inventories:
    Purchased parts and raw materials              $  6,790      $  6,763
    Work-in-process                                   5,974         4,634
    Finished goods                                    1,201           734
    Evaluation systems                                1,244           823
                                                   --------      --------
                                                   $ 15,209      $ 12,954
                                                   --------      --------

Accrued liabilities:                                       
    Warranty reserve                               $  3,549      $  3,378
    Accrued compensation and benefits                 1,354         1,252
    Income taxes                                      1,304         2,082
    Commissions                                         380         1,082
    Deferred income                                   1,685         4,966
    Other                                             1,457         1,374
                                                   --------      --------
                                                   $  9,729      $ 14,134
                                                   --------      --------
                                                   --------      --------

                                       5

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

OVERVIEW

Mattson Technology, Inc. ("Mattson" or  the "Company") designs, manufactures 
and markets advanced fabrication equipment to semiconductor manufacturers 
worldwide. The Company's product line is based on the Company's modular 
"Aspen" platform which accommodates two process chambers supporting increased 
throughput.  The Company currently offers Aspen Strip, CVD, RTP and LiteEtch 
products.

The Company has derived substantially all of its sales from Aspen Strip and 
CVD systems. The Company has sold two LiteEtch systems and one RTP system. 
The Company's LiteEtch and RTP products are each in an early marketing phase. 
In addition, the Company derives sales from spare parts and maintenance 
services.

Until the quarter ended September 29, 1996, the Company experienced rapid 
growth.  There can be no assurance that the Company will be able to regain 
sales growth or profitability.  Future results will depend on a variety of 
factors, particularly overall market conditions and also timing of 
significant orders, the ability of the Company to bring new systems to 
market, the timing of new product releases by the Company's competitors, 
patterns of capital spending by the Company's customers, market acceptance of 
new and/or enhanced versions of Company systems, changes in pricing by the 
Company, its competitors, customers, or suppliers and the mix of products 
sold.  In order to support long term growth in its business the Company has 
not decreased its expense levels compared with the decrease in the rate of 
sales growth.  As a result, the Company is dependent upon increases in sales 
in order to regain profitability.  If the Company's sales do not increase, 
the current levels of operating expenses could materially and adversely 
affect the financial results of the Company.

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

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

                                       6

<PAGE>


FORWARD LOOKING STATEMENTS

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

RESULTS OF OPERATIONS

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


                                             THREE MONTHS ENDED
                                             ------------------
                                          MARCH 30,      MARCH 31,
                                            1997           1996
                                            ----           ----
Net sales                                   100%           100%
Cost of sales                                50%            42%
                                            ----           ----
    Gross margin                             50%            58%
                                            ----           ----
Operating expenses:                                         
    Research, development and engineering    23%            12%
    Selling, general and administrative      38%            24%
      Total operating expenses               60%            36%
Income (loss) from operations               (10%)           22%
Income (loss) before income taxes            (7%)           25%
Net income (loss)                            (4%)           16%

NET SALES
                                           
Net sales for the first quarter of 1997 decreased 41% to $13.0 million from 
$22.0 million for the first quarter of 1996. Net sales decreased as a result 
of overall industry conditions and reflected a 32% decrease in unit shipments 
and an 11% decrease in average selling prices (ASP's). Sales in the first 
quarter consist principally of single and dual chamber Aspen Strip systems.  
Lower ASP's resulted primarily from a quarter-to-quarter proportionate 
decrease in sales of the Company's dual chamber Aspen Strip compared to sales 
of single chamber Aspen Strip systems.
                                           
International sales, which are predominantly to customers based in Japan and 
the Pacific Rim (which includes Taiwan, Singapore and Korea), accounted for 
50% and 87% of net sales for the first quarter of 1997 and 1996, 
respectively. All sales are denominated in U.S. dollars.  The Company's 
operating results could be materially and adversely affected by any loss of 
business from, the cancellation of orders by, or decreases in prices of 
systems sold through Marubeni, the Company's distributor in Japan.  The 
Company anticipates that international sales will continue to account for a 
significant portion of 1997 total net sales due primarily to orders from 
customers in Japan and the Pacific Rim.
                                           
                                           
                                     7

<PAGE>

GROSS MARGIN
                                           
The Company's gross margin for the first quarter of 1997 decreased to 50% 
from 58% for the first quarter of 1996. The quarter-to-quarter decrease was 
principally due to the allocation of relatively fixed overhead costs over 
lower sales volume and higher warranty reserves associated with the Company's 
newer products.
                                           
The Company's gross margin will continue to be affected by a variety of 
factors. In particular, until and unless the Company's sales volume 
increases, lower economies of scale will adversely affect gross margin.  The 
Company's gross margin on international sales, other than sales through 
Marubeni, is substantially the same as domestic sales.  Sales to Marubeni 
typically carry a lower gross margin as Marubeni is still primarily 
responsible for sales and support costs in Japan.  In addition, the Company 
has incurred additional research, development and engineering and marketing 
expenses primarily through the Company's Japanese subsidiary, Mattson 
Technology Center K.K. ("MTC").
                                           
Although the Company has not offered substantial discounts on its systems to 
date, particularly in light of the overall industry slowdown, the Company may 
face discounting pressures in the future which could adversely affect gross 
margins. The Company's reliance on outside vendors generally, and a sole or a 
limited group of suppliers in particular, involves several risks, including a 
potential inability to obtain an adequate supply of required components and 
reduced control over pricing and timely delivery of components.  Any 
inability to obtain adequate deliveries or any other circumstance that would 
require the Company to seek alternative sources of supply or to manufacture 
such components internally could delay the Company's ability to ship its 
systems and could have a material adverse effect on the Company, including an 
increase in the Company's cost of sales and therefore an adverse impact on 
gross margin.  In addition, new system introductions and enhancements may 
also have an adverse effect on gross margin due to the inefficiencies 
associated with manufacturing of new product lines.
                                           
RESEARCH, DEVELOPMENT AND ENGINEERING
                                           
Research, development and engineering expenses for the first quarter of 1997 
were $2.9 million, or 23% of net sales, as compared to $2.6 million, or 12%, 
for the first quarter of 1996.  The increase in expenses was primarily due to 
depreciation expense which increased to $0.3 million from $0.1 million for 
the first quarter of 1996. The increase in depreciation expense was due to 
additions of capital equipment for ongoing product development.  The increase 
in expense as a percentage of net sales was due to lower sales volume in the 
first quarter of 1997.  The Company believes that continued investment in 
research and development is critical to maintaining a strong technological 
position in the industry and therefore expects research and development 
expenses to continue to increase in the foreseeable future.
                                           
SELLING, GENERAL AND ADMINISTRATIVE
                                           
Selling, general and administrative expenses for the first quarter of 1997 
were $4.9 million, or 38% of net sales, as compared to $5.3 million, or 24%, 
for the first quarter of 1996.  The decrease in expenses was primarily due to 
commission expense which decreased to $0.4 million from $1.5 million in the 
first quarter of 1996, which was partially offset by salaries and payroll 
taxes which increased to $2.7 million from $1.9 million, principally as a 
result of additional personnel.  The increase in expense as a percentage of 
net sales was due to lower sales volume in the first quarter of 1997.
                                           
PROVISION FOR INCOME TAXES
                                           
The Company's expected annual tax rate was 33% and 36% in the first quarter 
of 1997 and 1996, respectively.  In the third quarter of 1996, the Company 
revised its expected annual tax rate from 36% to 33% which was principally a 
result of Congress's reinstatement of  the Research and Development credit, 
effective July 1, 1996. In addition, the expected annual tax rate of 33% in 
1997 and 1996 also reflects benefit derived from the Company's Foreign Sales 
Corporation.

                                     8

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
                                           
Net cash used in operations during the first three months of 1997 was $2.1 
million, compared to $0.9 million of net cash used in operations during the 
first three months of 1996.  Net cash used by operations during the first 
three months of 1997 was primarily attributable to the net loss of $0.6 
million and an increase in inventories of $2.3 million.

Net cash used in investing activities during the first three months of 1997 
was $4.3 million, compared to $12.3 million net cash provided by investing 
activities during the first three months of 1996. Investing activities during 
the first three months of 1997 consisted primarily of purchases and 
maturities of short-term investments and acquisition of fixed assets.
                                           
Net cash used in financing activities during the first three months of 1997 
was $2.0 million, compared to $0.1 million net cash provided by financing 
activities in the first three months of 1996.  Cash used in financing 
activities during the first three months of 1997 was primarily due to the 
Company's repurchase of 200,000 shares of Common Stock in the first quarter 
of 1997. The Board of Directors has authorized the Company to repurchase up 
to 500,000 shares of the Company's common stock of which 400,000 shares have 
been repurchased to date.

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

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


<PAGE>

                             PART II -- OTHER INFORMATION
     
ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K.

        (a)    Exhibits

               Exhibit 27 (Electronic filing only)
                                             
        (b)    Reports on Form 8-K
     
               None.
     
                                             
                                           
                                     10

<PAGE>

                                SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                           MATTSON TECHNOLOGY, INC.



Date:  May 14, 1997                          /s/ Richard S. Mora
                                      -----------------------------------
                                                 Richard S. Mora
                                            Vice President of Finance
                                           and Chief Financial Officer
                                        (as principal financial officer)
                                           and on behalf of Registrant)



                                       11