<PAGE>

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

                                        FORM 10-Q

(Mark One)

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

For the quarterly period ended June 28, 1998

                                           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)

<TABLE>
<CAPTION>

DELAWARE                                                        77-0208119
(State or other jurisdiction of incorporation or organization)  (I.R.S. Employer Identification No.)
<S>                                                               <C>

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

                                    (510) 657-5900
                  (Registrant's telephone number, including area code)
</TABLE>
                                 ----------------------

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 August 6, 1998: 14,705,725

                                       1

<PAGE>

                           PART I -  FINANCIAL INFORMATION

1. FINANCIAL STATEMENTS

                              MATTSON TECHNOLOGY, INC.
                         CONDENSED CONSOLIDATED BALANCE SHEET
                                    (in thousands)
                                      (unaudited)

                                        ASSETS
<TABLE>
<CAPTION>
                                                            JUNE 28,                 DEC. 31,
                                                              1998                    1997
                                                              ----                    ----
<S>                                                  <C>                   <C>
Current assets:   
    Cash and cash equivalents                         $      29,773         $       25,583
    Short-term investments                                   10,545                  8,598
    Accounts receivable, net                                 11,572                 14,784
    Inventories                                              13,163                 19,068
    Deferred taxes                                            4,222                  4,222
    Prepaid expenses and other current assets                 1,621                  1,000
                                                      --------------          --------------
      Total current assets                                   70,896                 73,255
Property and equipment, net                                  10,388                 11,188
                                                      --------------          --------------
                                                      $      81,284         $       84,443
                                                      --------------          --------------
                                                      --------------          --------------

                         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                  $        2,076        $         3,349
    Accrued liabilities                                       14,246                 12,910
                                                      --------------          --------------
      Total current liabilities                               16,322                 16,259
                                                      --------------          --------------

Stockholders' equity:
    Common stock                                                  14                     14
    Additional paid in capital                                58,470                 57,418
    Retained earnings                                          9,652                 12,117
    Treasury stock                                            (2,912)                (1,075)
    Other                                                       (262)                  (290)
                                                      --------------          --------------
      Total stockholders' equity                              64,962                 68,184
                                                      --------------          --------------
                                                      $       81,284          $      84,443
                                                      --------------          --------------
                                                      --------------          --------------
</TABLE>

       See accompanying notes to condensed consolidated financial statements.

                                       2

<PAGE>

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

<TABLE>
<CAPTION>

                                                             THREE MONTHS ENDED                            SIX MONTHS ENDED 
                                                    -----------------------------------        -----------------------------------
                                                         JUNE 28,              JUNE 29,                JUNE 28,           JUNE 29,
                                                          1998                  1997                    1998               1997
                                                          ----                  ----                    ----               ----
<S>                                                  <C>                 <C>                   <C>                  <C>

Net sales                                             $       15,649      $      16,571         $       35,897        $     29,594
Cost of sales                                                  8,448              8,265                 19,621              14,723
                                                      --------------      --------------        --------------        ------------
  Gross profit                                                 7,201              8,306                 16,276              14,871
                                                      --------------      --------------        --------------        ------------
Operating expenses:     
  Research, development and engineering                        3,770              3,233                  8,272               6,177
  Selling, general and administrative                          5,643              5,401                 12,367              10,309
                                                      --------------      --------------        --------------        ------------
    Total operating expenses                                   9,413              8,634                 20,639              16,486
                                                      --------------      --------------        --------------        ------------
Income (loss) from operations                                 (2,212)              (328)                (4,363)             (1,615)
Interest and other income (expense), net                         508                410                    989                 847
                                                      --------------      --------------        --------------        ------------
Income (loss) before income taxes                             (1,704)                82                 (3,374)               (768)
Provision for (benefit from) income taxes                       (459)                27                   (909)               (255)
                                                      --------------      --------------        --------------        ------------
Net income (loss)                                     $       (1,245)     $          55         $       (2,465)       $       (513)
                                                      --------------      --------------        ---------------       ------------
                                                      --------------      --------------        ---------------       ------------
Net income (loss) per share:
    Basic                                             $        (0.09)     $        0.00         $        (0.17)       $      (0.04)
                                                      --------------      --------------        --------------        ------------
                                                      --------------      --------------        --------------        ------------
    Diluted                                           $        (0.09)     $        0.00         $        (0.17)       $      (0.04)
                                                      --------------      --------------        --------------        ------------
                                                      --------------      --------------        --------------        ------------
Weighted average shares outstanding:
    Basic                                                     14,474             14,019                 14,364              14,100
                                                      --------------      --------------        --------------        -------------
                                                      --------------      --------------        --------------        -------------
    Diluted                                                   14,474             15,004                 14,364              14,100
                                                      --------------      --------------        --------------        -------------
                                                      --------------      --------------        --------------        -------------

</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>
                                                                                                 SIX MONTHS ENDED
                                                                                                  ----------------
                                                                                     JUNE 28,                             JUNE 29,
                                                                                      1998                                 1997
                                                                                      ----                                 ----
<S>                                                                                 <C>                          <C>
Cash flows from operating activities:
    Net income                                                                       $     (2,465)                $        (513)
    Adjustments to reconcile net income  to
       net cash used in operating activities:
      Depreciation and amortization                                                         1,635                         1,383
Changes in assets and liabilities:   
         Accounts receivable                                                                3,211                        (2,435)
         Inventories                                                                        5,905                        (4,461) 
         Prepaid expenses and other current assets                                           (620)                         (243)
         Accounts payable                                                                  (1,273)                          838
         Accrued liabilities                                                                1,335                          (809)
                                                                                     -------------                --------------
      Net cash provided by (used in) operating activities                                   7,728                        (6,240)
                                                                                     -------------                --------------
Cash flows from investing activities:
    Acquisition of property and equipment                                                    (835)                       (1,354)
    Purchases of short-term investments                                                   (37,663)                      (11,846)
    Sales and maturities of short-term investments                                         35,732                        16,392
                                                                                     -------------                --------------
      Net cash provided by (used in) investing activities                                  (2,766)                        3,192
Cash flows from financing activities:                                                -------------                --------------
    Proceeds from the issuance of Common Stock, net                                         1,053                           898
    Purchase of Common Stock                                                               (1,837)                       (3,131)
                                                                                     -------------                --------------
      Net cash provided by (used in) financing activities                                    (784)                       (2,233)
                                                                                     -------------                --------------
Effect of exchange rate changes on cash and cash equivalents                                   12                           (42)
                                                                                     -------------                --------------
Net increase in cash and cash equivalents                                                   4,190                        (5,323)
Cash and cash equivalents, beginning of period                                             25,583                        21,547
                                                                                     -------------                --------------
Cash and cash equivalents, end of period                                             $     29,773                 $      16,224
                                                                                     -------------                --------------
                                                                                     -------------                --------------

</TABLE>

      See accompanying notes to condensed consolidated financial statements.

                                       4

<PAGE>

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

NOTE 1  BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

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

The financial statements should be read in conjunction with the audited 
financial statements included in the Company's Annual Report for the year 
ended December 31, 1997.

The results of operations for the three month and six month periods ended 
March 29, 1998 are not necessarily indicative of results that may be expected 
for the entire year ending December 31, 1998.

NOTE 2  BALANCE SHEET DETAIL (IN THOUSANDS):
<TABLE>
<CAPTION>

                                                                        JUNE  28,                   DEC. 31,
                                                                          1998                       1997
                                                                          ----                       ----
<S>                                                             <C>                           <C>
Inventories:
    Purchased parts and raw materials                             $        7,298                     7,648
    Work-in-process                                                        4,333                     7,606
    Finished goods                                                           928                     2,266
    Evaluation systems                                                       604                     1,548
                                                                  ---------------             ---------------
                                                                  $       13,163              $     19,068
                                                                  ---------------             ---------------
                                                                  ---------------             ---------------
Accrued liabilities:   
    Warranty reserve                                              $        5,190              $      4,756
    Accrued compensation and benefits                                      1,214                     2,199
    Income taxes                                                             828                     1,971
    Commissions                                                              703                     1,277
    Deferred income                                                        4,394                     1,598
    Other                                                                  1,917                     1,109
                                                                  ---------------             ---------------
                                                                  $       14,246              $     12,910
                                                                  ---------------             ---------------
                                                                  ---------------             ---------------
</TABLE>

NOTE 3  CERTAIN STOCK TRANSACTIONS

In March 1998, the Company announced that its Board of Directors had 
authorized the Company to repurchase during the next three years up to 
1,000,000 shares of the Company's Common Stock in the open market from time 
to time. As of August 5, 1998, 274,800 shares had been repurchased by the 
Company for approximately $1.9 million.  

NOTE 4  NEW ACCOUNTING PRONOUNCEMENT

As of January 1, 1998, the Company adopted Statement of Financial Accounting 
Standards No. 130 (SFAS 130), "Reporting Comprehensive Income".  SFAS 130 
establishes new rules for the reporting and display of comprehensive income 
and its components; however, the adoption of this Statement had no impact on 
the Company's net income or stockholders' equity.  SFAS 130 requires 
unrealized gains or losses on the Company's available for sale securities and 
foreign currency translation adjustments, which prior to adoption were 
reported

                                       5

<PAGE>

separately in stockholders' equity, to be included in other comprehensive 
income.  Prior year financial statements have been reclassified to conform to 
the requirements of SFAS 130.

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

<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                                    ---------------------             ---------------------
(in thousands)                                                    JUNE 28,         JUNE 29,         JUNE 28,         JUNE 29,
                                                                    1998             1997             1998             1997
                                                                    ----             ----             ----             ----
<S>                                                            <C>               <C>
Net income (loss)                                               $  (1,245)       $      55        $  (2,465)       $    (513)
Unrealized gain (loss) on investments                                  21               17               21              (23)
Foreign currency translation adjustments                              (16)             (11)               6              (22)
                                                                ----------       ----------       ----------       ----------

Comprehensive income (loss)                                     $  (1,240)       $      61        $  (2,438)       $    (558)
                                                                ----------       ----------       ----------       ----------
                                                                ----------       ----------       ----------       ----------
</TABLE>

The components of accumulated other comprehensive income, net of related tax
are as follows:

<TABLE>
<CAPTION>

                                                                    June 28,                         Dec. 31,
(in thousands)                                                       1998                              1997
                                                                     ----                              ----
<S>                                                            <C>                            <C>
Unrealized gain (loss) on investments                           $            16                $              - 
Cumulative translation adjustments                                         (278)                           (290)
                                                                ----------------               -----------------
                                                                $          (262)               $           (290)
                                                                ----------------               -----------------
                                                                ----------------               -----------------
</TABLE>

NOTE 5 NET INCOME (LOSS) PER SHARE

The Company has adopted Financial Accounting Standards Board (FASB) Statement 
128 effective with the quarter and year ended December 31, 1997. All earnings 
per share data has been restated to reflect the FASB 128 method of 
computation. FASB 128 requires dual presentation of basic and diluted 
earnings per share (EPS) on the face of the income statement. Basic EPS is 
computed by dividing income available to common stockholders (numerator) by 
the weighted average number of common shares outstanding (denominator) for 
the period. Diluted EPS gives effect to all dilutive potential common shares 
outstanding during the period. The computation of diluted EPS uses the 
average market prices during the period.

During the six months ended June 28, 1998 and June 29, 1997 there were no 
differences between the numerators used for the basic and diluted EPS 
calculations. There were differences in the denominators in the period ending 
June 29, 1997 because of the effect of including stock options. Total stock 
options outstanding at June 28, 1998 and June 29, 1997 were 2,558,147 and 
2,872,691, respectively.

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

OVERVIEW

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

The Company has experienced a loss in the current quarter and does not expect 
to return to profitability before the quarter ending December 31, 1998.  The 
cyclicality and uncertainties regarding overall market conditions continue to 
present significant challenges to the Company and may continue to have a 
significant adverse impact on the Company's ability to forecast near term 
revenue expectations.  The ability of the Company to modify its operations in 
response to short term changes in market conditions is limited.  The extent 
and duration of the continued reduction in capital spending in the 
semiconductor industry and the ultimate impact on the Company and its results 
of operations and financial condition cannot be precisely predicted.  

The Company continues to have "pushouts" of orders from Asian customers.  In 
response to the expected lower revenues in the third quarter of 1998, the 
Company has continued its cost control measures outlined in the Company's 
Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 1998. 
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.
                                       6
<PAGE>
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.  

On July 24, 1998 the Company completed its acquisition of Concept Systems 
Design, Inc. ("Concept"), a supplier of epitaxial (EPI) systems. The 
transaction was achieved through the merger of a wholly-owned subsidiary of 
Mattson with and into Concept. In connection with the merger, Mattson issued 
795,138 shares of Mattson Common Stock to the former shareholders of Concept. 
The Concept Shareholders also may acquire up to 547,569 additional shares of 
Mattson Common Stock in connection with the merger if certain conditions are 
met prior to the end of the first twenty-four full calendar months following 
the closing of the transaction. The transaction will be accounted for as a 
purchase.  The acquisition will result in a significant write-off on 
in-process research and development expenses in the third quarter of 1998 and 
amortization of goodwill over future periods.

FORWARD LOOKING STATEMENTS

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

                                       7

<PAGE>

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED                   SIX MONTHS ENDED
                                                                  ------------------                  ------------------
<S>                                                            <C>               <C>               <C>               <C>
                                                               JUNE 28,          JUNE 29,          JUNE 28,          JUNE 29, 
                                                                1998              1997              1998              1997
                                                                ----              ----              ----              ----
Net sales                                                       100%              100%              100%              100%
Cost of sales                                                    54%               50%               55%               50%
                                                                ----              ----              ----              ----
    Gross margin                                                 46%               50%               45%               50%
                                                                ----              ----              ----              ----
Operating expenses:   
    Research, development and engineering                        24%               20%               23%               21%
    Selling, general and administrative                          36%               33%               35%               35%
      Total operating expenses                                   60%               52%               58%               56%
Income (loss) from operations                                   (14%)              (2%)             (12%)              (6%)
Income (loss) before income taxes                               (11%)               1%               (9%)              (3%)
Net income (loss)                                                (8%)               0%               (7%)              (2%)

</TABLE>

NET SALES

Net sales for the second quarter of 1998 decreased 6% to $15.7 million from 
$16.6 million for the second quarter of 1997. The quarterly decrease in sales 
reflects an 8% decrease in unit sales for the second quarter of 1998 compared 
to the second quarter of 1997.  Sales in the second quarter consist 
principally of single and dual chamber Aspen Strip systems.   Net sales for 
the first six months of 1998 increased 21% to $35.9 million from $29.6 
million for first six months of 1997.  The increase in sales reflects a 13% 
increase in unit sales for the first six months of 1998 compared to the first 
six months of 1997.

Second quarter 1998 bookings were $5.1 million, a decrease of 71% compared to 
bookings of $17.5 million in the second quarter of 1997, resulting in a book 
to bill ratio of 0.3 to 1.0 in the second quarter of 1998. This decrease was 
due principally to the general industry slowdown caused by the reduced 
capital spending in the semiconductor industry.

Average selling prices (ASP's) increased 1% for the second quarter of 1998 
compared to the second quarter of 1997. ASP's increased 5% for the first six 
months of 1998 compared to the first six months of 1997. The increases were 
primarily a result of the proportionate increase in sales between Aspen Strip 
dual chamber systems compared to Aspen Strip single chamber systems which 
were partially offset by a decrease in Lite Etch unit sales.

International sales, which are to customers based in Europe, Japan and the 
Pacific Rim (which includes Taiwan, Singapore and Korea), accounted for 79% 
and 61% of net sales for the second quarter of 1998 and 1997, respectively. 
International sales for the first six months of 1998 and 1997 were 74% and  
56% of net sales, 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 1998 total net sales.

                                       8

<PAGE>

GROSS MARGIN

The Company's gross margin for the second quarter of 1998 decreased to 46% 
from 50% for the second quarter of 1997, and for the first six months of 1998 
decreased to 45% from 50% for the first six months of 1997. The decrease in 
margins was principally due unfavorable manufacturing volume variances. 
Excess finished goods inventory at the end of the fourth quarter of 1997 
required a reduction in first and second quarter production causing 
unfavorable overhead and material burdens.  Margins were also affected by 
pricing pressure in Taiwan and Japan.

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

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

RESEARCH, DEVELOPMENT AND ENGINEERING

Research, development and engineering expenses for the second quarter of 1998 
were $3.8 million, or 24% of net sales, as compared to $3.2 million, or 20%, 
for the second quarter of 1997. The increase in expenses for the second 
quarter of 1998 was primarily due to engineering materials, which increased 
to $0.9 million for the second quarter of 1998 from $0.4 million for the 
second quarter of 1997. Research, development and engineering expenses for 
the first six months of 1998 were $8.3 million, or 23% of net sales, as 
compared to $6.2 million, or 21%, for the first six months of 1997. The 
increase in expenses for the first six months of 1998 was primarily due to 
salaries and related expenses which increased to $4.5 million for the first 
six months of 1998 from $3.8 million in the first six months of 1997 and from 
engineering materials which increased to $1.9 million in the first six months 
of 1998 from $0.9 million in the first six months of 1997.  The Company 
believes that continued investment in research and development, including its 
multi-product strategy and its 300mm development program, is critical to 
maintaining a strong technological position in the industry.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expenses for the second quarter of 1998 
were $5.6 million, or 36% of net sales, as compared to $5.4 million, or 33%, 
for the second quarter of 1997. Selling, general and administrative expenses 
for the first six months of 1998 were $12.4 million, or 35% of net sales, as 
compared to $10.3 million, or 35%, for the first six months of 1997. The 
increase in expenses for the first six months of 1998 compared to the first  
six months of 1997 was due to salary and related expenses which increased to 
$7.9 million for the first six months of 1998 from $6.5 million for the first 
six months of 1997, building and utilities which increased to $1.3 million 
for the first six months of 1998 from $0.9 million for the first six months 
of 1997 and travel and entertainment expenses which increased to $1.5 million 
in the first six months of 1998 from $1.2 million in the first six months of 
1997.  Salary and related expenses increased principally as a result of 
higher quarterly average headcount and the costs associated with the 
reduction in force while building and utilities costs increased primarily as 
a result of the lease of an additional 100,000 square feet of office space to
expand its headquarters in Fremont, California.

                                       9

<PAGE>

PROVISION FOR INCOME TAXES

The Company's expected annual tax rate was 27% in the first  two quarters of 
1998.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operations during the first six months of 1998 was $7.7 
million, compared to $6.2 million of net cash used in operations during the 
first six months of 1997.  Net cash provided by operations during the first 
six months of 1998 was primarily attributable to a decrease in accounts 
receivable of $3.2 million and a decrease in inventories of $5.9 million.

The Board of Directors has authorized the Company to repurchase up to 
1,000,000 shares of the Company's Common Stock, of which 274,800 shares have 
been repurchased by the Company as of August 5, 1998 for approximately 1.9 
million.

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. 

SUBSEQUENT EVENT: MERGER WITH CONCEPT SYSTEMS DESIGN

On July 24, 1998 the Company completed its acquisition of Concept. The 
transaction was achieved through the merger of a wholly-owned subsidiary of 
the Company with and into Concept. In connection with the merger, the Company 
issued 795,138 shares of common stock to the Concept Shareholders. The 
Concept Shareholders also may acquire up to 547,569 additional shares of the 
Company's common stock in connection with the merger if certain conditions 
are met prior to the end of the first twenty-four full calendar months 
following the closing of the transaction. The merger has been accounted for 
as a purchase. 

                                       10

<PAGE>

                               PART II -  OTHER INFORMATION

ITEM 5. OTHER INFORMATION.

        None

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

        (a) Exhibits

            Exhibit 27 (Electronic filing only)

        (b) Reports on Form 8-K

            None.

                                     11

<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: August 12, 1998                            /s/ Richard S. Mora
                                                 --------------------------
                                                       Richard S. Mora
                                                 Vice President of Finance
                                                 and Chief Financial Officer
                                                (as principal financial officer
                                                 and on behalf of Registrant)



                                       12