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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


   
                                 FORM 10-Q/A-1
    

(MARK ONE)

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

For the quarterly period ended December 31, 1996

                                       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 0-20470

                       Integrated Process Equipment Corp.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
         Delaware                                                                                77-0296222
<S>                                                                                   <C>
(State or other jurisdiction of incorporation or organization)                        (I.R.S. employer identification no.)

         911 Bern Court,  San Jose, California                                                                     95112
(Address of principal executive offices)
</TABLE>

Registrant's telephone number, including area code  (408) 436-2170


             Former name, former address and former fiscal year, if
                           changed since last report.

         Indicate by (X) 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

         As of February 12, 1997, 456,650 shares of Class A Common Stock and
14,776,522 shares of Common Stock of the registrant were outstanding.

                                EXPLANATORY NOTE
   
        This Quarterly Report on Form 10-Q/A-1 for the quarter ended December
31, 1996 is filed solely to add an exhibit to Item 6. The contents of the
Quarterly Report on Form 10-Q for the quarter ended December 31, 1996 (File No.
0-20470) are hereby incorporated by reference.
    

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ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

   
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<CAPTION>
<S>      <C>      <C>
         (a)      Exhibits

                  10.1     Lease Agreement between Seldin Properties and 
                           Integrated Process Equipment Corporation, dated
                           December 26, 1996.

                  10.2     Amendment to Loan Agreement between Wells Fargo
                           Bank and Integrated Process Equipment Corp.,
                           dated February 10, 1997.

         (b)      Reports on Form 8-K:

                  A report on Form 8-K was filed on December 30, 1996 reporting
                  (under Item 5) with respect to the issuance of $25 million of
                  newly issued Series C Convertible Preferred Stock and a
                  warrant to acquire up to 456,000 shares of the Registrant's
                  common stock.
</TABLE>
    

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SIGNATURES



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


   
Date: March 21, 1997                     INTEGRATED PROCESS EQUIPMENT CORP.
                                         AND SUBSIDIARIES
    


                                         By: /s/ John S. Hodgson
                                            ----------------------------------
                                            John S. Hodgson
                                            Vice President
                                            and Chief Financial Officer

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