================================================================================
     As filed with the Securities and Exchange Commission on April 1, 2002

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-K

[X]  Annual  report  pursuant  to Section 13 or 15(d) of the Securities Exchange
     Act  of  1934  for  the  fiscal  year  ended  DECEMBER  31,  2001
                                                   -------------------

                                       OR

[ ]  Transition  report  pursuant  to  Section  13 or 15(d) of the Securities
     Exchange  Act  of  1934

                          Commission File No. 0-17139
                                              -------

                                   GENUS, INC.
             (Exact name of registrant as specified in its charter)

          CALIFORNIA                                        94-2790804
 (State or other jurisdiction of                         (I.R.S. Employer
  incorporation or organization)                      Identification Number)

    1139 KARLSTAD DRIVE, SUNNYVALE, CA                      94089
   (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code (408) 747-7120
                                                   --------------
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, no par
value

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
                                             ---

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K  is  not contained herein, and will not be contained, to the
best  of  Registrant's  knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form  10-K.  [ ]

The  aggregate  market  value  of the voting stock held by non-affiliates of the
Registrant,  based  upon  the closing sale price of the common stock on February
28,  2002  in  the  over-the-counter  market  as reported by the Nasdaq National
Market,  was  approximately  $78.6  million. Shares of common stock held by each
officer  and  director and by each person who owns 5% or more of the outstanding
voting  stock  have  been  excluded  in  that  such  persons may be deemed to be
affiliates.  This  determination  of  affiliate  status  is  not  necessarily  a
conclusive  determination  for  other  purposes.

As  of  February  28,  2002,  Registrant  had  26,287,803 shares of common stock
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE
Parts  of  the  following  document are incorporated by reference in Part III of
this  Form  10-K Report: Proxy Statement for Registrant's 2002 Annual Meeting of
Shareholders  -  Items  10,  11,  12  and  13.
================================================================================


<PAGE>
<TABLE>
<CAPTION>
                                      TABLE OF CONTENTS


<S>         <C>                                                                         <C>
PART I.                                                                                 PAGE
  Item 1.   Business                                                                       3
  Item 2.   Properties                                                                    14
  Item 3.   Legal Proceeding                                                              14
  Item 4.   Submission of Matters to a Vote of Security Holders                           15

PART II.
  Item 5.   Market for the Registrant's Common Equity and Related Stockholder Matters     16
  Item 6.   Selected Financial Data                                                       17
  Item 7.   Management's Discussion and Analysis of Financial Condition and Results of
            Operations                                                                    18
  Item 7A.  Quantitative and Qualitative Disclosures About Market Risk                    33
  Item 8.   Consolidated Financial Statements and Supplementary Data                      33
  Item 9.   Changes in and Disagreements with Accountants on Accounting and
            Financial Disclosure                                                          35

PART III.
  Item 10.  Directors and Executive Officers of the Registrant                            36
  Item 11.  Executive Compensation                                                        37
  Item 12.  Security Ownership of Certain Beneficial Owners and Management                38
  Item 13.  Certain Relationships and Related Transactions                                38

PART IV.
  Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K               39
</TABLE>

SIGNATURES
EXHIBITS
INDEX


                                        2
<PAGE>
PART I

ITEM 1.  BUSINESS

OVERVIEW

     Since  1982,  we  have been supplying advanced manufacturing systems to the
semiconductor  industry  worldwide.  Major  semiconductor  manufacturers use our
leading-edge  thin  film  deposition equipment and process technology to produce
integrated circuits, commonly called chips, that are incorporated into a variety
of products, including personal computers, communications equipment and consumer
electronics.  We  pioneered  the  development of chemical vapor deposition (CVD)
tungsten silicide, which is used in certain critical steps in the manufacture of
integrated  circuits. In addition, today we are leading the commercialization of
atomic  layer  deposition,  also  known  as  ALD  technology. This technology is
designed  to  enable  a wide spectrum of thin film applications such as aluminum
oxide,  hafnium  oxide  and  other advanced dielectric insulating and conducting
materials  for  advanced  integrated  circuit  manufacturing.

     We  have  implemented a strategy of targeting non-semiconductor markets, as
we  are  confident  that  our developed films can serve multiple applications in
both semiconductors and non-semiconductor segments. In addition to expanding our
total  available  market,  this  strategy  of  diversifying our customer base is
intended  to  gain  us  some  protection  against  cyclical  downturns  in  the
semiconductor  industry.  We  think  our  emerging  ALD  technology  will  prove
effective  in  expanding  and  diversifying  our  customer  base.

     We  continue  to  develop  enabling thin film technology that addresses the
scaling  challenges  facing  the  semiconductor  industry  relating  to gate and
capacitor  materials.  The  International  Technology Roadmap for Semiconductors
(ITRS)  has  labeled  these challenges as "red zones" because there are no known
solutions  that  allow  for  further  reduction  in  feature  sizes and improved
performance.  Our  innovative  thin  film  technology  solutions are designed to
enable  chip  manufacturers  to  simplify  and  advance their integrated circuit
production processes and lower their total cost of manufacturing per chip, known
as  cost  of  ownership.

     As it is in the semiconductor industry, non-semiconductor business segments
have scaling initiatives as well.  For example, the making of thin film magnetic
heads  in  the  data  storage industry has scaling requirements analogous to the
scaling  trends in semiconductors.  A key part of our business strategy includes
providing  enabling  thin  film  solutions  for  non-semiconductor applications.

     We  provide  a  production-proven  platform  that  is  used  for  both  the
development  and  volume  production  of  new  thin  films in integrated circuit
manufacturing.  This  platform  is  based  on  a  common architecture and a high
percentage  of common parts that are designed to provide manufacturers with high
reliability  and  low  cost  of  ownership  across  a  wide  range  of thin film
deposition  applications. The modular design of our system permits manufacturers
to  add  capacity and to service their manufacturing systems easily. In addition
to  the  modular  platform  architecture,  our  systems  operate on standardized
software  that  is  designed  to  support  a  wide range of thin film deposition
processes.  Furthermore,  our  patented process chamber design incorporated into
our flagship LYNX product family can be configured for chemical vapor deposition
(CVD),  plasma enhanced CVD, and ALD with minimal changes to the chamber design.

     Our  global  customer  base  consists of semiconductor manufacturers in the
United  States,  Europe  and  Asia.  Our current customers include semiconductor
manufacturers  such  as  Infineon Technologies, Micron Technology, Inc., NEC and
Samsung  Electronics  Company,  Ltd.  and  non-semiconductor  customers  such as
Read-Rite  Corporation,  which  is  an  independent  manufacturer  of  magnetic
recording  heads  for hard disk drives and a recognized technology leader in the
data  storage  industry.


                                        3
<PAGE>
INDUSTRY  BACKGROUND

     The manufacture of a chip requires a number of complex steps and processes.
Most  integrated  circuits  are  built on a base of silicon, called a wafer, and
consist  of  two  main structures. The lower structure is made up of components,
typically  transistors  or  capacitors,  and the upper structure consists of the
circuitry  that connects the components. Building an integrated circuit requires
the  deposition of a series of film layers, which may be conductors, dielectrics
(insulators),  or  semiconductors.  The  overall  growth  of  the  semiconductor
industry  and  the  increasing  complexity  of  integrated  circuits have led to
increasing  demand  for  advanced  semiconductor  equipment.  Although  the
semiconductor  industry  has grown over 30 years with an average compound annual
growth rate (CAGR) of 15%, it is prone to cyclic variations. Typically there are
periods  of  high demand followed by periods of low demand. Each cycle is one to
three  years  of  high growth and one to three years of low growth. Currently we
are  witnessing  the  biggest  recession in the history of the semiconductor and
semiconductor  equipment  industries.  VLSI  Research,  an  independent research
company specializing in the high technology industry, estimates that bookings in
the  semiconductor  equipment industries in 2001 declined by around 71% compared
to the prior year and industry shipments in 2001 were down 38% compared to 2000.
Additionally,  VLSI  expects  2002  shipments  to  be  down 5% compared to 2001.

INDUSTRY  DRIVERS:  LOWERING  THE  COST  PER FUNCTION AND INCREASING PERFORMANCE

      The growth of computer markets and the emergence and growth of new markets
such  as  wireless  communications  and  digital  consumer  electronics  have
contributed to growth in the semiconductor industry. This increase also has been
fueled  by  the semiconductor industry's ability to supply increasingly complex,
higher  performance  integrated  circuits,  while continuing to reduce cost. The
increasing  complexity of integrated circuits and the accompanying reductions in
feature  size  require  more advanced and expensive wafer fabrication equipment,
which  can  increase  the average cost of advanced wafer fabrication facilities.
Technological  advances  in  semiconductor  manufacturing  equipment  have
historically enabled integrated circuit manufacturers to lower cost per function
and  improve  performance  dramatically  by:

     -    reducing  feature  size of integrated circuits and the introduction of
          new  materials  with  scaled  dimensions;
     -    increasing  the  wafer  size;
     -    increasing  manufacturing  yields;  and
     -    improving  the  utilization  of  wafer  fabrication  equipment.

REDUCING  FEATURE  SIZES  AND  ADDING  NEW  ENABLING  THIN  FILMS

     Smaller  feature  sizes  allow  more  circuits  to  fit on one wafer. These
reductions have contributed significantly to reducing the manufacturing cost per
chip.  The semiconductor industry is driven by performance (mainly the increased
speed  for  logic  and  memory  signals)  and increased chip density (mainly the
increased  density  of  memory and logic capacity). In addition to the continued
reduction  in  feature  sizes,  there  is  a  paradigm  shift for the use of new
materials  to  improve  performance  of  integrated  circuits. New materials are
required  for  gate,  capacitor and interconnect application segments within the
semiconductor  manufacturing  process.  The  adoption  of new types of thin film
conducting  and  insulating  materials  will  accelerate the trend toward higher
levels  of  semiconductor  performance  and  integration  while  maintaining the
historic  trend  of  reduction  of  cost  per  function.

LARGER  WAFER  SIZES

     By  increasing the wafer size, integrated circuit manufacturers can produce
more circuits per wafer, thus reducing the overall manufacturing costs per chip.
Leading-edge  wafer  fabrication  lines  are currently using 200-millimeter (mm)
wafers,  up from the 100mm wafers used ten to fifteen years ago. Currently, many
integrated  circuit  makers  have  commenced  pilot production lines using 300mm
wafers.  We  believe  that  most  major  manufacturers will add 300mm production
capabilities  within  the  next  one  to  four  years.


                                        4
<PAGE>
HIGHER  MANUFACTURING  YIELDS

     In  the last fifteen years, manufacturing yields, or the percentage of good
integrated  circuits  per wafer, have increased substantially, while the time to
reach  maximum  yield  levels  during  a  production  lifecycle  has  decreased
significantly.  As  the  complexity  of  chips  increases,  manufacturers  must
continually  reduce  defect  density  to  obtain  higher  yields.

IMPROVED  EQUIPMENT  UTILIZATION  AND  INTRODUCING  NEW  EQUIPMENT ARCHITECTURES

     The  utilization  of  semiconductor manufacturing lines has improved in the
last  ten  years. Manufacturing lines now operate continuously. In addition, new
architectures  of  production equipment are being explored that allow for higher
throughputs, better reliability, high quality, and low overall cost-of-ownership
as  measured  by  the  total  cost  to process each wafer through the equipment.

     While  these  production techniques are important for reducing the cost per
function  of  chips,  we believe that the most beneficial production solution is
likely to combine feature size reduction and the use of new thin film materials.

RED ZONE CHALLENGES FACING THE SEMICONDUCTOR INDUSTRY

     The semiconductor industry is driven by the need for higher performance and
greater  chip  density  as  measured by an increasing number of functions on the
chip. The semiconductor industry has historically been able to double the number
of  transistors  on  a  given space of silicon every 18 to 24 months by reducing
feature  sizes.  However,  as the industry approaches feature size dimensions of
0.13  micron  and  below,  the  industry  will  face  significant challenges and
roadblocks  pertaining  to  improving  device  performance  and  feature  size
reduction.  The  International  Technology  Roadmap has labeled these challenges
"red zones" for Semiconductors because there are no known solutions to allow for
further  reduction  in  feature  sizes and improved performance. It is estimated
that  semiconductor  manufacturers  need  approximately  two  to  four  years to
research,  develop  and commercially produce a new type of chip. Accordingly, we
expect  semiconductor  manufacturers  to  begin  their  research and development
activities as well as capital purchases to support those activities at least two
years  before  producing  a  new  chip.

     As part of its strategy to solve the challenges posed by the red zones, the
semiconductor  industry is moving towards the use of ultra-thin dielectrics with
high  insulating  capabilities  for  gate  dielectrics and capacitors as well as
ultra-thin metal barriers for copper-based interconnect processes. Emerging thin
films  with  high  dielectric  capabilities  for gate and capacitor applications
include metal oxides such as aluminum oxide. In these ultra-thin dielectric film
applications,  the  thickness  and  quality  must be highly controlled while the
films  need  to be deposited in a high-volume, cost-effective manner. Ultra-thin
metal  nitride  barrier  films,  such as those made of tungsten nitride, must be
developed  to  support  copper-based  interconnect schemes. Reduction of feature
size  requires innovations in new types of thin film deposition technologies and
equipment  to  deposit  new  films.

THE  GENUS  SOLUTION

     We  are  an  innovative  supplier  of  thin  film  deposition  equipment to
semiconductor  and non-semiconductor manufacturers and are focused on developing
enabling  thin  film  technology to solve the challenges posed by the red zones.
Our  patented  multi-purpose process chamber serves as the foundation for all of
our  current products. Our products are designed to deliver high throughput, low
cost  of  ownership  and  quick  time  to  market,  enhancing  the  ability  of
manufacturers to achieve productivity gains. We support our innovative thin film
deposition  systems  with  a  focused  level  of  customer  service.


                                        5
<PAGE>
INNOVATIVE THIN FILM SOLUTIONS

     Our  systems  and  processes  are  designed to provide innovative thin film
solutions that address technical and manufacturing problems of the semiconductor
industry.  We  provide  our  customers  with  advanced systems and processes for
depositing  thin  films  such  as  CVD  tungsten silicide, tungsten nitride, and
blanket tungsten, and ALD films such as aluminum oxide, tantalum oxide, titanium
oxide,  zirconium  oxide,  hafnium oxide, titanium nitride and tungsten nitride.
These  innovative  thin films solve certain key device and interconnect problems
faced by semiconductor manufacturers as they scale their device geometries below
0.13  micron.

VERSATILE  PRODUCTION  PLATFORM

     Our  LNYX  series  of  systems  is  based  on a common outsourced, reliable
wafer-handling  robotic  platform.  The LNYX systems are designed to be flexible
and  can  be  configured  for multiple deposition processes, such as CVD, plasma
enhanced  CVD  and  ALD.  Our  LNYX  systems  offer  the  following  advantages:

     -    a  production-proven  platform  which  allows  for  easier  and faster

          migration  from  research  and  development  to  production;

     -    a platform based upon a large number of standardized parts used across

          our  systems  to  enhance  reliability;  and

     -    a  modular  design  that  allows  for  simplified  service.

     In  addition,  all  of  our  systems  are  designed  with  a graphical user
interface  that  automates  tasks  and  allows  for comprehensive viewing of the
real-time  status  of  the systems. Our software supports our customers' process
development  needs with the ability to run a different set of processes for each
wafer.

LOW  COST  OF  OWNERSHIP

     Our  LNYX  series  equipment  offers  low  cost  of  ownership by featuring
multiple  deposition  processes  capabilities, production-proven process chamber
design,  advanced  software  architecture  and reliable wafer handling. Based on
feedback  from  our  installed  customer  base,  we estimate that our production
systems  consistently  achieve  greater than 90% availability, and that the mean
time between failures of our system is greater than 300 hours.  In addition, our
customers  have confirmed that we offer among the lowest costs of operation.  We
are  committed  to  improving  these  results;  achieving  these  same levels of
performance  or  better  with  our  new  thin  film  products.

CUSTOMER  SUPPORT

     We  believe we deliver superior customer support and service to enhance our
long-term  customer relationships. We maintain an international customer support
infrastructure  with  fully  staffed customer support facilities in Japan, Korea
and  the  United States. We provide training for two customer engineers with all
of  our  equipment  installations  as  well as 24 hours a day, seven days a week
product support. We offer warranties consisting of a two-year parts warranty and
a  one-year  labor  warranty.

MARKETS  AND  APPLICATIONS

     In  2001,  we  continued  to  expand  our  product  line with new films and
applications that allow us to serve broader markets. In 1999, Genus had tungsten
silicide and tungsten nitride for gate and barrier applications and we were just
introducing  ALD  technology.  As  we turn into 2002, we have tungsten silicide,
tungsten  nitride  and blanket tungsten by conventional CVD, and aluminum oxide,


                                        6
<PAGE>
tantalum  oxide,  titanium  oxide,  hafnium oxide and zirconium oxide as well as
titanium  nitride  and  tungsten  nitride  by  ALD.  In  addition, Genus has the
demonstrated capability to integrate these ALD films as alloys and nanolaminates
(layered structures) for the engineering of specialized capabilities on its LNYX
series  platforms.  These  10  films  serve  the  Company  for  applications  in
semiconductors  for  gate,  capacitor  and  interconnect,  as  well  as
non-semiconductor  applications  (e.g.,  in  particular, aluminum oxide for thin
film  magnetic  heads  of  hard  disk  drives). In the near term, our key target
applications  are gate and capacitor for semiconductors; and ALD dielectrics for
gap  applications  in  thin  film  heads.

     By  focusing on a broader set of film markets, we believe we can reduce our
dependence  on  the volatile dynamic-random-access memory (DRAM) market, as well
as  benefit from participation in the logic segment and non-semiconductor market
opportunities.  In  summary,  we  are  now participating in semiconductor memory
with  gate and capacitor films, in semiconductor logic with advanced gate films,
and in non-semiconductor gap dielectrics for thin film magnetic heads.  We moved
from  solely  memory  applications  to this level of diversification in the last
three  years.

     We  focus  on  the  following  thin  film  market  segments:

CVD SILICIDE AND METAL, AND ALD DIELECTRICS AND METAL BARRIERS FOR GATE STACK
FILMS

     CVD  tungsten  silicide  is used to reduce the electrical resistance of the
gate  material in a transistor device structure. Our tungsten silicide gate thin
films  are  used in DRAM integrated circuit production. In the future, we expect
the  tungsten  gate  material  to  migrate  from  tungsten  silicide  to the low
resistance  tungsten  gate  films,  such as Rapid integrated gate (RinG) that we
have developed and beyond that to use various metal barrier films in combination
with  high-k  dielectrics.

     Capacitor  films

     Genus  is  commercializing  its  ALD  technology  with  the  application to
advanced  capacitors.  These include: cylinder ("stacked"), trench, embedded, rf
and  decoupling  capacitor  applications.  Genus  is  in beta phase with several
applications  and customers using both ALD dielectric and metal electrode films.
The state of the art has been advanced due to high conformality and high quality
Genus  ALD  films. The opportunity to increase the number of beta sites and move
to  pilot  production  exists.

     Barrier  metal  interconnect  thin  films

     We are currently commercializing new thin film CVD barrier metal films such
as  tungsten  nitride.  CVD tungsten nitride has better film characteristics and
can  more  uniformly  cover  device  structures than conventional physical vapor
deposition  barrier  thin  films  such  as  titanium  nitride. We expect our CVD
tungsten  nitride  barrier thin films to have applications in multi-layer copper
interconnect  processes.

     Non-semiconductor  films

     Genus  has  developed  a market for its ALD films in the thin film magnetic
head  (reader)  market. This market developed because of a production ready-made
solution  that  the  Genus  ALD  dielectrics  provide for the scaling of the gap
dielectrics.  The  market is scaling to thinner films, ideally suited to the ALD
approach.     Other  non-semiconductor  markets  are  targeted,  these  include:
Magnetic  Random  Access Memory (MRAM). Optical interconnects / filters, Organic
Light  Emiting  Diodes (OLEDs), Microelectromechanical Systems (MEMS), and photo
masks,  in  fact  anywhere  that  film uniformity and conformality are enabling.
However,  it  is too early to predict timing of the penetration in many of these
markets.

PRODUCTS  AND  TECHNOLOGY

     We  have developed our product strategy around the LYNX system concept. The
LYNX  system  integrates  platform  and  process  modules  with our standardized
operating  software.  The  LYNX system refers specifically to the vacuum robotic


                                        7
<PAGE>
wafer  handler  and its wafer controlling software. The LYNX process modules are
generically  appropriate  for  CVD,  plasma  enhanced  CVD and ALD technologies.

     All  of  our  current  thin film systems are built on a common platform and
marketed  in  the  context  of the LYNX series. Each LYNX product includes wafer
handling robotics, dual load locks, control electronics and system software. The
LYNX  system  can  be used for the deposition of advanced dielectrics and copper
ultra-thin  barrier  seed.  The  LYNX  product line addresses both 200 and 300mm
wafer  sizes  and  is  designed  for  the  deposition of the following thin film
applications:

     CVD  --

     -    tungsten  silicide-monosilane

     -    tungsten  silicide-dichlorosilane

     -    tungsten  nitride

     -    tungsten

     ALD  --

     -    aluminum  oxide

     -    advanced metal oxides (e.g., tantalum oxide, titanium oxide, zirconium
          oxide,  hafnium  oxide)

     -    nanolaminates  and  alloys

     -    metal  films  (e.g.,  titanium  nitride  and  tungsten  nitride)

LYNX  Series

     LYNX2(R).  Manufacturers  of  advanced  DRAM devices of 0.35 to 0.18 micron
currently  use  the LYNX2(R) system in production. LYNX2(R) systems support over
150  process  modules in high volume production. Production availability for the
LYNX2(R)system  runs  from 90-95%. LYNX2(R) platforms are also used for customer
development and pilot manufacturing for more advanced semiconductor applications
below  0.18  micron.  The  LYNX2(R)features  a  wafer-handling  platform that is
compatible  with the Modular Equipment Standards Committee (MESC). This platform
uses  a  centrally  located,  dual-end  effectors  robot  for  high  throughput
operation.  The system is controlled by a graphical user interface that provides
the operator with real-time information such as recipe, set points, and hardware
status  and  service  features.  The  modular  design  of the LYNX2(R)allows the
addition  of  up  to  four  process  modules,  which  can  be run serially or in
parallel.  The LYNX2(R) process module design also offers a multi-zone resistive
heater  for  more  uniform wafer heating, two-zone showerheads for improved film
composition uniformity and a state-of-the-art gas delivery system that minimizes
chamber-to-chamber  variance.  In  the  case of ALD, fast gas switching has been
developed  for  high  productivity  ALD.

     LYNX3(TM).  We  introduced the LYNX3(TM) in January 1999 as our first 300mm
low  pressure  CVD process module in a beta system. The LYNX3(TM) process module
is  based on a newly developed and patented process chamber concept that results
in  exceptional uniformity. The LYNX3(TM) is designed to run all films currently
supported  by  the  LYNX2(R), as well as all films currently in development. The
LYNX3(TM)  system supports up to five process modules, which can be run serially
or  in  parallel.  Also, we have developed an advanced version of the LYNX3(TM),
which  is designed to be a "bridge tool", capable of running either 200 or 300mm
wafers.

     The range of thin films that can be deposited using the LYNX product family
include:

     -    ALD  Dielectrics.  In  July 1999, we announced the availability of ALD
          aluminum  oxide.  ALD  has  many  possible  applications  in  the
          semiconductor market including as a high dielectric constant oxide for
          either  capacitors  or  for  gate  dielectrics,  as  an  etch stop for
          advanced  structures,  or  for  hard  mask applications. We made other
          advanced  ALD  dielectrics  available during 2000 and 2001. We believe


                                        8
<PAGE>
          that  our  ALD  aluminum  oxide-based  technology  will find near-term
          opportunities in the DRAM capacitor application. Other ALD dielectrics
          will  find  longer-term  applications  in  both  capacitor  and  gate
          dielectric  structures.

     -    ALD Metal Films. Metal films have been developed and offer application
          for  metal  gate (work function control as well as barrier), capacitor
          electrodes,  contact  and  interconnect barriers. The applications are
          current  in  the case of capacitor electrodes and contact barrier. For
          interconnects  they  will  likely  come  to  be  needed below the 90mm
          feature  size,  where  barrier  film  thickness  decrease  below  100
          angstroms.  Somewhat  beyond  2005, there will be an interest in these
          barriers  for  metal  gate  electrodes.

     -    Tungsten  Silicide.  In  addition  to  our  mainstream  production
          silane-based  tungsten  silicide  film,  we  offer  dichlorosilane LRS
          silicide,  a  low  resistivity, low stress CVD tungsten silicide. DRAM
          manufacturers  can  use LRS tungsten silicide for increased yields and
          faster  device  speeds.

     -    Rapid  Integrated  Gate.  We  introduced  the  industry's first plasma
          enhanced  CVD  tungsten nitride barrier film in 1997, Rapid Integrated
          Gate  or  RInG.  The application is for tungsten gates with a built-in
          tungsten  nitride  barrier  that  can  be rapidly integrated for gates
          using  rapid  thermal  annealing  processes.  This  film is a low-cost
          candidate  for  production  using  tungsten  gate  technology.

     -    Metal  Oxide  Alloys  and Nanolaminates. With the development of Genus
          ALD,  the  Company  has  been  able  to demonstrate a film flexibility
          otherwise  not  known.  For example, Genus LYNX ALD system can provide
          the  flexibility  to  deposit up to 3 compound films in alloy and / or
          nanolaminate  form.  The  capability  has  become  enabling  for  the
          "engineering"  of  composite  films  for  optimal  performance in next
          generation  semiconductor  devices. Composites of both dielectrics and
          metals  can  be  achieved.

     Genus  8700  Series and 6000 Series. While we no longer actively sell these
thin  film products, we continue to sell spare parts and provide service for the
installed  base  worldwide.

FINANCIAL  INFORMATION  ABOUT  OPERATING  SEGMENTS

     Currently,  the  Company  operates  in one industry segment. The Company is
engaged  in  the design, manufacturing, marketing and servicing of advanced thin
film deposition systems used in the semiconductor manufacturing industry. Please
refer  to  Item  6,  Selected Financial Data, and Item 8, Consolidated Financial
Statements  and  Supplementary  Data  of  this  10K report for operating segment
financial  information.

CUSTOMER  SUPPORT

     We  believe  that  our  customer  support  organization  is  critical  to
establishing and maintaining the long-term customer relationships that often are
the  basis upon which semiconductor manufacturers select their equipment vendor.
Our customer support organization is headquartered in Sunnyvale, California with
additional  employees  located  in  Japan,  South Korea and Europe.  Our support
personnel  are  available  on  a  24-hour  a day, seven days a week basis with a
maximum  one-hour  response  time.  All  support  personnel  have  technical
backgrounds,  with  process,  mechanical  and  electronics  training,  and  are
supported  by  our  engineering  and  applications  personnel. Support personnel
install  systems, perform warranty and out-of-warranty service and provide sales
support.

     We  offer  a 12-month labor warranty and a 24-month parts warranty. We also
offer  training  to  our  customers  at  our  headquarters.


                                        9
<PAGE>
SALES  AND  MARKETING

     We  maintain  direct sales and service offices in the United States, Japan,
South  Korea  and  Europe.  From  these  offices and other locations, we provide
customer  support  directly  and maintain, "spares depots" for our products.  We
also  have  sales  representatives  in the northwestern U.S., Taiwan, Singapore,
Malaysia  and  China.

CUSTOMERS

    We  rely  on  a limited number of customers for a substantial portion of our
net sales.  Our major customers in 2001 included Samsung, NEC, Infineon, SCS and
Read-Rite.  As  of  December  31,  2001  we  had  seven customers in four market
segments  serving  four  market segments - Memory, Logic, Data Storage and MEMS,
compared  to  two  customers  serving  only  the  memory market segment in 2000.

BACKLOG

     We  schedule  production  of  our systems based on both backlog and regular
sales  forecasts.  We  include  in  backlog only those systems for which we have
accepted  purchase orders and assigned shipment dates within the next 12 months.
All  orders are subject to cancellation or delay by the customer with limited or
no  penalty. Our backlog was approximately $3.2 million as of December 31, 2001.
The  year-to-year  fluctuation  is  due  primarily to the cyclical nature of the
semiconductor  industry.  Our  backlog at any particular date is not necessarily
representative of actual sales to be expected for any succeeding period, and our
actual  sales  for  the  year  may  not  meet or exceed the backlog represented.
Because  of  possible changes in delivery schedules and cancellations of orders,
our  backlog  at any particular date is not necessarily representative of actual
sales  for  any  succeeding  period.  In  particular, during periods of industry
downturns  we  have  experienced significant delays relating to orders that were
previously  booked  and  included  in  backlog.

RESEARCH  AND  DEVELOPMENT

     We focus our research and development efforts on developing innovative thin
film  products.  During  recent periods, we have devoted a significant amount of
resources to the LYNX2(R) and LYNX3systems and ALD films. We expect to focus our
future  efforts  on  our  Lynx  ALD  system  for  200 and 300mm applications for
advanced  film technologies. We maintain a Class 1 applications laboratory and a
separate  thin  films  development area in California. By basing our products on
the  Lynx system, we believe that we can focus our development activities on the
process  chamber  and  develop  new products quickly and at relatively low cost.

     Our  research  and  development  expenses were $12.1 million for 2001, $8.7
million  for  2000, and $5.4 million for 1999, representing 25%, 21%, and 19% of
revenues,  respectively.  Our  research  and development expenses were higher in
2001  primarily  due  to investments made in developing demonstration equipment.

     The  worldwide  semiconductor industry is characterized by rapidly changing
technology,  evolving industry standards and continuous improvements in products
and services. Because of continual changes in these markets, we believe that our
future  success will depend upon our ability to continue to improve our existing
systems  and  process  technologies, and to develop systems and new technologies
that  compete  effectively.  We  must  adapt  our  systems  and  processes  to
technological  changes  and  to  support  emerging industry standards for target
markets.  We  cannot  be  sure  that  we  will  complete our existing and future
development  efforts within our anticipated schedule or that our new or enhanced
products  will  have  the  features  to  make  them  successful.

     We  may  experience difficulties that could delay or prevent the successful
development,  introduction  or  marketing  of new or improved systems or process


                                       10
<PAGE>
technologies.  These  new  and improved systems and process technologies may not
meet  the  requirements  of  the  marketplace  and  achieve  market  acceptance.
Furthermore,  despite  testing by us, difficulties could be encountered with our
products  after  shipment,  resulting  in  loss  of  revenue  or delay in market
acceptance  and  sales,  diversion  of  development  resources,  injury  to  our
reputation  or  increased  service and warranty costs. The success of new system
introductions  is  dependent on a number of factors, including timely completion
of  new  system  designs  and market acceptance. If we are unable to improve our
existing  systems  and  process  technologies  or to develop new technologies or
systems,  we  may  lose  sales  and  customers.

COMPETITION

     The  global  semiconductor  fabrication  equipment  industry  is  intensely
competitive  and  is  characterized  by rapid technological change and demanding
customer  service  requirements. Our ability to compete depends upon our ability
to  continually  improve our products, processes and services and our ability to
develop  new  products  that  meet  constantly  evolving  customer requirements.

     A substantial capital investment is required by semiconductor manufacturers
to  install  and  integrate  new  fabrication  equipment  into  a  semiconductor
production  line.  As a result, once a semiconductor manufacturer has selected a
particular  supplier's products, the manufacturer often relies for a significant
period  of time upon that equipment for the specific production line application
and  frequently  will  attempt  to  consolidate  its  other  capital  equipment
requirements  with  the  same  supplier.  It  is  difficult  for us to sell to a
particular  customer  for  a  significant period of time after that customer has
selected  a  competitor's  product,  and it may be difficult for us to unseat an
existing  relationship that a potential customer has with one of our competitors
in  order  to  increase  sales  of  our  products  to  that  customer.

     Each  of  our  product  lines competes in markets defined by the particular
wafer fabrication process it performs. In each of these markets we have multiple
competitors.  At  present, however, no single competitor competes with us in all
of  the  same  market  segments  in  which  we  compete.  Competitors in a given
technology  tend  to  have  different  degrees of market presence in the various
regional  geographic  markets.  Competition  is based on many factors, primarily
technological  innovation, productivity, total cost of ownership of the systems,
including  yield, price, product performance and throughput capability, quality,
contamination  control,  reliability  and  customer support. We believe that our
competitive  position  in  each  of  our  markets is based on the ability of our
products  and  services  to  address  customer  requirements  related  to  these
competitive  factors.

     Our  direct competitors in the CVD tungsten silicide market include Applied
Materials,  Inc.  and  Tokyo  Electron,  Ltd.  our direct competitors in the ALD
market  include ASM International and Veeco Instruments.  Competition from these
competitors increased in 2000 and 2001, and we expect that such competition will
continue  to  intensify.  We  believe  that  we compete favorably on each of the
competitive  elements  in  this  market.

     We may not be able to maintain our competitive position against current and
potential  competition.  New  products,  pricing  pressures,  rapid  changes  in
technology  and other competitive actions from both new and existing competitors
could  materially  affect  our  market  position.  Some  of our competitors have
substantially greater installed customer bases and greater financial, marketing,
technical and other resources than we do and may be able to respond more quickly
to  new  or  changing opportunities, technologies and customer requirements. Our
competitors  may  introduce  or acquire competitive products that offer enhanced
technologies and improvements. In addition, some of our competitors or potential
competitors have greater name recognition and more extensive customer bases that
could  be  leveraged  to gain market share to our detriment. We believe that the
semiconductor  equipment  industry  will  continue  to  be  subject to increased
consolidation, which will increase the number of larger, more powerful companies
and  increase  competition.


                                       11
<PAGE>
MANUFACTURING  AND  SUPPLIERS

     Our  manufacturing  operations  are  based  in  our  Sunnyvale,  California
facility  and  consist  of  procurement,  subassembly,  final assembly, test and
reliability  engineering.  Our  manufacturing  facility maintains and operates a
Class-1  clean  room  to demonstrate integrated applications with its customers.
The  LYNX  family  systems  are  based on an outsourced wafer-handling platform,
enabling  us  to use a large number of common subassemblies and components. Many
of  the  major assemblies are procured completely from outside sources. We focus
our  internal  manufacturing  efforts  on  those  precision  mechanical  and
electro-mechanical  assemblies  that differentiate our systems from those of our
competitors.

     Most  of  the  components  for  our  thin  film  systems  are  produced  in
subassemblies  by  independent  domestic  suppliers  according to our design and
procurement  specifications.  We  anticipate  that the use of such subassemblies
will  continue  to  increase  in  order  to  achieve  additional  manufacturing
efficiencies.  Many  of  these  components  are obtained from a limited group of
suppliers.  We  generally acquire these components on a purchase order basis and
not under long-term supply contracts. Our reliance on outside vendors generally,
and  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.

     Because the manufacture of certain of these components and subassemblies is
an  extremely  complex  process  and  can  require  long  lead  times,  we could
experience  delays  or  shortages caused by suppliers. Historically, we have not
experienced  any  significant  delays  in  manufacturing  due to an inability to
obtain  components,  and  we  are  not  currently aware of any specific problems
regarding  the  availability  of  components  that might significantly delay the
manufacturing  of  our  systems in the future. However, the inability to develop
alternate  sources  or to obtain sufficient source components as required in the
future,  could  result in delays of product shipments that would have a material
adverse  effect  on our business, results of operations and financial condition.

     We  are  subject  to  a variety of federal, state and local laws, rules and
regulations  relating  to  the use, storage, discharge and disposal of hazardous
chemicals  used  during  our  sales demonstrations and research and development.
Failure to comply with present or future regulations could result in substantial
liability  to us, suspension or cessation of our operations, restrictions on our
ability  to  expand at our present locations or requirements for the acquisition
of  significant  equipment  or  other  significant  expense.  To  date,  we have
adequately  complied  with  environmental rules and regulations. Such compliance
has  not  materially  affected  our  operations.

INTELLECTUAL  PROPERTY

     We  believe  that  because  of  the  rapid  technological  change  in  the
semiconductor  industry,  our  future  prospects  will depend primarily upon the
expertise  and  creative  skills  of  our  personnel  in process technology, new
product development, marketing, application engineering and product engineering,
rather  than  on  patent  protection. Nevertheless, we have a policy to actively
pursue  domestic  and foreign patent protection to cover technology developed by
us.  We hold 25 United States patents with 12 patent applications pending in the
United  States  as  well  as  several  foreign  patents  and patent applications
covering  various  aspects  of our products and processes. Where appropriate, we
intend  to  file  additional  patent applications to strengthen our intellectual
property  rights.

     Although  we  attempt  to  protect our intellectual property rights through
patents, copyrights, trade secrets and other measures, we cannot be sure that we
will  be  able  to  protect our technology adequately, and our competitors could
independently  develop  similar  technology,  duplicate  our  products or design
around our patents. To the extent we wish to assert our patent rights, we cannot
be sure that any claims of our patents will be sufficiently broad to protect our
technology  or  that  our  pending  patent  applications  will  be  approved. In


                                       12
<PAGE>
addition,  there  can  be no assurance that any patents issued to us will not be
challenged,  invalidated  or  circumvented,  that any rights granted under these
patents  will provide adequate protection to us, or that we will have sufficient
resources  to  protect  and  enforce  our  rights. 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.

     From  time  to  time,  we  may  receive notices from third parties alleging
infringement  of  patents  or  intellectual property rights. It is our policy to
respect all parties' legitimate intellectual property rights, and we will defend
against such claims or negotiate licenses on commercially reasonable terms where
appropriate.  However,  no  assurance  can  be  given  that  we  will be able to
negotiate  necessary  licenses  on  commercially reasonable terms, or at all, or
that any litigation resulting from such claims would not have a material adverse
effect  on  our  business  and  financial  results.

     On  June  6,  2001,  ASM America, Inc. ("ASMA") filed a patent infringement
action  against  Genus, Inc. ASMA's complaint alleges that Genus is directly and
indirectly  infringing  U.S.  Patent  No. 5,916,365 (the "365 Patent"), entitled
"Sequential  Chemical Vapor Deposition," and U.S. Patent No. 6,015,590 (the "590
Patent")  entitled  "Method  For Growing Thin Films," which ASM claims to own or
exclusively  license.  The  complaint  seeks  monetary and injunctive relief. On
August  1,  2001, Genus filed a counterclaim against ASMA and ASM International,
N.V.  ("ASMI")  for infringement of U.S. Patent No. 5,294,568 (the "568 Patent")
entitled  "Method  of  Selective  Etching  Native  Oxide"  and  for  antitrust
violations. Genus also seeks a declaratory judgment that ASMA's claims regarding
the  365  and  590  Patents  are  invalid  and  unenforceable.  An  initial Case
Management  Conference  was  held  on  October 16, 2001. On January 9, 2002, the
court  issued  an  order  granting  ASM  leave to amend its complaint to add Dr.
Arthur  Sherman  as  a  party  and  to  add  a  claim that Genus is directly and
indirectly  infringing  U.S.  Patent  No  4,798,165  (the "165 Patent") entitled
"Apparatus  for  Chemical Vapor Deposition Using an Axially Symmetric Gas Flow",
which  ASM  claims to own. The court also severed and stayed discovery regarding
Genus'  antitrust  claims  until  after  the  patent  litigation is resolved. On
February  4,  2002,  Genus  filed  for  declaratory judgment on the grounds that
ASMA's  claims regarding the 165 Patent are invalid and unenforceable. The Claim
Construction  Hearings regarding these claims are set for June 14, 2002 (for the
590 and 365 Patents), June 24, 2002 (for the 568 Patent), and September 26, 2002
(for  the  165  Patent).

     We  intend to defend our position vigorously. The outcome of any litigation
is  uncertain,  however,  and we may not prevail. Should we be found to infringe
any  of  the patents asserted, in addition to potential monetary damages and any
injunctive  relief granted, we would need either to obtain a license from ASM to
commercialize  our products or redesign our products so they do not infringe any
of  these  patents.  If  we  were  unable  to  obtain  a  licenses  or  adopt  a
non-infringing  product  design, we may not be able to proceed with development,
manufacture and sale of our atomic layer products. In this case our business may
not  develop  as  planned,  and  our  results  could  materially  suffer.

EMPLOYEES

     As of December 31, 2001, we employed 138 full-time employees worldwide. The
success of our future operations depends in large part on our ability to recruit
and  retain  qualified  employees,  particularly  those  highly  skilled design,
process  and  test engineers involved in the manufacture of existing systems and
the development of new systems and processes. The competition for such personnel
is  intense,  particularly in the San Francisco bay area, where our headquarters
are  located.  At  times  we  have  experienced  difficulty  in  attracting  new
personnel,  and  we  may not be successful in retaining or recruiting sufficient
key  personnel  in  the  future. None of our employees is represented by a labor
union,  and  we  have  never experienced a work stoppage, slowdown or strike. We
consider  our  relationships  with  our  employees  to  be  good.

     Information  regarding  our  foreign  and  domestic  operations  and export
revenues  is  included  in  Note  12  of the Notes to the Consolidated Financial
Statements.


                                       13
<PAGE>
RECENT  DEVELOPMENTS

     On January 25, 2002, the Company sold 3,871,330 shares of common stock, and
warrants  to  purchase  580,696  shares  of  common stock, for gross proceeds of
approximately  $8.7  million  or  net  aggregate  proceeds  of  $7.9  million.

ITEM  2.  PROPERTIES

     We  maintain  our  headquarters,  manufacturing  and  research  development
operations  in  Sunnyvale,  California.  We have a lease for a facility totaling
approximately  100,500  square  feet.  Our lease expires in October 2012, with a
current  annual  rental  expense of approximately $903,000.  In 2003, our annual
rental  expense  will be $1,828,000.  We currently have about 20,000 square feet
of  office  and  clean room space available for subletting.  We also have leases
for  our  sales  and support offices in Seoul, South Korea and Tokyo, Japan.  We
believe  that  our  existing  facilities  are  adequate  to  meet  our  current
requirements  and that suitable additional or substitute space will be available
as  needed.

     In  2000,  we  were  subleasing approximately 27,000 square feet to a third
party.  In  September  2001,  this  third party terminated their sublease and we
reclaimed  the  office  space.  Total  amount  of  sublease  income  in 2001 was
approximately  $596,000.


ITEM  3.  LEGAL  PROCEEDINGS

     In  May of 1999, Varian Semiconductor Equipment Associates, Inc. ("Varian")
filed a Statement of Claims with the American Arbitration Society of Santa Clara
County,  California  seeking to enforce certain provisions of the April 15, 1998
Asset  Purchase  Agreement  by  and between Varian and Genus (the "Asset Sale").
The  dispute  specifically  involved ownership rights of certain high-energy ion
implanter assets.  Varian and Genus entered into a Settlement and Mutual Release
(the "Release") in January of 2000.  As partial consideration under the Release,
Genus  agreed  to relinquish its ownership interest in certain funds provided to
Varian  in  conjunction with the Asset Sale.  These funds were held in an escrow
account  maintained  by  Varian,  the  amount  of  which  was  $543,000.

     In July 1999, we were named as a co-defendant in a claim filed at the
Superior Court of the state of California for the county of Santa Clara,
involving an automobile accident by one of our former employees, which resulted
in the death of an individual. Significant general, punitive and exemplary
damages were being sought by the plaintiffs. In June 2001, the plaintiffs
settled with our insurance carrier for an amount within our insurance policy
limits.

     On  June  6,  2001,  ASM America, Inc. ("ASMA") filed a patent infringement
action  against  Genus, Inc. ASMA's complaint alleges that Genus is directly and
indirectly  infringing  U.S.  Patent  No. 5,916,365 (the "365 Patent"), entitled
"Sequential  Chemical Vapor Deposition," and U.S. Patent No. 6,015,590 (the "590
Patent")  entitled  "Method  For Growing Thin Films," which ASM claims to own or
exclusively  license.  The  complaint  seeks  monetary and injunctive relief. On
August  1,  2001, Genus filed a counterclaim against ASMA and ASM International,
N.V.  ("ASMI")  for infringement of U.S. Patent No. 5,294,568 (the "568 Patent")
entitled  "Method  of  Selective  Etching  Native  Oxide"  and  for  antitrust
violations. Genus also seeks a declaratory judgment that ASMA's claims regarding
the  365  and  590  Patents  are  invalid  and  unenforceable.  An  initial Case
Management  Conference  was  held  on  October 16, 2001. On January 9, 2002, the
court  issued  an  order  granting  ASM  leave to amend its complaint to add Dr.
Arthur  Sherman  as  a  party  and  to  add  a  claim that Genus is directly and
indirectly  infringing  U.S.  Patent  No  4,798,165  (the "165 Patent") entitled
"Apparatus  for  Chemical Vapor Deposition Using an Axially Symmetric Gas Flow",
which  ASM  claims to own. The court also severed and stayed discovery regarding
Genus'  antitrust  claims  until  after  the  patent  litigation is resolved. On
February  4,  2002,  Genus  filed  for  declaratory judgment on the grounds that
ASMA's  claims regarding the 165 Patent are invalid and unenforceable. The Claim


                                       14
<PAGE>
Construction  Hearings regarding these claims are set for June 14, 2002 (for the
590 and 365 Patents), June 24, 2002 (for the 568 Patent), and September 26, 2002
(for  the  165  Patent).

     On  December  13, 2001, Process Tube Systems, Inc. filed suit against Genus
in the Superior Court of California, County of Santa Clara, asserting that Genus
breached  a  certain  purchase  order  agreement  dated  September 29, 2000. The
complaint  sought  damages  in  the  amount  of  $282,384  plus costs, fees, and
interest.

     We  may  in  the future be party to litigation arising in the course of our
business, including claims that we allegedly infringe third party trademarks and
other  intellectual property rights. Such claims, even if not meritorious, could
result  in  the  expenditure  of significant financial and managerial resources.


ITEM 4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

    None.


                                       15
<PAGE>
                                     PART II


ITEM 5.  MARKET  FOR  THE  REGISTRANT'S  COMMON  EQUITY  AND RELATED STOCKHOLDER
         MATTERS

Common  Stock  Information

     Our  common stock is traded in the over-the-counter market under the NASDAQ
symbol  GGNS.  The only class of Genus securities that is traded is Genus common
stock.  The  high and low closing sales prices for 2000 and 2001 set forth below
are  as reported by the NASDAQ National Market System.  At February 28, 2002, we
had  418  registered  shareholders as reported by Mellon Investor Services.  The
closing sales price of Genus common stock on December 31, 2001, the last trading
day  in  2001,  was  $  2.43.

<TABLE>
<CAPTION>
                              2000             2001
                      ------------------  --------------
                        HIGH      LOW      HIGH    LOW
                      --------  --------  ------  ------
<S>                   <C>       <C>       <C>     <C>
First Quarter. . . .  $ 16-3/4  $  4-1/4  $4.094  $1.656
Second Quarter . . .   12-5/16     5-5/8   7.280   2.875
Third Quarter. . . .        10   3-13/16   6.050   1.769
Fourth Quarter . . .  $  4-3/4  $1-19/32  $3.250  $1.909
</TABLE>

     We  have  not  paid cash dividends on our common stock since inception, and
our  Board  of  Directors presently intends to reinvest our earnings, if any, in
our business. Accordingly, it is anticipated that no cash dividends will be paid
to  holders  of  common  stock  in  the  foreseeable  future.


                                       16
<PAGE>
ITEM 6.  SELECTED  FINANCIAL  DATA

                      SELECTED CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
                                                         YEARS  ENDED  DECEMBER  31,
                                               =================================================
                                                2001      2000      1999     1998(1)     1997
                                               =======  ========  =========  ========  =========
                                                     (IN THOUSANDS, EXCEPT  PER SHARE DATA)

<S>                                            <C>       <C>       <C>       <C>        <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues. . . . . . . . . . . . . . . . . . .  $48,739   $40,638   $28,360   $ 32,431   $ 84,286
Costs and expenses:
  Costs of goods sold . . . . . . . . . . . .   32,500    24,385    16,628     29,600     54,762
  Research and development. . . . . . . . . .   12,118     8,659     5,368      8,921     12,327
  Selling, general and administrative . . . .   10,381    10,093     7,930     14,115     20,326
  Restructuring and other(2). . . . . . . . .        0         0       543      7,308          0
                                               --------------------------------------------------
Loss from operations. . . . . . . . . . . . .   (6,260)   (2,499)   (2,109)   (27,513)    (3,129)
Other income (expense), net . . . . . . . . .     (336)      108       669        (86)    (1,363)
                                               --------------------------------------------------
Loss before provision for income taxes and
cumulative effect of change in accounting
principle . . . . . . . . . . . . . . . . . .   (6,596)   (2,391)   (1,440)   (27,599)    (4,492)
Provision for income taxes. . . . . . . . . .       70       490       177          1     14,844
                                               --------------------------------------------------
Loss before cumulative effect of change in
accounting principle. . . . . . . . . . . . .   (6,666)   (2,881)   (1,617)   (27,600)   (19,336)
Cumulative effect of change in accounting
principle . . . . . . . . . . . . . . . . . .        0    (6,770)        0          0          0
                                               --------------------------------------------------
Net loss. . . . . . . . . . . . . . . . . . .   (6,666)   (9,651)   (1,617)   (27,600)   (19,336)
Deemed dividends on preferred stock . . . . .        0         0         0     (1,903)         0
                                               --------------------------------------------------
Net loss attributable to common shareholders.  $(6,666)  $(9,651)  $(1,617)  $(29,503)  $(19,336)
                                               =================================================
Net loss per share before cumulative
effect of change in accounting principle
  Basic . . . . . . . . . . . . . . . . . . .    (0.31)    (0.15)    (0.09)     (1.71)     (1.15)
  Diluted . . . . . . . . . . . . . . . . . .    (0.31)    (0.15)    (0.09)     (1.71)     (1.15)
Net loss per share:
  Basic . . . . . . . . . . . . . . . . . . .    (0.31)    (0.51)    (0.09)     (1.71)     (1.15)
  Diluted . . . . . . . . . . . . . . . . . .    (0.31)    (0.51)    (0.09)     (1.71)     (1.15)
Cumulative effect of change in accounting
principle (3)
  Basic . . . . . . . . . . . . . . . . . . .              (0.36)
  Diluted . . . . . . . . . . . . . . . . . .              (0.36)
Shares used in computing net loss
per share:
  Basic . . . . . . . . . . . . . . . . . . .   21,163    18,937    18,134     17,248     16,860
  Diluted . . . . . . . . . . . . . . . . . .   21,163    18,937    18,134     17,248     16,860
</TABLE>


                                       17
<PAGE>
The following are pro forma amounts with the change in accounting principle
related to revenue recognition applied retroactively to years prior to 2000.

<TABLE>
<CAPTION>
<S>                                            <C>       <C>       <C>       <C>        <C>
Revenues. . . . . . . . . . . . . . . . . . .  $48,739   $40,638   $27,992   $ 33,599          *
Net loss. . . . . . . . . . . . . . . . . . .   (6,666)   (2,881)   (3,232)   (25,963)         *
Net loss per share:
  Basic . . . . . . . . . . . . . . . . . . .  $ (0.31)  $ (0.15)  $ (0.18)  $  (1.51)         *
  Diluted . . . . . . . . . . . . . . . . . .  $ (0.31)  $ (0.15)  $ (0.18)  $  (1.51)         *
</TABLE>


<TABLE>
<CAPTION>
                                                                  DECEMBER 31,
                                                  =============================================
                                                    2001     2000     1999    1998(1)    1997
                                                  --------  -------  -------  --------  -------
                                                                 (IN THOUSANDS)
<S>                                               <C>       <C>      <C>      <C>       <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents . . . . . . . . . . .   $ 3,043   $ 3,136  $ 6,739  $ 8,125   $ 8,700
Working capital . . . . . . . . . . . . . . . .    (2,600)      896   14,151   15,799    30,774
Total assets. . . . . . . . . . . . . . . . . .    35,902    44,535   27,744   31,827    76,738
Long-term debt and capital lease obligations            0         0        0       50       971
Redeemable Series B convertible preferred stock         0         0        0      773         0
Total shareholders' equity. . . . . . . . . . .   $12,128   $11,292  $19,378  $19,953   $48,357
<FN>

(1)  In  1998,  we  sold  the  ion  implant  equipment  product  line.
(2)  In  1998, we recorded a restructuring charge related to the sale of the ion
     implant  equipment  product  line  and  the  restructuring of the thin film
     operation.
(3)  In  2000, the Company changed its accounting method for recognizing revenue
     to  comply  with  Staff  Accounting  Bulletin  number  101.

*    Data  is  not  available  to  provide  pro forma information for this year.
</TABLE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF  OPERATIONS

     The  following  discussion  and  analysis  of  our  financial condition and
results  of operations should be read in conjunction with "Selected Consolidated
Financial  Data"  and  our  consolidated  financial statements and related notes
included elsewhere in this Annual Report on Form 10-K. In addition to historical
information,  the discussion in this Annual Report on Form 10-K contains certain
forward-looking  statements  that  involve  risks  and uncertainties. Our actual
results  could differ materially from those anticipated by these forward-looking
statements  due  to factors, including but not limited to, those set forth under
"Risk  Factors"  and  elsewhere  in  this  Annual  Report  on  Form  10-K.

OVERVIEW

     Since  1982,  we  have been supplying advanced manufacturing systems to the
semiconductor  industry  worldwide.  Major  semiconductor  manufacturers use our
leading-edge  thin  film  deposition equipment and process technology to produce
integrated  circuits, commonly called chips that are incorporated into a variety
of products including personal computers, communications, equipment and consumer
electronics.  We  pioneered  the  development of chemical vapor deposition (CVD)
tungsten silicide, which is used in certain critical steps in the manufacture of
integrated  circuits. In addition, today we are leading the commercialization of
atomic  layer  deposition,  also  known  as  ALD  technology. This technology is
designed  to  enable  a wide spectrum of thin film applications such as aluminum
oxide,  hafnium  oxide  and  other advanced dielectric insulating and conducting
metal  barrier  materials  for  advanced  integrated  circuit  manufacturing.

     Genus'  consolidated  financial statements have been prepared in accordance
with  accounting  principles  generally accepted in the United States of America
(US  GAAP). The preparation of these financial statements requires management to
make  estimates  and  assumptions  that affect the reported amount of assets and
liabilities  at  the date of the financial statements and the reported amount of


                                       18
<PAGE>
revenues  and  expenses  during  the  reporting  period.  On  a quarterly basis,
management  reevaluates  its  estimates  and  judgments  based  on  historical
experience  and relevant current conditions and adjusts the financial statements
as  required.

     Our  global  customer  base  consists of semiconductor manufacturers in the
United  States, Europe and Asia.      Over the past few years we were dependent
on  one  customer,  Samsung,  for  a  majority of our thin film product revenue.
Samsung  accounted  for 73% of our revenue in 2001, 92% in 2000 and 84% in 1999.
There  is no long-term agreement between us and Samsung. In 1999, we shipped our
LYNX2(R)  system  to a new customer, Micron Technology, and in the first quarter
of 2000, we shipped an ALD system to Infineon Technologies, also a new customer.
In  2001,  we  shipped  systems  to  four  new  customers.

     International  revenue accounted for 93% of revenue in 2001, 98% of revenue
in  2000 and 86% of revenue in 1999. We anticipate that international sales, and
in  particular  from  South  Korea,  will  continue to account for a significant
portion  of  our  total  revenue.

     The  Company's  selling arrangements generally involve contractual customer
acceptance  provisions and installation of the product occurs after shipment and
transfer  of  title.  As a result, effective January 1, 2000, to comply with the
provisions  of  Securities and Exchange Commission Staff Accounting Bulletin No.
101,  the  Company deferred the recognition of revenue from such equipment sales
until  installation  is  complete  and  the product is accepted by the customer.
Prior  to  January  1,  2000,  revenue  related  to  systems  had been generally
recognized  upon  shipment.  A provision for the estimated future cost of system
installation, warranty and commissions was recorded when revenue was recognized.
Under  SAB 101, warranty obligations are accrued upon final customer acceptance,
which  coincides  with  recognition of revenue. The cost of inventory shipped to
customers  for  which  we  are  awaiting  customer  acceptance  is  recorded  as
"Inventory  at  customers'  locations."

     The local currency is the functional currency for our foreign operations in
South Korea and Japan. All other currency is dollar denominated. Gains or losses
from  translation  of  foreign  operations  where  the  local currencies are the
functional  currency  are  included  as  a component of shareholders' equity and
comprehensive loss. Foreign currency transaction gains and losses are recognized
in  the  statement  of  operations.

     Business  activity  in  the  semiconductor  and semiconductor manufacturing
equipment  industries  has  been  cyclical;  for  this and other reasons, Genus'
results  of  operations  for  the twelve months ended December 31, 2001, may not
necessarily  be  indicative  of  future  operating  results.

     In  order  to  support  our  business strategy, we will be required to make
significant  investments  in  research  and development. In addition, we believe
selling,  general  and  administrative  costs  will  increase  as  sales volumes
increase.  We  depend on increases in sales in order to attain profitability. If
our  sales do not increase, our current operating expenses could prevent us from
attaining  profitability  and  harm  our  financial  results.

CRITICAL ACCOUNTING POLICIES

We have identified the following as critical accounting policies to our Company:
revenue recognition, accrual for warranty expenses, valuation of inventories and
valuation  of  research  and  demonstration equipment (demonstration equipment).

Revenue  recognition

     Genus'  revenue  recognition  policy  is  based on guidance provided in SEC
Staff  Accounting  Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial
Statements". Genus recognizes revenue when persuasive evidence of an arrangement
exists, delivery has occurred or services have been rendered, the seller's price
is  fixed  and determinable, collectibility is reasonably assured, and Genus has


                                       19
<PAGE>
completed  any  systems installation obligations. Revenues from sales of systems
and major system upgrades are currently recognized when installation is complete
and  the  customer  accepts the product, in writing. Revenues from sale of spare
parts  and  system  upgrades  are  recognized upon shipment. Revenues related to
maintenance  and  service  contracts are recognized ratably over the duration of
the  contracts.

     Revenues can fluctuate significantly as a result of the timing of customers
acceptances.  At December 31, 2001 and 2000, the Company had deferred revenue of
$7.4  million  and  $18.6  million,  respectively.

Accrual  for  warranty  expenses

     The  Company  provides one-year labor and two-year material warranty on its
products.  Warranty  expenses  are accrued upon revenue recognition. At present,
based upon historical experience, the Company accrues material warranty equal to
2%  and  5% of shipment value for its LYNX2(R) and LYNX3 products, respectively,
and  labor  warranty equal to $20,000 per system for both its LYNX2(R) and LYNX3
products.  At  the end of every quarter, the Company reviews its actual spending
on  warranty  and reassess if its accrual is adequate to cover warranty expenses
on  the systems in the field which are still under warranty. Differences between
the required accrual and booked accrual are charged to warranty expenses for the
period.  At  December  31,  2001  and  2000,  the  Company  accrued $803,000 and
$757,000,  respectively,  for  material  and  labor warranty obligations. Actual
results  could  differ  from  estimates. In the unlikely event that a problem is
identified that would result in the need to replace components on a large scale,
material  effects  on  our  operating results and financial position may result.

Valuation of Inventories

     Inventories  are recorded at the lower of standard cost, which approximates
actual  cost  on  a  first-in-first-out  basis,  or  market value. We write down
inventories  to  net  realizable  value  based  on  forecasted demand and market
conditions.  Raw  material and purchased parts include spare parts inventory for
systems  at a carrying value of $4.4 million and $6.1 million for 2001 and 2000,
respectively.  The  forecasted  demand  for  spare  parts  take into account the
Company's  obligations  to  support  systems  for  periods that are as long as 5
years.

     Actual  demand  and market conditions may be different from those projected
by  the  Company. This could have a material effect on operating results and the
financial  position. In 2001, as a result of unfavorable economic conditions and
diminished  demand for semiconductor products, the Company experienced a decline
in  sales and recorded inventory charges of $317,000 related primarily to excess
inventories.  These  charges  have  been  included  in  cost  of  sales  in  our
consolidated  statements  of  operations.  At  December  31,  2001 and 2000, the
Company  had  inventory  valuation  allowances of $2.1 million and $2.8 million,
respectively.

Valuation  of  research  and  demonstration  equipment

     Equipment,  furniture and fixtures are stated at cost and depreciated using
the  straight-line  method  over  their estimated useful lives, which range from
three to ten years. Leasehold improvements are amortized using the straight-line
method  over their estimated useful lives or the remaining lease term, whichever
is  less.

     Equipment  includes  research and demonstration equipment, which is located
in  our Applications Laboratory and are used to demonstrate to our customers the
capabilities  of  our  equipment  to process wafers and deposit films. The gross
value  of  demonstration  equipment is based on the cost of materials and actual
factory  labor  and  overhead  expenses incurred in manufacturing the equipment.
Costs  related  to refurbishing or maintaining existing demonstration equipment,
which  do  not  add to the capabilities or useful life of the equipment, are not
capitalized  and  are expensed as incurred. Demonstration equipment is stated at
cost  and  depreciated  over  a  period  of  five  years.


                                       20
<PAGE>
     Whenever  events  or  changes  in  circumstances indicate that the carrying
amounts of long-lived assets related to those assets may not be recoverable, the
Company  estimates  the  future  cash  flows,  undiscounted and without interest
charges,  expected  to  result  from  the use of those assets and their eventual
disposition.  If  the  sum  of  the  future cash flows is less than the carrying
amounts  of those assets, the Company recognizes an impairment loss based on the
excess  of  the  carrying  amounts  over  the  fair  values  of  the  assets.

RESULTS OF OPERATIONS

2001 COMPARED WITH 2000

     Revenues  in  2001  were $48.7 million, up 20% from 2000.  Revenues in 2001
were  based  on  customer  acceptances  on  twelve systems including seven 200mm
systems  using  CVD  technology,  one 300mm system using CVD technology and four
200mm  systems  using  ALD  technology.  Revenues in 2000 were based on customer
acceptances  of  eleven  200mm  CVD  systems  and  one 200mm ALD system. Average
selling  prices in 2001 were slightly higher than in 2000 reflecting a favorable
mix of more ALD and 300mm modules, which in general, have higher prices than CVD
and  200mm products. Revenues from sale of spare parts and services in 2001 were
$7.1  million,  approximately  the  same  as  in  2000.

     Going  forward  we  expect  revenues in 2002 to be up compared to 2001 with
most  of  the  growth  coming  in  the  second  half  of  the  year.

     Shipments in 2001 were $38.2 million, 19% below 2000. For the semiconductor
equipment  industry  as a whole, shipments in 2001 were 38% below 2000, based on
data  published  by  VLSI  Research.

     Orders  in  2001 were $33.1 million, 20% below the level of orders received
in  2000.  For  the  semiconductor equipment industry as a whole, orders in 2001
were  71%  below  2000, based on data published by VLSI Research. Orders in 2001
included  bookings  for three CVD 200mm systems, one CVD process module and four
ALD  systems. Orders in 2000 included bookings for ten 200mm CVD systems and two
ALD  systems.  We ended 2001 with a total of seven customers serving four market
segments  -  Capacitor,  Logic, Data Storage and MEMS, compared to two customers
serving  only  the  capacitor  market  segment in 2000. We now offer two product
platforms,  the LYNX3, which can be used to produce both 200mm and 300mm wafers,
and  LYNX2(R),  our core production platform for all 200mm applications to date.
Also,  we now have two fully supported core technologies - CVD tungsten products
and  ALD  high  K  (dielectric  constant) oxides, both available on LYNX2(R) and
LYNX3.

     Gross  profit margin in 2001 was 33% of revenues compared to a gross profit
margin  of  40%  in  2000. Although average selling prices in 2001 were slightly
higher  than in 2000, overall gross margin was lower in 2001 due to two factors:

-    First, capacity variances were incurred due to our lower production volume,
     particularly  in  the  fourth  quarter,  and  fixed  costs  related  to
     manufacturing  and international service operations. We partially addressed
     this  capacity  issue  in  October  2001  by  laying  off  10 employees and
     implementing  an  across  the  board reduced work week. We will continue to
     monitor  our  capacity  utilization  and  take  actions  as  required.
-    Second,  we  incurred  incremental manufacturing variances of approximately
     $1.5  million,  primarily  attributable  to  the introduction of LYNX3, and
     excess-inventory  write-offs  of  approximately  $317,000  during the third
     quarter.

Going forward, we expect gross margins to continuously improve with the increase
in  volume.

     Research  and  development  (R&D)  expenses  were  $12.1  million  in  2001
representing  25% of revenues compared to $8.7 million in 2000, representing 21%
of  revenues.  The  increase  in  R&D expenses of $3.4 million, between 2000 and


                                       21
<PAGE>
2001,  was  primarily  due  to  increased  usage  of  outside  consultants ($1.8
million),  expenses  related  to  the reconfiguration of demonstration equipment
($800,000)  and  additional  depreciation  on  research equipment ($600,000). In
2001, we added significant capacity in our demonstration lab and are now able to
turnaround  customer  requests for demos in 15 to 30 days compared to turnaround
times  of  45  to 60 days in 2000. We believe that our demonstration lab now has
adequate  capacity  for  the  foreseeable  future  and  we  expect a significant
reduction  in  R&D  expenses  related  to  demonstration  equipment  in  2002.

     Selling,  general  and administrative (SG&A) expenses were $10.4 million in
2001,  21%  of revenues, compared to expenses of $10.1 million, 25% of revenues,
in  2000.  Increases  in  salaries  related  to  higher headcount ($700,000) and
severance  expenses  ($150,000)  were  partially  offset  by  reduced  selling
commissions  ($500,000) and by various cost cutting actions, including temporary
salary  reductions  and  shutdown  periods,  implemented  in  Q4  of  2001.

     Other  expenses  were $336,000 in 2001 compared to other income of $108,000
in  2000.  Expenses  in  2001  were  primarily due to interest expense on higher
average  outstanding  debt.

     Provision for income taxes was $70,000 in 2001 compared to $490,000 in 2000
primarily  reflecting  the  accrual  for  taxes  in  our  Korean  and  Japanese
subsidiaries.  We continue to provide a full valuation allowance against the tax
benefit  associated  with  the  losses  in  our  U.S.  and foreign subsidiaries.

     At  December  31, 2001, we had federal net operating loss carry-forwards of
$92.2  million  and  state  net  operating loss carry-forwards of $18.8 million.

2000  COMPARED  WITH  1999

     Revenues in 2000 were $40.6 million compared with revenues of $28.4 million
in 1999, representing an increase of 43%. A total of 12 systems were accepted by
the  customer  in  2000,  and  qualified  for  revenue recognition. A total of 5
systems  that shipped in 2000 were not signed off and accepted by customers, and
this  revenue  was deferred at December 31, 2000. Export sales accounted for 92%
of  revenue  in  2000  compared  with  86%  in  1999. Revenues for 2000 of $40.6
million,  compared to $28.0 million which reflect the 1999 net revenues applying
the change in accounting principle related to revenue recognition, represents an
increase  of  45%.

     Gross  profit  margin  in  2000  was  $16.3  million,  representing  40% of
revenues,  compared  with  $11.7 million or 41% in 1999. Costs of goods sold for
1999  reflecting  the  change in accounting principle were $17.9 million and the
gross  profit  was  $10.1 million or 36%. The gross margin % was lower on higher
sales  volumes,  and  was attributed to lower margins due to competitive pricing
pressures  on  our  standard tungsten silicide products, and increased worldwide
customer service and manufacturing expenses to support our sales growth in 2000,
including  a  new  office  in  Japan.  Our  gross profits have historically been
affected  by  variations  in  average selling prices, configuration differences,
changes  in the mix of product sales, unit shipment levels, the level of foreign
sales  and  competitive  pricing  pressures.

     Research  and  development expenses in 2000 were $8.7 million compared with
$5.4  million  in  1999,  representing  an  increase  of 61%. As a percentage of
revenues,  research  and  development expenses were 21% in 2000 and 19% in 1999.
The increase in research and development expenses is attributable to investments
in  development  programs  for  ALD  productization  and  films, our three 300mm
system,  new tungsten products, and continuous improvement programs for existing
products.  These  programs  are essential in our efforts to broaden our customer
base  and  penetrate  new  markets  in  both semiconductor and non-semiconductor
applications.

     Selling,  general  and  administrative  expenses were $10.1 million in 2000
compared  with  $7.9  million  in  1999,  representing  an increase of 27%. As a
percentage of revenues, selling, general and administrative expenses were 25% in
2000  and  28%  in  1999. The $2.2 million increase in 2000 was due primarily to


                                       22
<PAGE>
increased  investment  in  sales and marketing to support the 43% revenue growth
and  66%  shipment growth we experienced in 2000, and focused efforts toward new
customers  and  market  segments.

     We had other income (net) of $108,000 in 2000 compared with other income of
$669,000  in 1999. Other income in 2000 consisted of interest income and foreign
currency  exchange  gains due to the strengthening of the Korean won against the
U.S.  dollar  during the first half of 2000, offset by foreign currency exchange
losses  incurred  in the fourth quarter. In 1999, other income included interest
income  and  foreign  currency  exchange  gains.

     We  provided for income taxes of $490,000 in 2000 compared with $177,000 of
income  taxes  in  1999.  In  both  years,  income  taxes were related to income
generated  from  our  South  Korean  subsidiary.

    In  2000,  we  recorded  a  non-recurring  charge  of  $6.8  million for the
cumulative effect of a change in accounting principle due to the adoption of SAB
101.  This  amount  represents  the  gross profit on systems that shipped during
1999,  but  did  not  receive final customer acceptance during 1999. Included in
this  number  were 5 systems and some upgrades, which had a total sales value of
$13.5  million.

     In December 2000, the Company changed its accounting method for recognizing
revenue  on  sales  with  an  effective  date  of January 1, 2000. The Company's
selling  arrangements  generally  involve  contractual  customer  acceptance
provisions and installation of the product occurs after shipment and transfer of
title.  As a result, effective January 1, 2000, to comply with the provisions of
Securities  and  Exchange  Commission  Staff  Accounting  Bulletin  No. 101, the
Company  deferred  recognition  of  revenue  from  such  equipment  sales  until
installation  is  complete  and  the  product  is  accepted by the customer. The
Company  previously  recognized  revenue  related  to  systems  upon shipment. A
provision  for  the  estimated  future cost of system installation, warranty and
commissions  was  recorded  when  revenue  was  recognized.  Service  revenue is
recognized  when  service  has  been completed.   The cumulative effect in prior
years  of  the change in accounting method was a charge of $6.8 million or $0.36
per  diluted  share.

LIQUIDITY AND CAPITAL RESOURCES

     At  December  31,  2001,  our  cash and cash equivalents were $3.0 million,
compared  to $3.1 million as of December 31, 2000.  Accounts receivable was $4.3
million,  a  decrease of $4.2 million from $8.5 million as of December 31, 2000,
as  we  were  able  to  collect  on  most  of  our  overdue  receivables.

     Cash  used by operating activities totaled $1.9 million 2001, and consisted
primarily  of  net  loss  of  $6.7 million and decreases in deferred revenues of
$11.2  million,  partially offset by depreciation of $3.0 million and reductions
in  receivables  of  $4.2 million and reductions in inventories of $9.2 million.
Inventory reductions were primarily related to improved supply chain management,
decreases  in inventory held at customer sites from $9.5 million to $5.1 million
and  to  reductions  in shipment backlog, which reduced from $8.4 million at the
end  of  December  2000  to  $3.2  million  on  December  31,  2001.

     Financing  activities  provided  cash of $9.4 million for 2001.  In May, we
received approximately $6.9 million of net proceeds from the sale of 2.5 million
shares of our common stock and warrants for 1.3 million additional shares of our
common  stock.  Additionally, we increased our net short-term borrowings by $1.8
million.

     We  incurred  capital  expenditures  of  $7.4  million  in  2001.  These
expenditures  were  primarily  related  to  the  continuing program of upgrading
existing  equipment in our development and applications laboratories to meet our
most  advanced  system  capabilities  and specifications, especially for our ALD
processes.  This has improved our product and film development capabilities, and
increased  our  customer  demonstration  capabilities,  which is critical in the
sales  process.



                                       23
<PAGE>
     Our  primary source of funds at December 31, 2001 consisted of $3.0 million
in  cash  and cash equivalents, and $4.3 million of accounts receivable, most of
which  we  have  collected  during  the  three  months  ending  March  31, 2002.

Significant financing transactions completed since December 31, 2000 include the
following:

-    On May 17, 2001, we sold 2,541,785 shares of our common stock, and warrants
     to  purchase  up to 1,270,891 of additional shares of common stock, for net
     proceeds  of approximately $6.9 million. Additional warrants were issued to
     Burnham  Securities  and  Wells  Fargo  Van  Kasper  for  their services as
     placement  agents  in  the transaction, for an additional 190,634 shares of
     our  common  stock.


-    On  December  20,  2001,  we replaced the $10.0 million line of credit with
     Venture  bank with a $10.0 million line of credit from Silicon Valley bank.
     The  Silicon  Valley  bank  agreement includes a domestic revolving line of
     credit of $7.5 million, secured against domestic eligible receivables and a
     foreign  line  of  credit  of  $7.5 million, financed by EXIM bank, secured
     against foreign eligible receivables and inventory. The initial term of the
     loan  is  12 months ending December 20, 2002. Total availability under both
     lines  at any given point in time is limited to $10.0 million. The interest
     rate for borrowings under both the domestic and foreign lines is prime plus
     1.75%  per  annum  calculated  on  the  basis  of  a 360-day year. The loan
     agreement is collateralized by a first priority perfected security interest
     in  the  Company's  assets  and  has  a  covenant  requiring the Company to
     maintain  a  minimum  tangible  net  worth  of  $12.0  million  plus 50% of
     consideration  for  subsequent  equity  issuances  and 50% of net income of
     future  quarters.  The minimum tangible net worth requirement is reduced by
     any  losses  in  a subsequent quarter, but will not be reduced to less than
     $12.0  million.  At  December  31, 2001, $4.5 million was outstanding under
     this  agreement  and  there  were  no additional funds available to borrow.

-    On  January  4,  2002,  we  received gross proceeds of $1.2 million under a
     secured loan with CitiCapital, a division of Citigroup. The loan is payable
     over  36  months, accrues interest of 8.75% per annum and is secured by two
     systems  in  our  demonstration  lab.

-    On  January 25, 2002, the Company sold 3,871,330 shares of our common stock
     and warrants to purchase up to 580,696 of additional shares of common stock
     for  net  proceeds  of  approximately  $7.9  million.

-    On  March  27, 2002, we amended our line of credit with Silicon Valley Bank
     to  increase  the  funds  available  under  both  lines  of credit to $15.0
     million,  to  extend the initial term of the loan to 15 months ending March
     19,  2003  and  to  reset  the  covenant  to  $12.0  million  plus  50%  of
     consideration  for  equity  issuances  subsequent  to  March  8,  2002.

A  summary  of our contractual obligations as of December 31, 2001 is as follows
(amounts  in  $000):

<TABLE>
<CAPTION>



                                                   Less than               After 5
                      Total   Revolving   1 year   1-3 years   4-5 years    years
                     -------  ----------  -------  ----------  ----------  --------
<S>                  <C>      <C>         <C>      <C>         <C>         <C>

Silicon Valley Bank  $ 4,481  $   4,481   $     -  $        -  $        -  $      -
Operating Leases      19,031         N/A      944       3,257       3,281    11,549
                     -------  ----------  -------  ----------  ----------  --------
                     $23,512  $    4,481  $   944  $    3,257  $    3,281  $ 11,549
                     =======  ==========  =======  ==========  ==========  ========
</TABLE>

     As of February 28, 2002, our cash balance was $9.8 million. We believe that
our  existing working capital and credit lines will be sufficient to satisfy our
cash  needs for the next 12 months. Accordingly, these financial statements have
been prepared on a going concern basis. However, we may need additional cash for
financing  our  growth. We are reviewing the possibility of procuring additional
financing  through  bank credit lines, equipment leases and various equity-based


                                       24
<PAGE>
transactions.  There  can  be no assurance that any required additional funding,
if  needed,  will  be  available  on  terms attractive to us, which could have a
material  adverse  affect  on  our  business, financial condition and results of
operations. Any additional equity financing may be dilutive to shareholders, and
any  additional  debt  financing,  if available, may involve further restrictive
covenants.

RECENT  ACCOUNTING  PRONOUNCEMENTS.

     In  July  2001, the Financial Accounting Standards Board (FASB) issued SFAS
No.  141,  "Business Combinations." SFAS No. 141 requires the purchase method of
accounting  for  business  combinations  initiated  after  June  30,  2001  and
eliminates  the pooling-of-interests method. We believe the adoption of SFAS No.
141,  to  date  has  not  had  significant  impact on our consolidated financial
statements.

     In  July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets,"  which is effective for fiscal years beginning after December 15, 2001.
SFAS  No.  142  requires,  among  other  things,  the discontinuance of goodwill
amortization.  In  addition,  the standard includes provisions upon adoption for
the  reclassification  of  certain  existing recognized intangibles as goodwill,
reassessment  of  the  useful  lives  of  existing  recognized  intangibles,
reclassification  of certain intangibles out of previously reported goodwill and
the  testing  for  impairment  of  existing  goodwill  and other intangibles. We
believe  the  adopting  of  SFAS  142  will not have a significant impact on our
consolidated  financial  statements.

     In  August  2001,  the  FASB  issued  SFAS  No.  143, "Accounting for Asset
Retirement  Obligations."  SFAS  No.  143  addresses  financial  accounting  and
reporting  for obligations associated with the retirement of tangible long-lived
assets  and the associated asset retirement costs. This statement applies to all
entities.  It  applies  to  legal  obligations associated with the retirement of
long-lived  assets  that  result from the acquisition, construction, development
and  (or)  the  normal  operation  of  long-lived  assets,  except  for  certain
obligations  of  leases.  As  used  in  this Statement, a legal obligation is an
obligation  that  a  party  is  required to settle as a result of an existing or
enacted  law,  stature,  ordinance  or  written  or  oral  contract  or by legal
construction  of  a  contract  under  the  doctrine  of promissory estoppel. The
statement  is  effective  for  financial  statements  issued  for  fiscal  years
beginning  after June 15, 2002. We do not expect the adoption of SFAS No. 143 to
have  a  material  effect  on  our  results  of  operations.

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment  or  Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 supersedes
SFAS  No.  121,  "Accounting  for  the  Impairment  of Long-Lived Assets and for
Long-Lived  Assets  to  be Disposed Of," and provides further guidance regarding
the  accounting  and disclosure of long-lived assets. The Company is required to
adopt  SFAS  144  effective January 1, 2002. We believe the adoption of SFAS No.
144 will not have a significant impact on our consolidated financial statements.

RISK FACTORS

     The  risks  described below are not the only risks that we face. Additional
risks  and uncertainties not presently known to us, or that are currently deemed
immaterial  may  also  impair  our  business operations. Our business, operating
results  or  financial  condition could be materially adversely affected by, and
the  trading  price of our common stock could decline due to any of those risks.
You  should  also  refer  to  the other information and our financial statements
included  in  this  10K  report  and  the  related  information  incorporated by
reference  into  this  10K  report.

WE HAVE EXPERIENCED LOSSES OVER THE LAST FEW YEARS AND WE MAY NOT BE ABLE TO
ACHIEVE OR SUSTAIN PROFITABILITY

     We  have  experienced losses of $6.7 million, $9.6 million and $1.6 million
for  2001,  2000  and  1999,  respectively.


                                       25
<PAGE>
     We may not be able to attain or sustain consistent future revenue growth on
an  annual  basis, or achieve and maintain consistent profitability on an annual
basis.

SUBSTANTIALLY ALL OF OUR NET SALES COME FROM A SMALL NUMBER OF LARGE CUSTOMERS

     Historically,  we  have  relied  on  a  small  number  of  customers  for a
substantial  portion  of  our  net  revenues.  For  example,  in  2001  Samsung
Electronics  Company,  Ltd.,  Read-Rite  Corporation,  NEC,  Infineon  and  SCS
accounted for 73%, 7%, 6%, 6% and 5% of revenues, respectively. In 2000, Samsung
Electronics  Company,  Ltd. and Micron Technology, Inc. accounted for 92% and 5%
of  revenues, respectively. In 1999, Samsung Electronics Company Ltd. and Micron
Technology,  Inc.  accounted  for  84%  and  11%  of  revenues,  respectively.

     The  semiconductor  manufacturing  industry generally consists of a limited
number  of  larger companies. Consequently, we expect that a significant portion
of  our  future  product sales will continue to be concentrated within a limited
number  of  customers,  even  though  we  are  making  progress  in reducing the
concentration  of  our reliance on customers through our strategy of product and
customer  diversification.

     None  of  our  customers  has  entered  into  a long-term agreement with us
requiring  them  to purchase our products. In addition, sales to these customers
may  decrease  in  the  future  when  they  complete their current semiconductor
equipment  purchasing  requirements.  If  any of our customers were to encounter
financial difficulties or become unable to continue to do business with us at or
near current levels, our business, results of operations and financial condition
would  be  materially  harmed.  Customers may delay or cancel orders or may stop
doing  business  with  us  for  a  number  of  reasons  including:

     -    customer  departures  from  historical  buying  patterns;
     -    general  market  conditions;
     -    economic  conditions;  or
     -    competitive  conditions  in  the  semiconductor  industry  or  in  the
          industries  that  manufacture  products utilizing integrated circuits.

WE ARE SUBJECT TO RISKS BEYOND OUR CONTROL OR INFLUENCE AND ARE HIGHLY DEPENDENT
ON  OUR  INTERNATIONAL  SALES,  PARTICULARLY  SALES  IN  ASIAN  COUNTRIES

     Export  sales accounted for approximately 93%, 98% and 86% of our total net
sales  in 2001, 2000 and 1999, respectively. Net sales to our South Korean-based
customers  accounted  for  approximately  73%,  92%  and 84% of total net sales,
respectively.  We  anticipate that international sales, including sales to South
Korea, will continue to account for a significant portion of our net sales. As a
result,  a  significant  portion  of  our  net  sales  will be subject to risks,
including:

     -    unexpected  changes  in  law  or  regulatory  requirements;
     -    exchange  rate  volatility;
     -    tariffs  and  other  barriers;
     -    political  and  economic  instability;
     -    difficulties  in  accounts  receivable  collection;
     -    extended  payment  terms;
     -    difficulties  in  managing  distributors  or  representatives;
     -    difficulties  in  staffing  our  subsidiaries;
     -    difficulties  in  managing  foreign  subsidiary  operations;  and
     -    potentially  adverse  tax  consequences.


                                       26
<PAGE>
     Our  foreign  sales are primarily denominated in U.S. dollars and we do not
engage  in  hedging  transactions. As a result, our foreign sales are subject to
the  risks  associated  with  unexpected  changes in exchange rates, which could
affect  the  price  of  our  products.

     In  the  past,  turmoil in the Asian financial markets resulted in dramatic
currency  devaluations,  stock  market declines, restriction of available credit
and  general  financial  weakness. For example, prices fell dramatically in 1998
because  integrated  circuit  manufacturers  sold  dynamic  random access memory
chips,  called  DRAM's,  at  less  than cost in order to generate cash. The cash
shortfall caused Asian semiconductor companies to defer or cancel investments in
new  production  facilities,  thereby  reducing  our  anticipated  sales  of our
semiconductor  manufacturing  equipment  in  Asia  in  1998.

     Also  during  this time, the value of the won, the currency of South Korea,
declined  significantly  against the U.S. dollar. As a result, purchases of U.S.
manufactured  products  became very costly. Since most of our sales were made to
South  Korean  customers,  these circumstances adversely impacted our customers'
ability to invest in new facilities and equipment that reduced our shipments and
profitability  in  1998.

     Wherever  currency  devaluations  occur  abroad,  our  goods  become  more
expensive  for  our  customers in that region. Difficult economic conditions may
limit capital spending by our customers. These circumstances may also affect the
ability  of  our  customers  to meet their payment obligations, resulting in the
cancellations  or  deferrals of existing orders and the limitation of additional
orders.

OUR  SALES  REFLECT  THE  CYCLICALITY OF THE SEMICONDUCTOR INDUSTRY, WHICH COULD
CAUSE  OUR  OPERATING  RESULTS  TO FLUCTUATE SIGNIFICANTLY AND COULD CAUSE US TO
FAIL  TO  ACHIEVE  ANTICIPATED  SALES

     Our  business  depends  upon  the  capital  expenditures  of  semiconductor
manufacturers, which in turn depend on the current and anticipated market demand
for  integrated circuits and products utilizing integrated circuits. Although we
are  marketing  our  atomic  layer  deposition  technology  to non-semiconductor
markets  such  as  markets  in  magnetic  thin  film heads, flat panel displays,
micro-electromechanical  systems  and inkjet printers, we are still dependent on
the semiconductor market. The semiconductor industry is cyclical and experiences
periodic  downturns both of which reduce the semiconductor industry's demand for
semiconductor  manufacturing  capital  equipment.

     Semiconductor industry downturns have significantly decreased our revenues,
operating  margins  and  results  of operations in the past. During the industry
downturn  in  1998, several of our customers delayed or cancelled investments in
new  manufacturing  facilities  and  equipment due to declining DRAM prices, the
Asian economic downturn, and general softening of the semiconductor market. This
caused  our  sales  in  1998  to  be significantly lower than in the prior three
years.

     After  the  dramatic  industry boom for semiconductor equipment that peaked
early  in  the  year 2000, another cyclical downturn is presently occurring. The
sharp  and  severe  industry  downturn in 2001 was the largest in the industry's
history. Almost all previous downturns have been solely due to pricing declines.
The  2001  downturn  in  the  industry  marked  a  corresponding decline in unit
production. Genus recently reported a loss for our 2001 financial results. There
is  a  risk  that our revenues and operating results will continue to be further
impacted  by  the  continued  downturn  in the semiconductor industry and global
economy.

OUR  FUTURE  GROWTH  IS  DEPENDENT  ON  ACCEPTANCE  OF NEW THIN FILMS AND MARKET
ACCEPTANCE  OF  OUR  SYSTEMS  RELATING  TO  THOSE  THIN  FILMS

     We  believe  that  our  future  growth  will  depend in large part upon the
acceptance  of  our  new  thin  films and processes, especially our atomic layer
deposition  technology. As a result, we expect to continue to invest in research
and  development  in  these new thin films and the systems that use these films.
There  can  be no assurance that the market will accept our new products or that
we  will  be  able  to develop and introduce new products or enhancements to our
existing  products and processes in a timely manner to satisfy customer needs or


                                       27
<PAGE>
achieve  market  acceptance.  The  failure  to  do  so  could harm our business,
financial  condition  and  results  of  operations.

     We  must  manage  product transitions successfully, as introductions of new
products  could harm sales of existing products. We derive our revenue primarily
from  the  sale of equipment used to chemically deposit tungsten silicide in the
manufacture  of memory chips. We estimate that the life cycle for these tungsten
silicide  deposition systems is three-to-five years. There is a risk that future
technologies, processes or product developments may render our product offerings
obsolete  and  we  may  not  be  able  to  develop and introduce new products or
enhancements  to  our  existing  products  in  a  timely  manner.

WE MAY NOT BE ABLE TO CONTINUE TO SUCCESSFULLY COMPETE IN THE HIGHLY COMPETITIVE
SEMICONDUCTOR  INDUSTRY  AGAINST  COMPETITORS  WITH  GREATER  RESOURCES

     The  semiconductor  manufacturing  capital  equipment  industry  is  highly
competitive.  We  face  substantial competition throughout the world. We believe
that  to  remain competitive, we will require significant financial resources in
order  to develop new products, offer a broader range of products, establish and
maintain  customer  service  centers  and  invest  in  research and development.

     Many  of  our existing and potential competitors have substantially greater
financial  resources,  more  extensive  engineering,  manufacturing,  marketing,
customer  service  capabilities  and  greater  name  recognition.  We expect our
competitors  to  continue to improve the design and performance of their current
products and processes and to introduce new products and processes with improved
price  and  performance  characteristics.

     If  our  competitors  enter  into  strategic  relationships  with  leading
semiconductor manufacturers covering thin film products similar to those sold by
us,  it  would  materially  adversely affect our ability to sell our products to
such  manufacturers.  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  and  sale of their product lines. We may not be able to
maintain  or  expand  our  sales  if  our  resources  do not allow us to respond
effectively  to  such  competitive  forces.

WE  MAY  NOT ACHIEVE ANTICIPATED REVENUE GROWTH IF WE ARE NOT SELECTED AS VENDOR
OF  CHOICE  FOR  NEW  OR  EXPANDED FABRICATION FACILITIES AND 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.  To  do  otherwise  creates  risk  for the manufacturer because the
manufacture  of  a  semiconductor  requires many process steps and a fabrication
facility will contain many different types of machines that must work cohesively
to  produce  products  that  meet the customers' specifications. If any piece of
equipment  fails  to  perform  as expected, the customer could incur significant
costs related to defective products, production line downtime, or low production
yields.

     Since  most  new  fabrication  facilities  are  similar  to  existing ones,
semiconductor  manufacturers  tend to continue using equipment that has a proven
track record. Based on our experience with major customers like Samsung, we have
observed  that  once  a particular piece of equipment is selected from a vendor,
the  customer is likely to continue purchasing that same piece of equipment from
the  vendor  for  similar  applications in the future. Our customer list, though


                                       28
<PAGE>
limited,  has expanded in recent months. Yet our broadening market share remains
at  risk  to  choices  made  by  customers  that  continue  to  be influenced by
pre-existing  installed  bases  by  competing  vendors.

     A  semiconductor  manufacturer  frequently  will attempt to consolidate its
other  capital  equipment requirements with the same vendor. Accordingly, we may
face  narrow  windows of opportunity to be selected as the "vendor of choice" by
potential  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 not able to achieve broader
market  acceptance  of  our systems and technology, we may be unable to grow our
business  and  our  operating  results  and  financial condition will be harmed.

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  manufacturing capacity. That decision typically involves a significant
capital  commitment  by  our customers. Accordingly, the purchase of our systems
typically  involves  time-consuming  internal  procedures  associated  with  the
evaluation,  testing,  implementation  and introduction of new technologies into
our  customers'  manufacturing  facilities.  For  many  potential  customers, an
evaluation  as  to  whether  new semiconductor manufacturing equipment is needed
typically  occurs  infrequently.  Following  an evaluation by the customer as to
whether  our systems meet its qualification criteria, we have experienced in the
past  and  expect  to experience in the future delays in finalizing system sales
while  the  customer  evaluates  and  receives  approval for the purchase of our
systems  and  constructs  a  new  facility  or  expands  an  existing  facility.

     Due  to  these  factors,  our  systems typically have a lengthy sales cycle
during  which  we  may  expend substantial funds and management effort. The time
between  our  first  contact  with a customer and the customer placing its first
order  typically  lasts  from  nine  to  twelve months and is often longer. This
lengthy  sales  cycle makes it difficult to accurately forecast future sales and
may  cause  our  quarterly and annual revenue and operating results to fluctuate
significantly  from  period  to  period.  If anticipated sales from a particular
customer  are  not  realized  in  a  particular period due to this lengthy sales
cycle,  our  operating  results  may  be  adversely  affected  for  that period.

OUR  INTELLECTUAL  PROPERTY  IS  IMPORTANT  TO US AND WE RISK LOSS OF A VALUABLE
ASSET,  REDUCED  MARKET  SHARE  AND  LITIGATION EXPENSES IF WE CANNOT ADEQUATELY
PROTECT  IT.

     Our  success depends in part on our proprietary technology. There can be no
assurance  that  we  will  be able to protect our technology or that competitors
will  not be able to develop similar technology independently. We currently have
a number of United States and foreign patents and patent applications. On August
1,  2001,  we  filed a counterclaim against ASM International N.V., charging ASM
with  infringing  Genus'  U.S.  Patent  5,294,568, entitled "Method of Selective
Etching Native Oxide," and with committing antitrust violations designed to harm
the  atomic  layer  deposition  market.

     There  can  be  no  assurance  that  any  patents  issued to us will not be
challenged,  invalidated  or circumvented or that the rights granted there under
will  provide  us  with  competitive  advantages.

IF  WE  ARE  FOUND  TO  INFRINGE  THE  PATENTS OR INTELLECTUAL PROPERTY OF OTHER
PARTIES,  OUR  ABILITY  TO  GROW  OUR  BUSINESS  MAY  BE  SEVERELY  LIMITED.

     From  time  to  time,  we  may  receive notices from third parties alleging
infringement  of  patents  or  intellectual property rights. It is our policy to
respect all parties' legitimate intellectual property rights, and we will defend
against such claims or negotiate licenses on commercially reasonable terms where


                                       29
<PAGE>
appropriate.  However,  no  assurance  can  be  given  that  we  will be able to
negotiate  necessary  licenses  on  commercially reasonable terms, or at all, or
that any litigation resulting from such claims would not have a material adverse
effect  on  our  business  and  financial  results.

     On  June  6,  2001,  ASM America, Inc. ("ASMA") filed a patent infringement
action  against  Genus, Inc. ASMA's complaint alleges that Genus is directly and
indirectly  infringing  U.S.  Patent  No. 5,916,365 (the "365 Patent"), entitled
"Sequential  Chemical Vapor Deposition," and U.S. Patent No. 6,015,590 (the "590
Patent")  entitles  "Method  For Growing Thin Films," which ASM claims to own or
exclusively  license.  The  complaint  seeks  monetary and injunctive relief. On
August  1,  2001, Genus filed a counterclaim against ASMA and ASM International,
N.V.  ("ASMI")  for infringement of U.S. Patent No. 5,294,568 (the "568 Patent")
entitled  "Method  of  Selective  Etching  Native  Oxide"  and  for  antitrust
violations. Genus also seeks a declaratory judgment that ASMA's claims regarding
the  365  and  590  Patents  are  invalid  and  unenforceable.  An  initial Case
Management  Conference  was  held  on  October 16, 2001. On January 9, 2002, The
Court  issued  an  order  granting  ASM  leave to amend its complaint to add Dr.
Sherman  as  a  party  and  to add a claim that Genus is directly and indirectly
infringing  U.S.  Patent No 4,798,165 (the "165 Patent") entitled "Apparatus for
Chemical Vapor Deposition Using an Axially Symmetric Gas Flow", which ASM claims
to  own.  The court also severed and stayed discovery regarding Genus' antitrust
claims  until after trial of the patent claims. On February 4, 2002, Genus filed
for  declaratory  judgment  on  the grounds that ASMA's claims regarding the 165
Patent  are invalid and unenforceable. The Claim Construction Hearings regarding
these  claims  are set for June 14, 2002 (for the 590 and 365 Patents), June 24,
2002  (for  the  568  Patent),  and  September  26,  2002  (for the 165 Patent).

     We  intend to defend our position vigorously. The outcome of any litigation
is  uncertain,  however,  and we may not prevail. Should we be found to infringe
any  of  the patents asserted, in addition to potential monetary damages and any
injunctive  relief granted, we would need either to obtain a license from ASM to
commercialize  our products or redesign our products so they do not infringe any
of  these  patents.  If  we  were  unable  to  obtain  a  license  or  adopt  a
non-infringing  product  design, we may not be able to proceed with development,
manufacture and sale of our atomic layer products. In this case our business may
not  develop  as  planned,  and  our  results  could  materially  suffer.

WE  ARE  DEPENDENT  UPON  KEY  PERSONNEL  WHO ARE EMPLOYED AT WILL, WHO WOULD BE
DIFFICULT  TO  REPLACE  AND  WHOSE  LOSS  WOULD IMPEDE OUR DEVELOPMENT AND SALES

     We  are highly dependent on key personnel to manage our business, and their
knowledge  of  business,  management  skills  and  technical  expertise would be
difficult  to replace. Our success depends upon the efforts and abilities of Dr.
William  W.R.  Elder,  our  chairman  and chief executive officer, Dr. Thomas E.
Seidel,  our  chief  technology  officer, and other key managerial and technical
employees who would be difficult to replace. The loss of Dr. Elder or Dr. Seidel
or  other key employees could limit or delay our ability to develop new products
and  adapt  existing  products to our customers' evolving requirements and would
also  result  in  lost  sales and diversion of management resources. None of our
executive  officers  are  bound  by  a  written  employment  agreement,  and the
relationships  with  our  officers  are  at  will.

     Because  of  competition  for additional qualified personnel, we may not be
able to recruit or retain necessary personnel, which could impede development or
sales  of  our products. Our growth depends 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. Competition for such personnel is intense, particularly
in the San Francisco Bay Area where we are based. If we are unable to retain our
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  customers,  or  fail  to  meet  delivery commitments or experience
deterioration  in  service  levels  or  decreased  customer  satisfaction.


                                       30
<PAGE>
OUR FAILURE TO COMPLY WITH ENVIRONMENTAL REGULATIONS COULD RESULT IN SUBSTANTIAL
LIABILITY  TO  US

     We  are  subject  to  a variety of federal, state and local laws, rules and
regulations  relating  to  the  protection  of health and the environment. These
include  laws,  rules  and  regulations  governing  the use, storage, discharge,
release,  treatment  and  disposal  of  hazardous  chemicals  during  and  after
manufacturing,  research and development and sales demonstrations. If we fail to
comply  with  present  or future regulations, we could be subject to substantial
liability  for  clean  up efforts, property damage, personal injury and fines or
suspension  or  cessation  of  our  operations.

     We  use  the  following  regulated  gases  at our manufacturing facility in
Sunnyvale:  tungsten hexafluoride, dichlorosilane silicide, silane and nitrogen.
We  also  use regulated liquids such as hydrofluoric acid and sulfuric acid. The
city  of  Sunnyvale,  California,  imposes  high  environmental  standards  to
businesses  operating  within  the  city.  Genus  has  met  the city's stringent
requirements  and  has  received an operating license from Sunnyvale. Presently,
our compliance record indicates that our methods and practices successfully meet
standards. Moving forward, if we fail to continuously maintain high standards to
prevent  the  leakage  of  any  toxins from our facilities into the environment,
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.

WE  DEPEND  UPON  A  LIMITED  NUMBER  OF  SUPPLIERS  FOR  MANY  COMPONENTS  AND
SUBASSEMBLIES,  AND SUPPLY SHORTAGES OR THE LOSS OF THESE SUPPLIERS COULD RESULT
IN  INCREASED  COST  OR  DELAYS  IN  THE  MANUFACTURE  AND  SALE OF OUR PRODUCTS

     Components  and sub-assemblies included in our products are obtained from a
single  supplier  or  a limited group of suppliers. Disruption or termination of
these  sources  could  have an adverse effect on our operations. We believe that
alternative sources could be obtained and qualified to supply these products, if
necessary. Nevertheless, a prolonged inability to obtain components could have a
material  adverse  effect  on  our  operating  results.

WE  DEPEND  UPON  SIX  INDEPENDENT  SALES  REPRESENTATIVES  FOR  THE SALE OF OUR
PRODUCTS  AND  ANY  DISRUPTION  IN THESE RELATIONSHIPS WOULD ADVERSELY AFFECT US

     We  currently  sell and support our thin film products through direct sales
and  customer  support  organizations in the U.S., Europe, South Korea and Japan
and  through six independent sales representatives and distributors in the U.S.,
Europe,  South  Korea,  Taiwan, China and Malaysia. We do not have any long-term
contracts  with  our  sales  representatives and distributors. Any disruption or
termination  of  our  existing distributor relationships could negatively impact
sales  and  revenue.

WE  ESTABLISHED  A  DIRECT SALES ORGANIZATION IN JAPAN AND WE MAY NOT SUCCEED IN
EFFECTIVELY  PENETRATING  THE  JAPANESE  MARKETPLACE

     We  terminated  our  relationship  with  our distributor, Innotech Corp. in
Japan  in  1998.  In  2000,  we  invested  significant  resources  in  Japan  by
establishing a direct sales organization, Genus-Japan, Inc. Although we continue
to  invest  significant  resources  in our Japan office and have received orders
from  two  new  Japanese  customers  in  2001, we may not be able to attract new
customers  in  the Japanese semiconductor industry, and as a result, we may fail
to  yield  a  profit  or  return  on  our  investment  in  Japan.

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

     Our common stock has experienced substantial price volatility, particularly
as  a  result  of  quarter-to-quarter  variations in our, our competitors or our
customers'  actual  or  anticipated  financial  results,  our competitors or our
customers'  announcements  of  technological  innovations,  revenue  recognition
policies,  changes in earnings estimates by securities analysts and other events
or  factors.  Also,  the  stock  market has experienced extreme price and volume


                                       31
<PAGE>
fluctuations  which have affected the market price of many technology companies,
in  particular, and which have often been unrelated to the operating performance
of these companies. These broad market fluctuations, as well as general economic
and  political  conditions in the United States and the countries in which we do
business,  may  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 the company's stock price.
This  type of litigation, if filed against us, could result in substantial costs
and  divert  our  management's  attention  and  resources.

BUSINESS  INTERRUPTIONS  COULD  ADVERSELY  AFFECT  OUR  BUSINESS

     Our  operations  are  vulnerable to interruption by fire, earthquake, power
loss, telecommunications failure and other events beyond our control. A disaster
could  severely damage our ability to deliver our products to our customers. Our
products  depend  on our ability to maintain and protect our operating equipment
and  computer  systems,  which  is  primarily  located  in or near our principal
headquarters  in Sunnyvale, California. Sunnyvale exists near a known earthquake
fault  zone.  Although  our  facilities  are  designed to be fault tolerant, the
systems  are  susceptible  to damage from fire, floods, earthquakes, power loss,
telecommunications  failures,  and  similar events. Although we maintain general
business  insurance against interruptions such as fires and floods, there can be
no  assurance  that  the  amount  of coverage will be adequate in any particular
case.

WE  ARE  OBLIGATED  TO  ISSUE  SHARES OF OUR STOCK UNDER OUTSTANDING OPTIONS AND
WARRANTS  AND  SUCH  ISSUANCE  MAY  DILUTE YOUR PERCENTAGE OWNERSHIP IN GENUS OR
CAUSE  OUR  STOCK  PRICE  TO  DROP

     As of January 31, 2002, we have a total of 5,231,431 shares of common stock
underlying  warrants  and  outstanding  employee  stock  options.  Of  the stock
options,  1,835,202  shares  are  exercisable as of January 31, 2002. All of the
shares  underlying  the  warrants  are currently exercisable. Some warrants have
terms  providing  for  an  adjustment  of  the  number  of shares underlying the
warrants  in  the  event  that  we  issue  new  shares at a price lower than the
exercise  price of the warrants, where we make a distribution of common stock to
our  shareholders  or  effect  a  reclassification.

     If  all  of the shares underlying the exercisable options and warrants were
exercised  and  sold in the public market, the value of your current holdings in
Genus  may decline as a result of dilution to your percentage ownership in Genus
or as a result of a reduction in the per share value of our stock resulting from
the  increase  in  the  number  of Genus shares available on the market, if such
availability  were  to  exceed  the  demand  for  our  stock.

WE  HAVE  IMPLEMENTED  ANTI-TAKEOVER  MEASURES  THAT MAY RESULT IN DILUTING YOUR
PERCENTAGE  OWNERSHIP  OF  GENUS  STOCK

     Pursuant  to a preferred stock rights agreement, our board of directors has
declared  a  dividend  of  one right for each share of our common stock that was
outstanding  as  of October 13, 2000. The rights trade with the certificates for
the common stock until a person or group acquires beneficial ownership of 15% or
m ore of our common stock. After such an event, we will mail rights certificates
to  our  shareholders  and  the  rights  will become transferable apart from the
common  stock.  At that time, each right, other than rights owned by an acquirer
or its affiliates, will entitle the holder to acquire, for the exercise price, a
number of shares of common stock having a then-current market value of twice the
exercise  price.

     In  the  event  that  circumstances  trigger  the  transferability  and
exercisability  of  rights granted in our preferred stock rights agreement, your
current holdings in Genus may decline as a result of dilution to your percentage
ownership  in  Genus or as a result of a reduction in the per share value of our
stock resulting from the increase in the number of outstanding shares available.


                                       32
<PAGE>
FORWARD-LOOKING  STATEMENTS

     We make forward-looking statements in this 10K report that may not prove to
be  accurate.

     This 10-K report contains or incorporates forward-looking statements within
the  meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities  Exchange  Act  of  1934  regarding,  among other items, our business
strategy,  growth  strategy  and anticipated trends in our business. We may make
additional  written  or  oral  forward-looking  statements  from time to time in
filings  with  the  Securities and Exchange Commission or otherwise. When we use
the  words "believe," "expect," "anticipate," "project" and similar expressions,
this  should  alert  you  that  this  is  a  forward-looking  statement.

     We  base  these  forward-looking  statements  on our expectations. They are
subject  to  a  number  of  risks  and  uncertainties  that cannot be predicted,
quantified  or  controlled.  Future  events  and  actual  results  could  differ
materially  from  those  set  forth  in,  contemplated  by,  or  underlying  the
forward-looking  statements.

     Statements  in  this  10-K  report, and in documents incorporated into this
10-K  report,  including  those  set  forth  above  in  "Risk Factors," describe
factors,  among  others, that could contribute to or cause these differences. In
light  of  these  risks  and  uncertainties,  there can be no assurance that the
forward-looking information contained in this 10-K report will in fact transpire
or  prove  to  be  accurate.  All  subsequent  written  and oral forward-looking
statements  attributable  to  us  or  persons acting on our behalf are expressly
qualified  in  their  entirety  by  this  section.

ITEM 7A.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     We  face  exposure to adverse movements in foreign currency exchange rates.
These  exposures may change over time as our business practices evolve and could
seriously  harm  our  financial results. Won denominated sales made by the South
Korean  subsidiary  for  the  year  ended  December 31, 2001 amounted to won 6.0
billion, or $4.6 million; sales for the year ended December 31, 2000 amounted to
won  10.4  billion,  or  $9.1 million; and sales for the year ended December 31,
1999  amounted  to  won 6.1 billion, or $5.2 million. Sales made by the Japanese
subsidiary  for  the year ended December 31, 2001 amounted to yen 369.0 million,
or  $3.1  million.  There were no sales from our Japanese subsidiary in 2000 and
1999.  An  increase  in  the  value  of  the  U.S.  dollar  relative  to foreign
currencies  could  make  our  products more expensive and, therefore, reduce the
demand  for  our  products.  Reduced  demand  for  our products could materially
adversely  affect  our  business, results of operations and financial condition.

     At  any time, fluctuations in interest rates could affect interest earnings
on  our cash, cash equivalents or increase any interest expense owed on the line
of  credit  facility. We believe that the effect, if any, of reasonably possible
near  term  changes  in  interest  rates  on  our financial position, results of
operations  and  cash  flows  would  not be material. Currently, we do not hedge
these  interest  rates  exposures.

ITEM 8.  CONSOLIDATED  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

     The  consolidated financial statements, together with the report thereon of
PricewaterhouseCoopers  LLP,  independent  accountants, dated February 11, 2002,
except  as to the fourth paragraph of Note 6, which is as of March 27, 2002, are
included  in  a  separate  section  of  this  Report.

SUPPLEMENTARY DATA:  SELECTED CONSOLIDATED QUARTERLY DATA

     The following table presents our consolidated statements of operations data
for  each  of  the  eight  quarters in the period ended December 31, 2001 In our
opinion,  this  information  has been presented on the same basis as the audited
consolidated financial statements included in a separate section of this report,
and  all necessary adjustments, consisting only of normal recurring adjustments,
have  been  included  in  the  amounts  below  to  present  fairly the unaudited
quarterly  results  when  read  in  conjunction  with  the  audited consolidated
financial  statements  and related notes.  The operating results for any quarter


                                       33
<PAGE>
should  not  be  relied  upon as necessarily indicated of results for any future
period.  We  expect  our  quarterly  operating  results  to  fluctuate in future
periods  due  to  a  variety  of reasons, including those discussed in "Business
Risks."

<TABLE>
<CAPTION>
                                               FIRST QTR    SECOND QTR    THIRD QTR    FOURTH QTR
                                              ====================================================
                                                        (IN THOUSANDS, EXCEPT SHARE DATA)
<S>                                           <C>          <C>           <C>          <C>
2001
Revenues                                      $   14,309   $    13,659   $   15,094   $     5,677
Gross profit                                       5,706         5,039        4,794           700
Net income (loss)                                    131          (853)        (744)       (5,200)
Basic net income (loss) per share             $     0.01   $     (0.04)  $    (0.03)  $     (0.23)
Diluted net income (loss) per share           $     0.01   $     (0.04)  $    (0.03)  $     (0.23)

2000
Revenues
  As originally reported                      $   12,277   $    12,356   $   14,165   $    15,683
  Effect of revenue recognition change            (8,451)       (5,770)         378             -
                                              -----------  ------------  -----------  ------------
  As restated for first three quarters and
    as reported for fourth quarter                 3,826         6,586       14,543        15,683
                                              -----------  ------------  -----------  ------------
Gross profit
  As originally reported                           5,465         5,450        6,043         6,361
  Effect of revenue recognition change            (4,483)       (3,039)         456             -
                                              -----------  ------------  -----------  ------------
  As restated for first three quarters and
    as reported for fourth quarter                   982         2,411        6,499         6,361
                                              -----------  ------------  -----------  ------------
Cumulative effect of change in
        accounting principle                      (6,770)            -            -             -
                                              -----------  ------------  -----------  ------------
Net income (loss)
  As originally reported                             971           955        1,190         1,099
  Effect of revenue recognition change           (11,308)       (3,014)         456             -
                                              -----------  ------------  -----------  ------------
  As restated for first three quarters and
      as reported for fourth quarter          $  (10,337)  $    (2,059)  $    1,646   $     1,099
                                              ===========  ============  ===========  ============

Basic income per share: Income before
     cumulative effect of accounting change
  As originally reported                      $     0.05   $      0.05   $     0.06   $      0.06
  Effect of revenue recognition change             (0.24)        (0.16)        0.03             -
                                              -----------  ------------  -----------  ------------
  As restated for first three quarters and
          as reported for fourth quarter           (0.19)        (0.11)        0.09          0.06
                                              -----------  ------------  -----------  ------------
Cumulative effect of change
      in accounting principle                      (0.36)            -            -             -
                                              -----------  ------------  -----------  ------------

Net income
  As originally reported                            0.05          0.05         0.06          0.06
  Effect of revenue recognition change             (0.60)        (0.16)        0.03             -
                                              -----------  ------------  -----------  ------------
  As restated for first three quarters and
          as reported for fourth quarter      $    (0.55)  $     (0.11)  $     0.09   $      0.06
                                              ===========  ============  ===========  ============

Diluted income per share: Income before
     cumulative effect of accounting change
  As originally reported                      $     0.05   $      0.05   $     0.06   $      0.05
  Effect of revenue recognition change             (0.24)        (0.16)        0.02             -
                                              -----------  ------------  -----------  ------------
  As restated for first three quarters and
        as reported for fourth quarter             (0.19)        (0.11)        0.08          0.05
                                              -----------  ------------  -----------  ------------


                                       34
<PAGE>
  Cumulative effect of change in
     accounting principle                          (0.36)            -            -             -
                                              -----------  ------------  -----------  ------------

 Net income (loss)
  As originally reported                            0.05          0.05         0.06          0.05
Effect of revenue recognition change               (0.60)        (0.16)        0.02             -
                                              -----------  ------------  -----------  ------------
 As restated for first three quarters and
      as reported for fourth quarter          $    (0.55)  $     (0.11)  $     0.08   $      0.05
                                              ===========  ============  ===========  ============
</TABLE>

ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL  DISCLOSURE

None.


                                       35
<PAGE>
                                    PART III


ITEM  10.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

     As  of  December  31,  2001,  the  directors  and executive officers of the
Company,  who  are  elected  by  and  serve  at  the  discretion of the Board of
Directors,  are  as  follows:

<TABLE>
<CAPTION>
NAME                     AGE  POSITION
-----------------------  ---  ----------------------------------------------------------
<S>                      <C>  <C>
William W.R. Elder. . .   63  Chairman and Chief Executive Officer
Thomas E. Seidel, Ph.D.   66  Executive Vice President, Chief Technical Officer
Shum Mukherjee. . . . .   51  Executive Vice President, Finance, Chief Financial Officer
* Werner Rust . . . . .   59  Vice President, Worldwide Sales & Marketing
Eddie Lee . . . . . . .   50  Executive Vice President, Advanced Engineering
Mario M. Rosati . . . .   55  Secretary and Director
Todd S. Myhre . . . . .   57  Director
G. Frederick Forsyth. .   57  Director
George D. Wells . . . .   66  Director
Robert J. Richardson. .   55  Director
</TABLE>

     Except  for  Mr.  Mukherjee  and  Mr.  Lee,  all  of the officers have been
associated  with  us in their present or other capacities for more than the past
five years. Officers are elected annually by the Board of Directors and serve at
the  discretion  of  the  Board.  There  are  no  family relationships among our
executive  officers.

     *    Mr. Rust will be approved as an officer in the May 2002 meeting of the
          Board  of  Directors.

     WILLIAM W.R. ELDER was a founder of Genus and is our Chairman of the Board,
President  and our Chief Executive Officer. From October 1996 to April 1998, Dr.
Elder  served  only as Chairman of the Board. From April 1990 to September 1996,
Dr.  Elder  was  Chairman of the Board, President and Chief Executive Officer of
the  Company.  From  November  1981 to April 1990, Dr. Elder was President and a
director  of  the  Company.

     THOMAS  E.  SEIDEL  has  served  as  our Executive Vice President and Chief
Technical Officer since January 1996. From July 1988 to January 1996, Dr. Seidel
was  associated  with  SEMATECH, a semiconductor-industry consortium, in various
senior management positions, most recently as Chief Technologist and Director of
Strategic  Technology.

     SHUM  MUKHERJEE  has  served as our Executive Vice President of Finance and
Chief  Financial  Officer  since October 2001. Mr. Mukherjee has broad financial
management experience. From 1978 to 1984, Mr. Mukherjee was with Ford of Europe,
Raychem Corporation (now a division of Tyco International) from 1984 to 1998 and
with  E*TRADE  Group from 1998 to 2001. Mr. Mukherjee earned a Masters Degree in
Management  from  the  Sloan  School of Management at Massachusetts Institute of
Technology.

     WERNER  RUST  has  served  as  our  Vice  President  of Sales and Marketing
Worldwide  since  November  2001. Mr. Rust has more than 20 years' experience in
semiconductor  sales  and  marketing.  From  1994  to  1996,  Mr. Rust served as
Director  of  Marking at GaSonics. From 1997 to 1998, Mr. Rust served as General
Manager  of  Low-K  Dielectric  at Fairchild Technologies. From 1998 to February
2001,  Mr.  Rust  served  as Director of Marketing at SVG. From February 2001 to
September  2001,  Mr.  Rust served as CMO/Etch of Strategic Marketing at Applied
Materials.

     EDDIE  LEE has served as our Executive Vice President, Advanced Technology,
Engineering  and  Strategic  Marketing  since  February 2001. Mr. Lee joined the
Company  in  August  2000,  as  Vice  President  of  New  Technology  Business
Development.  Prior  to  joining  the  Company,  Mr.  Lee  was Vice President of


                                       36
<PAGE>
Technology  at  Silicon  Valley  Group.  Working in the thin film industry since
1974, Mr. Lee has held managerial positions at Honeywell, Advanced Micro Devices
and  Varian.  He  is  currently  on  the  technical  advisory board of two other
privately  held  companies  in  a  non-competing  field  with  Genus.

     MARIO  M.  ROSATI  has  served  as  our  Secretary  since May 1996 and as a
director since our inception in November 1981. He has been a member, since 1971,
of  the  law  firm  Wilson  Sonsini Goodrich & Rosati, Professional Corporation,
general  counsel  to  the  Company.  Mr.  Rosati is also a director of Aehr Test
Systems,  a  manufacturer  of  computer  hardware  testing  systems,  Sanmina
Corporation,  an  electronics contract manufacturer, Symyx Technologies, Inc., a
combinatorial  materials  science company, The Management Network Group, Inc., a
management  consulting  firm  focused  on  the  telecommunications industry, and
Vivus,  a  specialty pharmaceutical company, all publicly-held companies.  He is
also  a  director  of  a  number  of  privately  held  companies.

     TODD  S. MYHRE has served as a director since January 1994. Since September
1999,  he  served  as  Interim  Chief  Executive  Officer and a Board member for
Ybrain.com,  an  e-commerce  company focused on the college student market. From
April  1998 to August 1999 and from September 1995 to January 1996, he served as
President,  Chief  Executive  Officer,  and  a  Board  member  of  GameTech
International, an electronic gaming manufacturer. From February 1996 to February
1998,  Mr.  Myhre was an international business consultant. From January 1993 to
August  1993,  from August 1993 to December 1993 and from January 1994 to August
1995,  Mr.  Myhre  served  as  Vice President and Chief Financial Officer of the
Company,  as  Executive  Vice  President  and  Chief  Operating  Officer  and as
President  and  a  Director  of  the  Company.

     G.  FREDERICK  FORSYTH  has served as a director since February 1996. Since
May  2000,  Mr.  Forsyth has served as President and CEO of NewRoads, Inc.  From
March 1999 to May 2000, Mr. Forsyth served as President, Systems Engineering and
Services  of Solectron Corp.  From August 1997 to March 1999, Mr. Forsyth served
as  President,  Professional Products Division of Iomega, Inc. From June 1989 to
February  1997, Mr. Forsyth was associated with Apple Computer, Inc., a personal
computer  manufacturer, in various senior management positions, most recently as
Senior  Vice  President  and  General  Manager,  Macintosh  Product  Group.

     GEORGE  D.  WELLS has served as a director since March 2000. From July 1992
to  October  1996,  Mr. Wells served as President and Chief Executive Officer of
Exar Corporation. From April 1985 to July 1992, he served as President and Chief
Operating  Officer of L.S.I. Logic Corporation and became Vice Chairman in March
1992.  From  May 1983 to April 1985, Mr. Wells was President and Chief Executive
Officer  of  Intersil,  Inc.,  a  subsidiary  of  General  Electric  Company.

     ROBERT  J.  RICHARDSON  has  served  as  a director since March 2000. Since
January  2000, Mr. Richardson has been a semiconductor industry consultant. From
November  1997  to  January  2000,  Mr.  Richardson  served  as  Chairman, Chief
Executive  Officer  and  President  of  Unitrode  Corporation. From June 1992 to
November  1997,  he  served  in  various positions at Silicon Valley Group, Inc.
including  President  Lithography Systems, President Track Systems Division, and
Corporate  Vice-President  New  Business Development and Marketing. From October
1988  to June 1992, Mr. Richardson was President and General Manager, Santa Cruz
Division  at  Plantronics,  Inc.

ITEM 11.  EXECUTIVE  COMPENSATION

     The  information  required  by  this  Item  is incorporated by reference to
"Board  of  Directors  and  Committees,"  "Summary  Compensation  Table," "Stock
Options  and  Stock  Appreciation  Rights"  and  "Retirement  Benefits"  in  the
Company's  definitive  Proxy  Statement  for  the fiscal year ended December 31,
2001,  which we will file with the Securities and Exchange Commission within 120
days  after  the  end  of  the  fiscal  year  covered  by  this  report.


                                       37
<PAGE>
ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

     The  information  required  by  this  Item  is incorporated by reference to
"Information  Relating  to  Directors,  Nominees  and Executive Officers" in the
Company's  definitive  Proxy  Statement  for  the fiscal year ended December 31,
2001,  which we will file with the Securities and Exchange Commission within 120
days  after  the  end  of  the  fiscal  year  covered  by  this  report.

ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     The  information  required  by  this  Item  is incorporated by reference to
"Certain  Transactions"  in  the  Company's  definitive  Proxy Statement for the
fiscal  year  ended December 31, 2001 which we will file with the Securities and
Exchange  Commission within 120 days after the end of the fiscal year covered by
this  report


                                       38
<PAGE>
PART IV

ITEM 14.  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULE  AND  REPORTS  ON  FORM  8-K

(a)  The  following  documents  are  filed  as  a  part  of  this  Report:

1.   Consolidated  Financial  Statements.

     Report  of  Independent  Accountants

     Consolidated  Balance  Sheets  -  December  31,  2001  and  2000

     Consolidated Statements of Operations - Years Ended December 31, 2001, 2000
     and  1999

     Consolidated  Statements  of  Shareholders' Equity and comprehensive income
     (loss)  -  Years  Ended  December  31,  2001,  2000  and  1999

     Consolidated Statements of Cash Flows - Years Ended December 31, 2001, 2000
     and  1999

     Notes to the Consolidated Financial Statements


2.   Financial  Statement  Schedule.

     Schedule  II  "Valuation  and  Qualifying  Accounts"


3.   Exhibits  and  reports on form 8-K. The Exhibits listed on the accompanying
     Index  to  Exhibits  immediately following the financial statement schedule
     are  filed  as  part  of,  or  incorporated by reference into, this Report.

     On  December 13, 2001, the Company filed a Form 8-K with the Securities and
     Exchange  Commission  its  intention  to  conduct  a  private  placement
     transaction  in  the  first  quarter  of  2002.


                                       39
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS



To  the  Board  of  Directors  and  Shareholders  of
Genus,  Inc.:

     In  our  opinion,  the  accompanying  consolidated  balance  sheets and the
related  consolidated  statements  of  operations,  of  shareholders' equity and
comprehensive  loss  and of cash flows present fairly, in all material respects,
the  financial position of Genus, Inc. and its subsidiaries at December 31, 2001
and  2000,  and the results of their operations and their cash flows for each of
the  three  years  in  the  period  ended  December 31, 2001, in conformity with
accounting  principles generally accepted in the United States of America. These
financial  statements  are  the  responsibility of the Company's management; our
responsibility  is  to express an opinion on these financial statements based on
our  audits.  We  conducted  our  audits  of these statements in accordance with
auditing  standards  generally  accepted  in the United States of America, which
require  that we plan and perform the audit to obtain reasonable assurance about
whether  the  financial  statements  are free of material misstatement. An audit
includes  examining,  on  a  test  basis,  evidence  supporting  the amounts and
disclosures  in  the  financial  statements, assessing the accounting principles
used  and  significant  estimates made by management, and evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

As  discussed  in  Note  2  to  the consolidated financial statements, effective
January 1, 2000, the Company changed its method of recognizing revenue to comply
with  Securities  and  Exchange  Commission  Staff  Accounting Bulletin No. 101.

/s/  PRICEWATERHOUSECOOPERS  LLP
--------------------------------
PricewaterhouseCoopers  LLP

San  Jose,  California
February  11,  2002,  except  as  to  the  fourth  paragraph  of  Note  6,
which  is  as  of  March  27,  2002


                                       40
<PAGE>
<TABLE>
<CAPTION>
                            GENUS, INC. AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
                                   (IN THOUSANDS)
                                                                    DECEMBER 31,
                                                                --------------------
                                                                  2001       2000
                                                                ---------  ---------
<S>                                                             <C>        <C>
ASSETS
Current Assets:
  Cash and cash equivalents. . . . . . . . . . . . . . . . . .  $  3,043   $  3,136
  Accounts receivable (net of allowance for doubtful accounts
    of $69 in 2001 and $363 in 2000) . . . . . . . . . . . . .     4,262      8,479
  Inventories. . . . . . . . . . . . . . . . . . . . . . . . .    12,648     21,849
  Other current assets . . . . . . . . . . . . . . . . . . . .     1,221        675
                                                               ---------  ---------
    Total current assets . . . . . . . . . . . . . . . . . . .    21,174     34,139
  Equipment, furniture and fixtures, net . . . . . . . . . . .    14,573     10,207
  Other assets, net. . . . . . . . . . . . . . . . . . . . . .       155        189
                                                               ---------  ---------
    Total assets . . . . . . . . . . . . . . . . . . . . . . .  $ 35,902   $ 44,535
                                                                =========  =========


LIABILITIES
Current Liabilities:
  Short-term bank borrowings . . . . . . . . . . . . . . . . .  $  4,481   $  2,719
  Accounts payable . . . . . . . . . . . . . . . . . . . . . .     8,352      8,647
  Accrued expenses . . . . . . . . . . . . . . . . . . . . . .     3,553      3,315
  Deferred revenue . . . . . . . . . . . . . . . . . . . . . .     7,388     18,562
                                                               ---------  ---------
    Total liabilities. . . . . . . . . . . . . . . . . . . . .    23,774     33,243
                                                               ---------  ---------

Commitments and contingencies (Note 7)

SHAREHOLDERS' EQUITY
Preferred stock, no par value:
  Authorized 2,032 shares;
  Issued and outstanding, none . . . . . . . . . . . . . . . .         0          0
Common stock, no par value:
  Authorized 50,000 shares;
    Issued and outstanding, 22,365 shares in 2001 and
    19,319 shares in 2000. . . . . . . . . . . . . . . . . . .   110,753    102,837
  Accumulated deficit. . . . . . . . . . . . . . . . . . . . .   (96,189)   (89,523)
  Note receivable from shareholder . . . . . . . . . . . . . .      (151)         0
  Accumulated other comprehensive loss . . . . . . . . . . . .    (2,285)    (2,022)
                                                                ---------  ---------
    Total shareholders' equity . . . . . . . . . . . . . . . .    12,128     11,292
                                                                ---------  ---------
    Total liabilities and shareholders' equity . . . . . . . .  $ 35,902   $ 44,535
                                                               =========  =========
</TABLE>

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


                                       41
<PAGE>
<TABLE>
<CAPTION>
                          GENUS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                                  YEARS  ENDED  DECEMBER  31,
                                                                 ----------------------------
                                                                   2001      2000      1999
                                                                 --------  --------  --------
<S>                                                              <C>       <C>       <C>

Revenues. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $48,739   $40,638   $28,360
Costs and expenses:
  Cost of goods sold. . . . . . . . . . . . . . . . . . . . . .   32,500    24,385    16,628
  Research and development. . . . . . . . . . . . . . . . . . .   12,118     8,659     5,368
  Selling, general and administrative . . . . . . . . . . . . .   10,381    10,093     7,930
  Restructuring and other . . . . . . . . . . . . . . . . . . .        0         0       543
                                                                  ------  --------  ---------
    Loss from operations. . . . . . . . . . . . . . . . . . . .   (6,260)   (2,499)   (2,109)
Other income (expense), net . . . . . . . . . . . . . . . . . .     (336)      108       669
                                                                  ------  --------  ---------
Loss before provision for income taxes and cumulative effect
  of change in accounting principle . . . . . . . . . . . . . .   (6,596)   (2,391)   (1,440)
Provision for income taxes. . . . . . . . . . . . . . . . . . .       70       490       177
                                                                  ------  --------  ---------
Loss before cumulative effect of change in accounting principle   (6,666)   (2,881)   (1,617)
Cumulative effect of change in accounting principle . . . . . .        0    (6,770)        0
                                                                  ------  --------  ---------
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(6,666)  $(9,651)  $(1,617)
                                                                 ========  ========  ========
Per share data:
Basic and diluted loss per share  before cumulative effect. . .  $ (0.31)  $ (0.15)  $ (0.09)
Cumulative effect of change in accounting principle . . . . . .        0     (0.36)        0
                                                                  ------  --------  ---------
Basic and diluted net loss per share. . . . . . . . . . . . . .  $ (0.31)  $ (0.51)  $ (0.09)
                                                                 ========  ========  ========
Shares used to compute basic and diluted net loss per share . .   21,163    18,937    18,134
                                                                 ========  ========  ========
</TABLE>

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


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<PAGE>
<TABLE>
<CAPTION>
                                             GENUS, INC. AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                                AND COMPREHENSIVE LOSS
                                                    (IN THOUSANDS)


                                                                  NOTES
                                              COMMON STOCK      RECEIVABLE         ACCUMULATED OTHER
                                            ----------------       FROM        ACCUMULATED COMPREHENSIVE
                                            SHARES   AMOUNT    SHAREHOLDERS      DEFICIT          LOSS         TOTAL
                                            ------  --------  --------------  -------------  ---------------  --------
<S>                                         <C>     <C>       <C>             <C>            <C>              <C>
Balances, January 1, 1999. . . . . . . . .  17,473  $ 99,849              0   $    (78,255)  $       (1,641)  $19,953
  Conversion of 16 shares of Series B
    convertible preferred stock to 640
    shares of common stock . . . . . . . .     640       773              0              0                0       773
  Issuance of shares of common
    stock under stock option plan. . . . .      50       102              0              0                0       102
  Issuance of shares of common stock under
    employee stock purchase plan . . . . .     306       220              0              0                0       220
  Issuance of warrants to Venture Bank to
    purchase 25 shares of common stock . .       0        53              0              0                0        53
  Amortization of deferred stock
    compensation . . . . . . . . . . . . .       0        45              0              0                0        45
  Net loss . . . . . . . . . . . . . . . .       0         0              0         (1,617)               0
  Translation adjustments. . . . . . . . .       0         0              0              0             (151)
  Comprehensive loss . . . . . . . . . . .       0         0              0              0                0    (1,768)
                                            ------  --------  --------------  -------------  ---------------  --------
Balances, December 31, 1999. . . . . . . .  18,469   101,042              0        (79,872)          (1,792)   19,378
  Issuance of shares of common stock
    under stock option plan. . . . . . . .     490     1,023              0              0                0     1,023
  Issuance of shares of common
    stock from warrants and options. . . .      72         0              0              0                0         0
  Issuance of shares of common stock under
    employee stock purchase plan . . . . .     288       282              0              0                0       282
  Stock-based compensation . . . . . . . .       0       490              0              0                0       490
  Net loss . . . . . . . . . . . . . . . .       0         0              0         (9,651)               0
  Translation adjustments. . . . . . . . .       0         0              0              0             (230)
 Comprehensive loss. . . . . . . . . . . .       0         0              0              0                0    (9,881)
                                            ------  --------  --------------  -------------  ---------------  --------
Balances, December 31, 2000. . . . . . . .  19,319   102,837              0        (89,523)          (2,022)   11,292
  Issuance of  shares of common stock and
    warrants to purchase common stock
    under private placement, net of
    issuance cost of $725. . . . . . . . .   2,542     6,900              0              0                0     6,900
  Issuance of shares of common stock
    under stock option plan. . . . . . . .     243       521           (151)             0                0       370
  Issuance of shares of common stock
    under employee stock purchase plan . .     261       417              0              0                0       417
  Stock-based compensation . . . . . . . .       0        78              0              0                0        78
  Net loss . . . . . . . . . . . . . . . .       0         0              0         (6,666)               0
  Translation adjustments. . . . . . . . .       0         0              0              0             (263)
Comprehensive loss . . . . . . . . . . . .       0         0              0              0                0    (6,929)
                                            ------  --------  --------------  -------------  ---------------  --------
Balances, December 31, 2001. . . . . . . .  22,365  $110,753  $        (151)  $    (96,189)  $       (2,285)  $12,128
                                            ======  ========  ==============  =============  ===============  ========
</TABLE>

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


                                       43
<PAGE>
<TABLE>
<CAPTION>
                                 GENUS, INC. AND SUBSIDIARIES
                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (IN THOUSANDS)


                                                                   YEARS ENDED DECEMBER 31,
                                                                ------------------------------
                                                                  2001       2000       1999
                                                                ---------  ---------  --------
<S>                                                             <C>        <C>        <C>
Cash flows from operating activities:
  Net loss . . . . . . . . . . . . . . . . . . . . . . . . . .  $ (6,666)  $ (9,651)  $(1,617)
  Adjustments to reconcile net loss to net cash from operating
  activities:
  Cumulative effect of change in accounting principle. . . . .         0      6,770         0
  Depreciation . . . . . . . . . . . . . . . . . . . . . . . .     3,034      1,740     1,805
  Provision for doubtful accounts. . . . . . . . . . . . . . .         0       (188)       51
  Restructuring and other. . . . . . . . . . . . . . . . . . .         0          0       543
  Stock-based compensation . . . . . . . . . . . . . . . . . .        78        490        98
  Changes in assets and liabilities:
    Accounts receivable. . . . . . . . . . . . . . . . . . . .     4,217       (662)    4,785
    Inventories. . . . . . . . . . . . . . . . . . . . . . . .     9,201    (10,414)   (1,928)
    Other assets . . . . . . . . . . . . . . . . . . . . . . .      (512)       352      (519)
    Accounts payable . . . . . . . . . . . . . . . . . . . . .      (295)     4,501     1,953
    Accrued expenses . . . . . . . . . . . . . . . . . . . . .       238        111      (626)
    Deferred revenue . . . . . . . . . . . . . . . . . . . . .   (11,174)     4,659         0
                                                                ---------  ---------  --------
    Net cash provided by (used in) operating activities. . . .    (1,879)    (2,292)    4,545
                                                                ---------  ---------  --------
Cash flows from investing activities:
  Acquisition of equipment, furniture and fixtures . . . . . .    (7,400)    (5,053)   (2,040)
                                                                ---------  ---------  --------
    Net cash used in investing activities. . . . . . . . . . .    (7,400)    (5,053)   (2,040)
                                                                ---------  ---------  --------
Cash flows from financing activities:

  Net proceeds from issuance of common stock . . . . . . . . .     7,687      1,305       322
  Proceeds from short-term bank borrowings . . . . . . . . . .    14,236      6,719         0
  Payments of short-term bank borrowings . . . . . . . . . . .   (12,474)    (4,000)   (4,000)
  Payments of long-term debt and capital leases. . . . . . . .         0        (52)      (62)
                                                                ---------  ---------  --------
    Net cash provided by (used in) financing activities. . . .     9,449      3,972    (3,740)
                                                                ---------  ---------  --------
Effect of exchange rate changes on cash. . . . . . . . . . . .      (263)      (230)     (151)
                                                                ---------  ---------  --------
Net decrease in cash and cash equivalents. . . . . . . . . . .       (93)    (3,603)   (1,386)

Cash and cash equivalents, beginning of year . . . . . . . . .     3,136      6,739     8,125
                                                                ---------  ---------  --------
Cash and cash equivalents, end of year . . . . . . . . . . . .  $  3,043   $  3,136   $ 6,739
                                                                =========  =========  ========

Supplemental Cash Flow Information
Cash paid for interest . . . . . . . . . . . . . . . . . . . .  $    470   $     76   $     4
Cash paid for income taxes . . . . . . . . . . . . . . . . . .         1        177         0
Non-cash investing and financing activities:
  Conversion of Series B preferred stock to common stock . . .  $      0   $      0   $   773
</TABLE>

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


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<PAGE>
--------------------------------------------------------------------------------

                          GENUS, INC. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1.  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     Nature  of  Operations.  Genus,  Inc.  (the  "Company") was incorporated in
California  in  1982.  The  Company  designs,  manufactures  and markets capital
equipment and deposition processes for advanced semiconductor manufacturing. The
Company's  products  are  marketed  worldwide  either  directly  to end-users or
through  exclusive  sales  representative  arrangements.  In  January  1996, the
Company  opened a subsidiary in South Korea to provide sales and service support
to Korean customers. The Company's customers include semiconductor manufacturers
located  throughout  the  United States, Europe and in the Pacific Rim including
Japan,  South  Korea  and  Taiwan.  The  following is a summary of the Company's
significant  accounting  policies.

     Basis  of  Presentation.  The consolidated financial statements include the
accounts  of  Genus, Inc. and its wholly owned subsidiaries after elimination of
significant  inter-company  accounts  and  transactions.  The  preparation  of
financial statements in conformity with generally accepted accounting principles
requires  management  to make estimates and assumptions that affect the reported
amounts  of  assets  and  liabilities  and  disclosure  of contingent assets and
liabilities  at the date of the financial statements and the reported amounts of
revenues  and  expenses during the reporting period. Actual results could differ
from  those  estimates.

     Liquidity.  During the year ended December 31, 2001, the Company was in the
process  of  executing its business strategy and has plans to eventually achieve
profitable  operations.  Management  believes  that  existing cash and available
financing  will  be  sufficient  to  meet  projected  working  capital,  capital
expenditures  and  other  cash  requirements  for  the  next  twelve  months.
Accordingly,  these  financial  statements have been prepared on a going concern
basis.

     Cash  and  Cash  Equivalents.  The  Company  considers  all  highly  liquid
investments  with  maturity  of  three  months or less when purchased to be cash
equivalents.  Cash  equivalents  consist  primarily  of  money  market  funds.

     Fair  Value of Financial Instruments. The carrying amounts of cash and cash
equivalents,  accounts  receivable,  short  term  bank  borrowings  and accounts
payable  approximate estimated fair value because of the short maturity of those
financial  instruments.

     Concentration  of  Credit  Risk.  Financial  instruments, which potentially
subject  the  Company  to  concentrations of credit risk, consist principally of
cash  and  cash  equivalents  and trade receivables. The Company places cash not
required  for  current  disbursement in money market funds in the United States.
The  Company  does  not  require  collateral from its customers and maintains an
allowance  for  credit  losses.

     One  customer  accounted  for an aggregate of 99% of accounts receivable at
December  31, 2001.  Two customers accounted for an aggregate of 91% of accounts
receivable  at  December  31,  2000.  The  Company  has written off bad debts of
$294,000,  none,  and  none  in  2001,  2000,  and  1999,  respectively.

     Inventories.  Inventories  are stated at the lower of cost or market, using
standard  costs  that  approximate  actual  costs, under the first-in, first-out
method.

Included in the inventory are customer evaluation units. If not purchased by the
customer  within  6  months  after shipment date, the units are amortized over 3
years.

     Long-Lived Assets. Equipment, furniture and fixtures are stated at cost and
depreciated  using  the  straight-line method over their estimated useful lives,
which  range from three to ten years. Leasehold improvements are amortized using


                                       45
<PAGE>
the  straight-line  method  over  their  estimated useful lives or the remaining
lease  term,  whichever  is  less.

Equipment includes demonstration equipment, which is located in our Applications
Laboratory  and are used to demonstrate to our customers the capabilities of our
equipment  to process wafers and deposit films. The gross value of demonstration
equipment  is  based  on  the  cost  of  materials  and actual factory labor and
overhead  expenses  incurred  in  manufacturing  the equipment. Costs related to
refurbishing  or  maintaining existing demonstration equipment, which do not add
to the capabilities or useful life of the equipment, are not capitalized and are
expensed  as incurred. Demonstration equipment is stated at cost and depreciated
over  a  period  of  five  years.

     Revenue  Recognition.  The Company's selling arrangements generally involve
contractual  customer  acceptance  provisions  and  installation  of the product
occurs  after  shipment and transfer of title. As a result, effective January 1,
2000,  to comply with the provisions of Securities and Exchange Commission Staff
Accounting Bulletin No. 101, the Company defers recognition of revenue from such
equipment  sales  until  installation is complete and the product is accepted by
the  customer.  Under  SAB  101,  warranty  obligations  are  accrued upon final
customer  acceptance  which  coincides  with  recognition  of  revenue. Prior to
January  1,  2000,  revenue  related  to  systems  was generally recognized upon
shipment.  A  provision  for  the  estimated future cost of system installation,
warranty  and  commissions  was  recorded  when  revenue was recognized. Service
revenue  is  recognized  when  service  has  been  completed.

     Product Warranty. The Company provides one-year labor and two-year material
warranty  on  its  products.  Warranty  expenses  are  accrued  upon  revenue
recognition.  At  present, based upon historical experience, the Company accrues
material  warranty  equal  to  2%  and 5% of shipment value for its LYNX2(R) and
LYNX3 products, respectively, and labor warranty equal to $20,000 per system for
both  its  LYNX2(R) and LYNX3 products. At the end of every quarter, the Company
reviews  its actual spending on warranty and reassess if its accrual is adequate
to  cover  warranty  expenses  on the systems in the field which are still under
warranty.  Differences  between  the  required  accrual  and  booked accrual are
charged  to  warranty  expenses  for  the  period.

     Income  Taxes.  The  Company  accounts for income taxes using a method that
requires  deferred  tax assets to be computed annually on an asset and liability
method and adjusted when new tax laws or rates are enacted. Valuation allowances
are established when necessary to reduce deferred tax assets to the amounts more
likely  than not to be realized. Income tax expense (benefit) is the tax payable
(refundable)  for the period plus or minus the change in deferred tax assets and
liabilities  during  the  period.

     Foreign  Currency.  The  Company  has foreign sales and service operations.
With  respect  to  all foreign subsidiaries excluding South Korea and Japan, the
functional  currency  is  the U.S. dollar, and transaction and translation gains
and losses are included in results of operations. The functional currency of the
Company's South Korean subsidiary is the won, and the functional currency of the
Company's  Japanese  subsidiary  is the yen. The translation from the applicable
foreign  currency  to U.S. dollars is performed for balance sheet accounts using
current  exchange  rates in effect at the balance sheet date and for revenue and
expense  accounts  using  the  weighted average exchange rate during the period.
Adjustments  resulting  from  such  translation  are  reflected  as  cumulative
translation  adjustments.

     Net  Loss  Per Share. Basic net loss per share is computed by dividing loss
available to common shareholders by the weighted average number of common shares
outstanding  for  the period. Diluted net loss per share is computed by dividing
loss  available  to  common  shareholders,  adjusted  for  convertible preferred
dividends and after-tax interest expense on convertible debt, if any, by the sum
of the weighted average number of common shares outstanding and potential common
shares  (when  dilutive).

     Stock Compensation. The Company accounts for stock-based compensation using
the  intrinsic  value  method  prescribed in Accounting Principles Board Opinion
(APB)  No.  25,  "Accounting  for  Stock  Issued  to  Employees"  and  Financial
Accounting  Standards  Board  Interpretation  No.  44  "Accounting  for  Certain
Transactions  Involving Stock Compensation."  Generally, the Company's policy is


                                       46
<PAGE>
to  grant options with an exercise price equal to the quoted market price of the
Company's  stock on the date of the grant. Accordingly, no compensation cost has
been  recognized in the Company's statements of operations. The Company provides
additional  pro  forma  disclosures  as  required  under  Statement of Financial
Accounting  Standards  No.  123  (SFAS  123),  "Accounting  for  Stock-Based
Compensation."

     Comprehensive  loss.  In 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive  Income."  SFAS  No.  130 establishes standards for disclosure and
financial  statement  display  for  reporting total comprehensive income and its
individual components. Comprehensive income, as defined, includes all changes in
equity  during a period from non-owner sources. The Company's comprehensive loss
includes  net loss and foreign currency translation adjustments and is displayed
in  the  statement  of  shareholders'  equity.

RECENT  ACCOUNTING  PRONOUNCEMENTS.  In  July  2001,  the  Financial  Accounting
Standards  Board ("FASB") issued SFAS No. 141, "Business Combinations." SFAS No.
141  requires  the  purchase  method  of  accounting  for  business combinations
initiated after June 30, 2001 and eliminates the pooling-of-interests method. We
believe  the  adoption of SFAS No. 141 to date has not had significant impact on
our  consolidated  financial  statements.

     In  July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets,"  which is effective for fiscal years beginning after December 15, 2001.
SFAS  No.  142  requires,  among  other  things,  the discontinuance of goodwill
amortization.  In  addition,  the standard includes provisions upon adoption for
the  reclassification  of  certain  existing recognized intangibles as goodwill,
reassessment  of  the  useful  lives  of  existing  recognized  intangibles,
reclassification  of certain intangibles out of previously reported goodwill and
the  testing  for  impairment  of  existing  goodwill  and other intangibles. We
believe  the  adopting  of  SFAS  142  will not have a significant impact on our
consolidated  financial  statements.

     In  August  2001,  the  FASB  issued  SFAS  No.  143, "Accounting for Asset
Retirement  Obligations."  SFAS  No.  143  addresses  financial  accounting  and
reporting  for obligations associated with the retirement of tangible long-lived
assets  and the associated asset retirement costs. This statement applies to all
entities.  It  applies  to  legal  obligations associated with the retirement of
long-lived  assets  that  result from the acquisition, construction, development
and  (or)  the  normal  operation  of  long-lived  assets,  except  for  certain
obligations  of  leases.  As  used  in  this Statement, a legal obligation is an
obligation  that  a  party  is  required to settle as a result of an existing or
enacted  law,  statue,  ordinance  or  written  or  oral  contract  or  by legal
construction  of  a  contract  under  the  doctrine  of promissory estoppel. The
statement  is  effective  for  financial  statements  issued  for  fiscal  years
beginning  after June 15, 2002. We do not expect the adoption of SFAS No. 143 to
have  a  material  effect  on  our  results  of  operations.

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment  or  Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 supersedes
SFAS  No.  121,  "Accounting  for  the  Impairment  of Long-Lived Assets and for
Long-Lived  Assets  to  be Disposed Of," and provides further guidance regarding
the  accounting  and disclosure of long-lived assets. The Company is required to
adopt  SFAS  144  effective January 1, 2002. We believe the adoption of SFAS No.
144 will not have a significant impact on our consolidated financial statements.

NOTE 2.  ACCOUNTING  CHANGE  -  REVENUE  RECOGNITION

     In December 2000, the Company changed its accounting method for recognizing
revenue  on  sales  with  an  effective  date of January 1, 2000.  The Company's
selling  arrangements  generally  involve  contractual  customer  acceptance
provisions and installation of the product occurs after shipment and transfer of
title.  As a result, effective January 1, 2000, to comply with the provisions of
Securities  and  Exchange  Commission  Staff  Accounting  Bulletin  No. 101, the
Company  defers  recognition  of  revenue  from  such  equipment  sales  until
installation  is  complete  and  the  product  is accepted by the customer.  The
Company  previously  recognized  revenue  related  to  systems  upon shipment. A
provision  for  the  estimated  future cost of system installation, warranty and
commissions  was  recorded  when  revenue  was  recognized.


                                       47
<PAGE>
     The cumulative effect on prior years of the change in accounting method was
a charge of $6.8 million or $0.36 per basic and diluted share.

     Unaudited Pro forma amounts of the retroactive application of the change in
accounting  principle  under  SAB 101 are as follows (amounts are in thousands):

<TABLE>
<CAPTION>
                       Years Ended December 31,
                     ----------------------------
                       2001      2000      1999
                     --------  --------  --------
<S>                  <C>       <C>       <C>
Revenues. . . . . .  $48,739   $40,638   $27,992
Net loss. . . . . .   (6,666)   (2,881)   (3,232)
Net loss per share:
  Basic . . . . . .  $ (0.31)  $ (0.15)  $ (0.18)
  Diluted . . . . .  $ (0.31)  $ (0.15)  $ (0.18)
</TABLE>

NOTE 3.  INVENTORIES

     Inventories  comprise  the  following  (in  thousands):
<TABLE>
<CAPTION>
                                       DECEMBER 31,
                                     ================
                                      2001     2000
                                     =======  =======
<S>                                  <C>      <C>
  Raw materials and purchased parts  $ 4,446  $ 6,081
  Work in process . . . . . . . . .    2,499    5,624
  Finished goods. . . . . . . . . .      630      647
  Inventory at customers' locations    5,073    9,497
                                     -------  -------
                                     $12,648  $21,849
                                     =======  =======
</TABLE>

     Finished  goods  include customer evaluation units with a net book value of
$619,000  and $563,000 at December 31, 2001 and 2000, respectively. Inventory at
customers'  locations  represent  the  cost  of systems shipped to customers for
which  we  are  awaiting  customer  acceptance.

NOTE 4.  EQUIPMENT,  FURNITURE  AND  FIXTURES

     Equipment,  furniture  and  fixtures  are  stated  at cost and comprise the
following  (in  thousands):

<TABLE>
<CAPTION>
                                                                   DECEMBER 31,
                                                               ====================
                                                                 2001       2000
                                                               ========  ==========
<S>                                                            <C>        <C>
  Equipment (useful life of 3 years). . . . . . . . . . . . .  $  9,165   $  8,698
  Demonstration equipment (useful life ranges from 3-5 years)    24,161     18,089
  Furniture and fixtures (useful life of 3 years) . . . . . .     1,083      1,029
  Leasehold improvements (useful life ranges from 4-10 years)     4,385      3,694
                                                               ---------  ---------
                                                                 38,794     31,510
  Less accumulated depreciation and amortization. . . . . . .   (27,611)   (24,740)
                                                               ---------  ---------
                                                                 11,183      6,770
  Construction in progress. . . . . . . . . . . . . . . . . .     3,390      3,437
                                                               ---------  ---------
                                                               $ 14,573   $ 10,207
                                                               =========  =========
</TABLE>

NOTE  5.  ACCRUED  EXPENSES

<TABLE>
<CAPTION>
Accrued expenses comprise the following (in thousands):      DECEMBER 31,
                                                         =================
                                                           2001      2000
                                                         =========  ======
<S>                                                      <C>        <C>
  System installation and warranty. . . . . . . . . . .  $     803  $  757
  Accrued commissions and incentives. . . . . . . . . .        330     242
  Accrued compensation and related items. . . . . . . .        723     615
  Federal, state and foreign income taxes . . . . . . .        444     828
  Other . . . . . . . . . . . . . . . . . . . . . . . .      1,254     873
                                                         ---------  ------
                                                         $   3,553  $3,315
                                                         =========  ======
</TABLE>


                                       48
<PAGE>
NOTE 6.  SHORT-TERM  BANK  BORROWING

    In November 1999, the Company entered into a $10.0 million revolving line of
credit  with  Venture Bank. Amounts available under the line are based on 80% of
eligible  accounts  receivable,  and  borrowings  under  the  line of credit are
secured  by all corporate assets and bear interest at prime plus 0.25%. The line
of  credit  expired  in  November  2001.

     In  July  2001,  our  100%  owned  subsidiary  in  Japan, Genus Japan Inc.,
negotiated a financing arrangement, secured by customer receivables, with Aozora
Bank, Ltd. in Tokyo. The agreement ends on April 30, 2002. The interest rate for
borrowings  under  this agreement is 6.5%. As of December 31, 2001, there was no
balance  outstanding  and  available  under  this  line  of  credit.

     In  December  2001,  the  Company replaced the $10.0 million line of credit
with  Venture bank with a $10.0 million line of credit from Silicon Valley bank.
The  Silicon  Valley bank agreement includes a domestic revolving line of credit
of  $7.5  million,  secured  against domestic eligible receivables and a foreign
line  of  credit of $7.5 million, financed by EXIM bank, secured against foreign
eligible  receivables  and  inventory. The initial term of the loan is 12 months
ending December 20, 2002. Total availability under both lines at any given point
in time is limited to $10.0 million. The interest rate for borrowings under both
the  domestic  and foreign lines is prime plus 1.75% per annum calculated on the
basis  of  a  360-day  year.  The  loan  agreement  is collateralized by a first
priority  perfected security interest in the Company's assets and has a covenant
requiring  the Company to maintain a minimum tangible net worth of $12.0 million
plus  50% of consideration for subsequent equity issuances and 50% of net income
of future quarters. The minimum tangible net worth requirement is reduced by any
losses  in  a  subsequent  quarter,  but  will not be reduced to less than $12.0
million.  There  was $4.5 million outstanding and there were no additional funds
available  to  borrow  under  this  agreement  at  December  31,  2001.

     On  March  27, 2002, we amended our line of credit with Silicon Valley Bank
to  increase the funds available under both lines of credit to $15.0 million, to
extend  the  initial  term of the loan to 15 months ending March 19, 2003 and to
reset  the  covenant  to  $12.0  million  plus  50%  of consideration for equity
issuances  subsequent  to  March  8,  2002.

     On  January  4,  2002,  the Company received gross proceeds of $1.2 million
under  a  secured  loan  with  CitiCapital, a division of Citigroup. The loan is
payable  over  36  months, accrues interest of 8.75% per annum and is secured by
two  systems  in  our  demonstration lab. There was no outstanding balance under
this  agreement  at  December  31,  2001.

NOTE 7.  COMMITMENTS  AND  CONTINGENCIES

     We  maintain  our  headquarters, manufacturing and research and development
operations  in  Sunnyvale,  California.  Our  lease  for  the Sunnyvale facility
expires  in  October  2012 with a current annual rental expense of approximately
$903,000.  Commencing  in  2003,  our  annual rental expense will be $1,828,000,
which  includes  $200,000  per  year  to  recognize  the impact of future rental
increases  on  a  straight-line  basis.  We  also  have leases for our sales and
support  offices  in  Seoul,  South Korea and Tokyo, Japan.  We believe that our
existing  facilities  are  adequate  to  meet  our current requirements and that
suitable  additional  or  substitute  space  will  be  available  as  needed.

     At December 31, 2001, minimum lease payments required under these operating
leases  are  as  follows  (in  thousands):

<TABLE>
<CAPTION>
<S>            <C>
2002. . . . .  $   944
2003. . . . .    1,628
2004. . . . .    1,628
2005. . . . .    1,628
2006. . . . .    1,653
Thereafter. .   11,549
               -------
                19,031
               =======
</TABLE>


                                       49
<PAGE>
     Rent  expense  was  $682,000,  $806,000,  and  $713,000 for the years ended
December  31,  2001,  2000  and  1999,  respectively. Sublease rental income was
$596,000,  $1,104,000  and  $820,000 for the years ended December 31, 2001, 2000
and  1999,  respectively.

     In  September  2001,  the  sublease tenant terminated their sublease and we
reclaimed  the  office  space.


LEGAL PROCEEDINGS

     In  May  1999,  Varian  Semiconductor Equipment Associates, Inc. ("Varian")
filed a Statement of Claims with the American Arbitration Society of Santa Clara
County,  California  seeking to enforce certain provisions of the April 15, 1998
Asset  Purchase  Agreement  by  and between Varian and Genus (the "Asset Sale").
The  dispute  specifically  involved ownership rights of certain high-energy ion
implanter assets.  Varian and Genus entered into a Settlement and Mutual Release
(the "Release") in January of 2000.  As partial consideration under the Release,
Genus  agreed  to relinquish its ownership interest in certain funds provided to
Varian  in  conjunction with the Asset Sale.  These funds were held in an escrow
account  maintained by Varian, the amount of which was $543,000. Such amount was
recorded  as  restructuring  and  other  expenses  in  1999.

     In  July  1999,  we  were  named  as a co-defendant in a claim filed at the
Superior  Court  of  the  state  of  California  for  the county of Santa Clara,
involving  an automobile accident by one of our former employees, which resulted
in  the  death  of  an  individual.  Significant general, punitive and exemplary
damages  were  being  sought  by  the  plaintiffs.  In June 2001, the plaintiffs
settled  with  our  insurance  carrier for an amount within our insurance policy
limits.

     On  June  6,  2001,  ASM America, Inc. ("ASMA") filed a patent infringement
action  against  Genus, Inc. ASMA's complaint alleges that Genus is directly and
indirectly  infringing  U.S.  Patent  No. 5,916,365 (the "365 Patent"), entitled
"Sequential  Chemical Vapor Deposition," and U.S. Patent No. 6,015,590 (the "590
Patent")  entitled  "Method  For Growing Thin Films," which ASM claims to own or
exclusively  license.  The  complaint  seeks  monetary and injunctive relief. On
August  1,  2001, Genus filed a counterclaim against ASMA and ASM International,
N.V.  ("ASMI")  for infringement of U.S. Patent No. 5,294,568 (the "568 Patent")
entitled  "Method  of  Selective  Etching  Native  Oxide"  and  for  antitrust
violations. Genus also seeks a declaratory judgment that ASMA's claims regarding
the  365  and  590  Patents  are  invalid  and  unenforceable.  An  initial Case
Management  Conference  was  held  on  October 16, 2001. On January 9, 2002, the
court  issued  an  order  granting  ASM  leave to amend its complaint to add Dr.
Arthur  Sherman  as  a  party  and  to  add  a  claim that Genus is directly and
indirectly  infringing  U.S.  Patent  No  4,798,165  (the "165 Patent") entitled
"Apparatus  for  Chemical Vapor Deposition Using an Axially Symmetric Gas Flow",
which  ASM  claims to own. The court also severed and stayed discovery regarding
Genus'  antitrust  claims  until  after  the  patent  litigation is resolved. On
February  4,  2002,  Genus  filed  for  declaratory judgment on the grounds that
ASMA's  claims regarding the 165 Patent are invalid and unenforceable. The Claim
Construction  Hearings regarding these claims are set for June 14, 2002 (for the
590 and 365 Patents), June 24, 2002 (for the 568 Patent), and September 26, 2002
(for  the  165  Patent).

     We  may in the future be party to litigation arising in the ordinary course
of  our  business,  including  claims  that  we  allegedly  infringe third party
trademarks  and  other  intellectual  property  rights. Such claims, even if not
meritorious,  could  result  in  the  expenditure  of  significant financial and
managerial  resources.

NOTE  8.  SHAREHOLDERS'  EQUITY

Sale  of  Common  Stock


                                       50
<PAGE>
     On  May 17, 2001, the Company sold 2,541,785 shares of our common stock and
warrants  to  purchase  up to 1,461,525 of additional shares of common stock for
net  proceeds  of  approximately  $6.9  million.

     On  January 25, 2002, the Company sold 3,871,330 shares of our common stock
and  warrants to purchase up to 580,696 of additional shares of common stock for
net  proceeds  of  approximately  $7.9  million.

Warrants  and  Options

     In  connection  with a private placement in April 1995, the Company granted
options  for  118,000  shares of the Company's common stock to the investors. On
April  25,  2000, the grantees elected to exercise their options to purchase all
118,000  shares.  As  provided in the option agreements, the grantees received a
reduced  number  of  shares  in  exchange  for the aggregate exercise price due,
resulting  in  the  issuance  by  the  Company  of  17,000  shares.

     In  connection  with  the  November  1999  $10.0  million revolving line of
credit, the Company issued to Venture Bank warrants to purchase 25,000 shares of
the  Company's  common  stock  at  a  price  of  $2.39  per  share. Based on the
Black-Scholes option-pricing model, the fair market value of the warrants at the
date  of the grant was $53,000, which was amortized to interest expense over the
two-year  life  of  the  line.

     In connection with the sale of common stock in May 2001, the Company issued
warrants  to  purchase  1,461,525  shares  of  common stock.  Of these warrants,
1,270,891 shares have an exercise price of $3.50; 69,375 shares have an exercise
price of $3.00 and 121,259 shares have an exercise price of $5.24.  The warrants
have  terms  providing  for an adjustment of the number of shares underlying the
warrants  in  the  event  that  we  issue  new  shares at a price lower than the
exercise  price of the warrants, where we make a distribution of common stock to
our  shareholders  or  effect  a  reclassification.

     In  connection  with  the sale of common stock in January 2002, the Company
issued  warrants to purchase 580,696 shares of common stock at an exercise price
of  $3.23.  The warrants have terms providing for an adjustment of the number of
shares  underlying the warrants in the event that we issue new shares at a price
lower  than  the exercise price of the warrants, where we make a distribution of
common  stock  to  our  shareholders  or  effect  a  reclassification.

Net  Loss  Per  Share

     A reconciliation of the numerator and denominator of basic and diluted loss
per  share  is  as  follows  (in  thousands,  except  per  share  data):

<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                                                   ============================
                                                                     2001      2000      1999
                                                                   ========  ========  ========
<S>                                                                <C>       <C>       <C>

Loss attributable to common shareholders before cumulative effect
of change in accounting principle:
  Numerator-Basic and diluted:
    Net loss attributable to common shareholders . . . . . . . . . $(6,666)  $(2,881)  $(1,617)
                                                                   ========  ========  ========
  Denominator-Basic and diluted:
    Weighted average common stock outstanding. . . . . . . . . . .  21,163    18,937    18,134
                                                                   ========  ========  ========
  Basic net loss per share . . . . . . . . . . . . . . . . . . . . $ (0.31)  $ (0.15)  $ (0.09)
                                                                   ========  ========  ========

Net loss attributable to common shareholders:
  Numerator-Basic and diluted:
    Net loss attributable to common shareholders . . . . . . . . . $(6,666)  $(9,651)  $(1,617)
                                                                   ========  ========  ========
  Denominator-Basic and diluted:
    Weighted average common stock outstanding  . . . . . . . . . .  21,163    18,937    18,134
                                                                   ========  ========  ========
  Basic net loss per share . . . . . . . . . . . . . . . . . . . . $ (0.31)  $ (0.51)  $ (0.09)
                                                                   ========  ========  ========
</TABLE>


                                       51
<PAGE>
     Stock  options to purchase 3,378,321 shares of common stock with a weighted
average  exercise price of $3.72 were outstanding on December 31, 2001, but were
not  included  in  the computation of diluted loss per share because the Company
has a net loss for 2001. Warrants for the purchase of 1,486,525 shares of common
stock  with  a  weighted  average  exercise  price  of $3.60 were outstanding at
December  31, 2001, but were not included in the computation of diluted loss per
share  because  the  Company  has  a  net  loss  for  2001.

     Stock  options to purchase 2,972,386 shares of common stock with a weighted
average  exercise price of $4.28 were outstanding on December 31, 2000, but were
not  included  in  the computation of diluted loss per share because the Company
has  a  net loss for 2000. Warrants for the purchase of 325,000 shares of common
stock  with  a  weighted  average  exercise  price  of $3.57 were outstanding at
December  31, 2000, but were not included in the computation of diluted loss per
share  because  the  Company  has  a  net  loss  for  2000.

     Stock  options to purchase 2,639,219 shares of common stock with a weighted
average  exercise price of $2.11 were outstanding on December 31, 1999, but were
not  included  in  the computation of diluted loss per share because the Company
has  a  net loss for 1999. Warrants for the purchase of 425,000 shares of common
stock  with  a  weighted  average  exercise  price  of $3.79 were outstanding at
December  31, 1999, but were not included in the computation of diluted loss per
share  because  the  Company  has  a  net  loss  for  1999.

Stock  Option  Plan

     In  March of 2000, the Company adopted the 2000 Incentive Stock Option Plan
to replace the 1991 Incentive Stock Option Plan. The 1991 Incentive Stock Option
Plan  was  scheduled  to  expire ten years after its adoption in 1991. Under the
2000 Incentive Stock Option Plan, the Board of Directors can grant incentive and
nonstatutory  stock  options.  The  Board  of  Directors  has  the  authority to
determine  to  whom options will be granted, the number of options, the term and
exercise price. The options are exercisable at times and increments as specified
by  the  Board  of  Directors,  and  generally vest over a three-year period and
expire  five years from the date of grant. At December 31, 2001, the Company had
reserved  5,503,006 shares of common stock for issuance under the 2000 Incentive
Stock Option Plan, which included 700,000 shares added to the plan in 2001 and a
total  of  469,056  shares  remained available for future grants at December 31,
2001.

     Activity  under the 1991 and 2000 Incentive Stock Option Plans is set forth
in  the  table  below:
     (in  thousands,  except  per  share  data):

<TABLE>
<CAPTION>
                            AVAILABLE          OPTIONS OUTSTANDING                   WEIGHTED
                            AVAILABLE          ===================                   AVERAGE
                               FOR                                                   EXERCISE
                              GRANT      OPTIONS      PRICE PER SHARE      AMOUNT    PRICE
                            ==========  =========  =====================  =========  ========
<S>                         <C>         <C>        <C>                    <C>        <C>
Balance, January 1, 1999 .        829      2,301   $   0.88  to    $8.00  $  4,507   $ 1.96
  Granted. . . . . . . . . .     (532)       532       1.87  to     4.34     1,384     2.88
  Exercised. . . . . . . . .        -        (50)      0.88  to     3.03      (102)    2.05
  Terminated . . . . . . . .      144       (144)      0.88  to     4.00      (226)    1.57
                            ----------  ---------  ---------------------  ---------  ------
Balance, December 31, 1999        441      2,639       0.88  to     8.00     5,563     2.11
  Granted. . . . . . . . . .   (1,052)     1,052       2.25  to    15.75     8,795     8.36
  Exercised. . . . . . . . .        -       (490)      0.88  to     3.22    (1,023)    2.09
  Terminated . . . . . . . .      229       (229)      0.88  to    15.75      (602)    2.63
  Authorized . . . . . . . .      800          -                       -         -       --
                            ----------  ---------  ---------------------  ---------  ------
Balance, December 31, 2000        418      2,972       0.88  to    15.75    12,733     4.28
  Granted. . . . . . . . . .   (1,005)     1,005       1.59  to     6.83     2,859     2.85
  Exercised. . . . . . . . .        -       (243)      2.02  to     7.32      (521)    2.15
  Terminated . . . . . . . .      356       (356)      2.02  to    15.75    (2,489)    6.99
  Authorized . . . . . . . .      700          -          -            -         -        -
                            ----------  ---------  ---------------------  ---------  ------
Balance, December 31, 2001        469      3,378   $   0.88  to   $15.75    12,582   $ 3.72
                            ==========  =========  =====================  =========  ======
</TABLE>


                                       52
<PAGE>
     Options  outstanding  and currently exercisable by exercise price under the
option  plan  at  December  31,  2001  are  as  follows:

<TABLE>
<CAPTION>
                              OPTIONS OUTSTANDING                    OPTIONS EXERCISABLE
                  =============================================   =============================
                                  WEIGHTED AVG.
RANGE OF            NUMBER         REMAINING       WEIGHTED AVG.     NUMBER      WEIGHTED AVG.
PRICES            OUTSTANDING   CONTRACTUAL LIFE  EXERCISE PRICE   EXERCISABLE  EXERCISE PRICE
==============   =============  ================  ===============  ===========  ===============
<S>              <C>            <C>               <C>              <C>          <C>

$0.88 -  $0.88         502,573              1.72  $          0.88      502,573  $          0.88
 1.25 -   1.63         351,170              1.67             1.56      351,170             1.56
 1.84 -   2.30         387,244              4.55             2.26       39,556             2.14
 2.38 -   2.56         366,833              3.60             2.43       88,654             2.40
 2.63 -   3.02          30,250              4.43             2.90        2,695             2.77
 3.03 -   3.03         371,000              1.11             3.03      371,000             3.03
 3.04 -   3.09         368,223              3.16             3.08      187,426             3.09
 3.13 -   5.34         514,778              3.73             5.04      182,771             4.96
 5.93 -   8.88         341,250              3.32             7.87      120,460             7.86
 10.00 - 15.75         145,000              3.20            15.17       55,004            15.24
---------------  -------------  ----------------  ---------------  -----------  ---------------
$0.88 - $15.75       3,378,321              2.89  $          3.72    1,901,309  $          2.99
===============  =============  ================  ===============  ===========  ===============
</TABLE>

     On  January  24,  2001, the Company's Chief Executive Officer issued a full
recourse  promissory note for $151,000  in connection with the exercise of stock
options. The note bears interest of 8% per annum and is repayable on January 24,
2004.

Employee  Stock  Purchase  Plan

     The  Company  has  reserved a total of 2,950,000 shares of common stock for
issuance under a qualified stock purchase plan, which provides substantially all
Company employees with the right to acquire shares of the Company's common stock
through payroll deductions. This total includes 300,000 shares added to the plan
in  each  2000  and  2001.  Under  the plan, the Company's employees, subject to
certain  restrictions,  may purchase shares of common stock at the lesser of 85%
of  fair  market  value  at  either  the  beginning of period or the end of each
six-month  purchase  period.  At  December  31, 2001, 2,717,942 shares have been
issued under the plan. At December 31, 2001, shares available for purchase under
this  plan  were  232,058.

Share  Purchase  Rights  Plan

     On  September 7, 2000, the Company's Board of Directors declared a dividend
pursuant to a newly adopted Share Purchase Rights Plan, which replaced a similar
earlier  plan  that  had  expired  on July 3, 2000.  The intended purpose of the
Rights  Plan  is  to protect shareholders' rights and to maximize share value in
the  event  of an unfriendly takeover attempt.  As of the record date of October
13,  2000, each share of common stock of Genus, Inc. outstanding was granted one
right  under  the  new  plan.  Each  right  is  exercisable  only  under certain
circumstances  and  upon the occurrence of certain events and permits the holder
to  purchase  from the Company one one-thousandth (0.001) of a share of Series C
Participating  Preferred  Stock  at  an  initial exercise price of forty dollars
($40.00)  per one one-thousandth share.  The 50,000 shares of Series C preferred
stock  authorized  in  connection  with  the  Rights  Plan  will be used for the
exercise  of any preferred share purchase rights in the event that any person or
group (the Acquiring Person) acquires beneficial ownership of 15% or more of the
outstanding  common  stock.  In  such  event,  the  shareholders (other than the
Acquiring  Person)  would  receive  common  stock of the Company having a market
value of twice the exercise price.  Subject to certain restrictions, the Company
may  redeem the rights issued under the Rights Plan for $0.001 per right and may
amend  the  Rights  Plan  without the consent of rights holders. The rights will
expire  on  October  13,  2010,  unless  redeemed  by  the  Company.


                                       53
<PAGE>
Pro  Forma  Disclosures

     Pro  forma  information  regarding  net  loss  and  net  loss  per share is
presented  in  accordance  with  Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" ("SFAS 123"), which requires that
the  information  be  disclosed as if the Company had accounted for its employee
stock-based  compensation  plans  under the fair value method prescribed by SFAS
123.

     The  fair  value  of  options  was estimated at the date of grant using the
Black-Scholes  option-pricing  model  with  the  following  weighted  average
assumptions  for  2001,  2000  and  1999:

<TABLE>
<CAPTION>
<S>                         <C>         <C>         <C>
                               2001        2000        1999
                            ----------  ----------  ----------
  Risk free interest rates  4.19%       5.17%       5.62%
  Expected life. . . . . .   3.0 years   3.3 years  3.3 years
  Expected volatility. . .   112%        222%       221%
  Expected dividend yield.     0%          0%         0%
</TABLE>

The  weighted  average  fair value of options granted in 2001, 2000 and 1999 was
$1.93,  $8.09,  and  $2.76,  respectively.

     Under the 1989 Employee Stock Purchase Plan, the Company does not recognize
compensation  cost  related to employee purchase rights under the Stock Purchase
Plan.  To  comply  with  the  pro  forma  reporting  requirements  of  SFAS 123,
compensation  cost  is  estimated  for the fair value of the employees' purchase
rights  using  the  Black-Scholes model with the following assumptions for those
rights  granted  in  2001,  2000  and  1999.

<TABLE>
<CAPTION>
                               2001        2000        1999
                            ----------  ----------  ----------
<S>                         <C>         <C>         <C>
  Risk free interest rates   3.42%       5.17%       4.95%
  Expected life. . . . . .   0.5 years   0.5 years   0.5 years
  Expected volatility. . .    78%        222%        221%
  Expected dividend yield.     0%          0%          0%
</TABLE>



      The  weighted average fair value of those purchase rights granted in 2001,
2000  and  1999  was  $1.30,  $4.66  and  $1.31,  respectively.

     Had compensation cost for the Company's stock-based compensation plans been
determined  based  on  the  fair value at the grant dates for awards under those
plans  consistent  with the method of SFAS 123, the Company's net loss and basic
and  diluted  net loss per share would have been the pro forma amounts indicated
below  (in  thousands,  except  per  share  data):

<TABLE>
<CAPTION>
                                                    2001      2000       1999
                                                  --------  ---------  --------
<S>                                               <C>       <C>        <C>
  Pro forma net loss attributable to common
    shareholders . . . . . . . . . . . . . . . .  $(9,906)  $(12,578)  $(2,781)
  Pro forma net loss per share-basic and diluted  $ (0.47)  $  (0.66)  $ (0.15)
</TABLE>

      The  above  pro forma effects on net loss may not be representative of the
effects  on  future results as options granted typically vest over several years
and  additional  option  grants  are  expected  to  be  made  in  future  years.


                                       54
<PAGE>
Stock  Compensation

     In  1998  and  1999,  the Company granted options to outside consultants to
purchase  23,000  and 5,000 shares of common stock, respectively.  These options
have  exercise prices between $0.875 and $3.03 per share.  The options vest over
three  years  and expire between February 2001 and March 2002. The work is to be
conducted  over  a  3-year  period  coinciding  with the vesting of the options.
Unvested  options  are to be forfeited if the consultants cease performing their
work.  The  Company  accounts  for  consultants  options in accordance with EITF
96-18,  "Accounting  for  Equity  Instruments  That  Are  Issued  to  Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services."  In
accordance  with  this  standard,  changes  in the estimated fair value of these
options  are  recognized  as  compensation  expense in the period of the change.
The  Company  recorded  $45,000,  $218,000  and  $16,000 as compensation expense
relating  to  these  options  in  1999,  2000  and  2001,  respectively.

  In  addition,  the Company recorded $28,000 and $209,000 of stock compensation
in  2001  and  2000, respectively, resulting from a shortfall in shares approved
for  the  ESPP.  The calculation and recording of expense was made in accordance
with  EITF  97-12,  "Accounting  for  Increased  Share  Authorizations in an IRS
Section  423  Employee  Stock  Purchase  Plan  under  APB  Opinion  No.  25." In
accordance  with  this  consensus,  a  compensation charge is calculated for the
amount by which the quoted stock price on the date of shareholder approval, less
a  15% discount, exceeds the price at which options were granted under the ESPP.
The  compensation charge so determined is amortized over the term of the options
issued  under  the  ESPP  that  remains after shareholder approval of additional
shares.

     During  2001,  the  Company  recorded  $34,000  of  stock  compensation  in
connection  with  the  accelerated  vesting  of  options granted to a terminated
employee.

NOTE 9.  EMPLOYEE  BENEFIT  PLAN

     During  1988, the Company adopted the Genus, Inc. 401(k) Plan (the "Benefit
Plan") to provide retirement and incidental benefits for eligible employees. The
Benefit  Plan  provides  for Company contributions as determined by the Board of
Directors  that  may  not  exceed  6%  of the annual aggregate salaries of those
employees  eligible  for  participation.  In  2001,  2000  and 1999, the Company
contributed  $101,000, $142,000, and $30,000, respectively, to the Benefit Plan.

NOTE  10.  OTHER  INCOME  (EXPENSE),  NET

     Other  income  (expense),  net,  comprises  the  following  (in thousands):
<TABLE>
<CAPTION>



                         YEAR ENDED DECEMBER 31,
                         =======================
                          2001    2000    1999
                         ======  ======  =======
<S>                      <C>     <C>     <C>
  Interest income . . .  $  75   $ 252   $ 336
  Interest expense. . .   (496)   (118)     (4)
  Foreign exchange. . .    (27)    (58)    330
  Other, net. . . . . .    112      32       7
                         ------  ------  ------
                         $(336)  $ 108   $ 669
                         ======  ======  ======
</TABLE>

NOTE 11.  INCOME  TAXES

     Income tax expense for the years ended December 31, 2001, 2000 and 1999 was
$70,000,  $490,000  and  $177,000,  respectively.

     The  components  of  income  (loss) before income taxes were as follows (in
thousands):

<TABLE>
<CAPTION>



                                                          YEAR ENDED DECEMBER 31,
                                                        ============================
                                                          2001      2000      1999
                                                        ========  ========  ========
<S>                                                     <C>       <C>       <C>
  Domestic loss before taxes . . . . . . . . . . . . .  $(6,905)  $(3,829)  $(2,231)
  Foreign income (loss) before taxes . . . . . . . . .      309     1,438       791
                                                        --------  --------  --------
  Loss before taxes and cumulative effect of change in
    accounting principle . . . . . . . . . . . . . . .  $(6,596)  $(2,391)  $(1,440)
                                                        ========  ========  ========
</TABLE>


                                       55
<PAGE>
     The income tax expense for 2001, 2000 and 1999, respectively, was due to
current foreign taxes.

     The Company's effective tax rate for the years ended December 21, 2001,
2000 and 1999 differs from the U.S. federal statutory income tax rate as
follows:

<TABLE>
<CAPTION>
                                      YEAR ENDED DECEMBER 31, 2001
                                      ============================
                                          2001    2000     1999
                                         ======  =======  =======
<S>                                      <C>     <C>      <C>

  Federal  income tax at statutory rate   35.0%    35.0%    35.0%
  Foreign income taxes. . . . . . . . .   (1.1)   (20.5)   (18.3)
  Net operating loss not benefited. . .  (35.0)   (35.0)   (29.0)
                                         ------  -------  -------
                                         (1.1%)  (20.5%)  (12.3%)
                                         ======  =======  =======
</TABLE>

     Deferred  tax assets (liabilities) consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                      DECEMBER 31, 2001
                                                     ====================
                                                       2001       2000
                                                     ========  ==========
<S>                                                  <C>        <C>
  Deferred tax assets
  Depreciation and amortization . . . . . . . . . .  $  1,118   $  2,182
  Inventory, accounts receivable and other reserves     1,187      1,556
  Tax credits . . . . . . . . . . . . . . . . . . .     1,517      1,161
  Accrued expenses. . . . . . . . . . . . . . . . .       718        855
  Deferred revenue. . . . . . . . . . . . . . . . .     1,063      5,774
  Net operating loss carry forwards . . . . . . . .    32,446     19,298
                                                    ---------  ---------
                                                       38,049     30,826
  Deferred tax asset valuation allowance. . . . . .   (38,049)   (30,826)
                                                     ---------  ---------
  Net deferred tax assets . . . . . . . . . . . . .  $      -   $      -
                                                     =========  =========
</TABLE>

The  deferred  tax  assets  valuation allowance at December 31, 2001 and 2000 is
attributable  to federal and state deferred tax assets. Management believes that
sufficient  uncertainty  exists  with  regard  to the realizability of these tax
assets  such that a full valuation allowance is necessary. These factors include
the  lack  of  a  significant  history  of  consistent  profits  and the lack of
carry-back  capacity to realize these assets. Based on these factors, management
is  unable  to  assert  that  it  is  more likely than not that the Company will
generate  sufficient  taxable  income  to realize the Company's net deferred tax
assets.

At  December  31,  2001, the Company had the following income tax carry-forwards
available  (in  thousands):

<TABLE>
<CAPTION>
                                   TAX REPORTING   EXPIRATION DATES
                                   ==============  ================
<S>                                <C>             <C>
U.S. regular tax operating losses  $       92,208         2005-2021
U.S. business tax credits . . . .           1,577         2002-2021
State net operating losses. . . .  $       18,780         2002-2005
</TABLE>

Utilization  of the net operating losses and credits may be subject to an annual
limitation  due  to  the  ownership  change limitations provided by the Internal
Revenue  Code  and similar state provisions. The annual limitation may result in
the  expiration  of  net  operating  loss  carry-forwards  and  credits  before
utilization.


                                       56
<PAGE>
NOTE 12.  SEGMENT  INFORMATION

     Currently,  the  Company  operates  in one industry segment. The Company is
engaged  in  the  design,  manufacture, marketing and servicing of advanced thin
film  deposition  systems  used  in  the  semiconductor  manufacturing industry.

Export  Revenues

     For  reporting  purposes, export revenues are determined by the location of
the  parent  company of the Company's customer, regardless of where the delivery
was  made  by  the  Company.

     Revenues  by  geographical  region  for  the years ended December 31, 2001,
2000,  and  1999  were  as  follows  (in  thousands):

<TABLE>
<CAPTION>
                            YEAR ENDED DECEMBER 31, 2001
                            ============================
                               2001     2000     1999
                              -------  -------  -------
<S>                           <C>      <C>      <C>

  United States. . . . . . .  $ 3,200  $ 3,095  $ 3,830
  South Korea. . . . . . . .   35,767   37,123   23,819
  Japan. . . . . . . . . . .    3,089      149      216
  Taiwan . . . . . . . . . .    2,300        0        0
  Germany. . . . . . . . . .    2,706        0        0
  Rest of world. . . . . . .    1,677      271      495
                              -------  -------  -------
                              $48,739  $40,638  $28,360
                              =======  =======  =======
</TABLE>

     The  Company did not hold any material long-lived assets in countries other
than  the  United  States  at  December  31,  2001  and  December  21,  2000.

Major  Customers

     In  2001,  Samsung  Electronics  Company,  Ltd, Read-Rite Corporation, NEC,
Infineon and SCS accounted for 73%, 7%, 6%, 6% and 5% of revenues, respectively.
In 2000, Samsung Electronics Company, Ltd. and Micron Technology, Inc. accounted
for  91% and 5% of revenues, respectively. In 1999, Samsung Electronics Company,
Ltd.  and  Micron  Technology,  Inc  accounted  for  84%  and  11%  of revenues,
respectively.


                                       57
<PAGE>
ITEM  14  (A)  2.  FINANCIAL  STATEMENT  SCHEDULE


        REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors
of Genus, Inc.:

Our  audits  of  the consolidated financial statements referred to in our report
dated  February  11, 2002, except as to the fourth paragraph of Note 6, which is
as of March 27, 2002, appearing in this Annual Report on Form 10-K also included
an  audit  of  the  financial statement schedule listed in Item 14(a)(2) of this
Form 10-K. In our opinion, this financial statement schedule presents fairly, in
all  material  respects,  the  information  set  forth  therein  when  read  in
conjunction  with  the  related  consolidated  financial  statements.



/s/  PRICEWATERHOUSECOOPERS  LLP
--------------------------------
PricewaterhouseCoopers  LLP

San  Jose,  California
February  11,  2002


                                       58
<PAGE>
Genus,  Inc.

Schedule  II  "Valuation  and  Qualifying  Accounts"

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
Description                       Balance at     Additions    Deductions   Balance at
                                 Beginning of   Charged to     Charged       to end
                                    Period       costs/exp      Other       of period
--------------------------------------------------------------------------------------
<S>                              <C>            <C>          <C>           <C>
1999
Allowance for doubtful accounts  $         500  $       308  $       257   $       551
Allowance for excess and
obsolete inventory                       3,769          533        1,857         2,445

2000
Allowance for doubtful accounts            551            0          188           363
Allowance for excess and
obsolete inventory                       2,445          400           15         2,830

2001
Allowance for doubtful accounts            363            0          294            69
Allowance for excess and
obsolete inventory               $       2,830  $       317  $    (1,032)  $     2,115
--------------------------------------------------------------------------------------
</TABLE>


                                       59
<PAGE>
     SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) 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,  in the City of
Sunnyvale,  State  of  California,  on  the  28th  day  of  March  2002.

                                       GENUS,  INC.


                                       By:     /s/SHUM  MUKHERJEE
                                          ---------------------------
                                                Shum  Mukherjee
                                       Executive  Vice  President,  Finance
                                           Chief  Financial  Officer

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
Report  has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant  and  in  the  capacities  and  on  the  dates  indicated.

<TABLE>
<CAPTION>



  NAME                                   TITLE                     DATE
-------------------------  ---------------------------------  --------------
<S>                        <C>                                <C>
 /s/ WILLIAM W.R. ELDER    Chairman of the Board, President   March 28, 2002
-------------------------
  William W.R. Elder       and Chief Executive Officer

 /s/ SHUM MUKHERJEE        Executive Vice President, Finance  March 28, 2002
-------------------------
  Shum Mukherjee           Chief Financial Officer

 /s/ G. FREDERICK FORSYTH  Director                           March 28, 2002
-------------------------
  G. Frederick Forsyth

 /s/ TODD S. MYHRE         Director                           March 28, 2002
-------------------------
  Todd S. Myhre

 /s/ MARIO M. ROSATI       Director                           March 28, 2002
-------------------------
  Mario M. Rosati

 /s/ GEORGE D. WELLS       Director                           March 28, 2002
-------------------------
  George D. Wells

 /s/ ROBERT J. RICHARDSON  Director                           March 28, 2002
-------------------------
  Robert J. Richardson
</TABLE>


                                       60
<PAGE>
                                  GENUS, INC.
                           ANNUAL REPORT ON FORM 10-K
                          YEAR ENDED DECEMBER 31, 2001

                                INDEX TO EXHIBITS

EXHIBIT
     NO.               DESCRIPTION
     ---               -----------
     2.1  Asset  Purchase Agreement, dated April 15, 1998, by and between Varian
          Associates,  Inc.  and  Registrant  and  exhibits  thereto  (15)
     3.1  Amended  and Restated Articles of Incorporation of Registrant as filed
          June  6,  1997  (11)
     3.2  By-laws  of  Registrant,  as  amended  (13)
     4.1  Common  Shares  Rights  Agreement, dated as of April 27, 1990, between
          Registrant  and  Bank  of  America, N.T. and S.A., as Rights Agent (4)
     4.2  Convertible  Preferred  Stock  Purchase  Agreement,  dated February 2,
          1998,  among  the  Registrant  and  the  Investors  (14)
     4.3  Registration  Rights  Agreement,  dated  February  2,  1998, among the
          Registrant  and  the  Investors  (14)
     4.4  Certificate  of Determination of Rights, Preferences and Privileges of
          Series  A  Convertible  Preferred  Stock  (14)
     4.5  Certificate  of Determination of Rights, Preferences and Privileges of
          Series  B  Convertible  Preferred  Stock  (17)
     4.6  Redemption  and  Exchange  Agreement,  dated  July 16, 1998, among the
          Registrant  and  the  Investors  (17)
    10.1  Registrant's  1989  Employee  Stock  Purchase  Plan,  as  amended  (5)
    10.2  Registrant's  2000  Stock  Plan  (19)
    10.3  Lease, dated April 7, 1992, between Registrant and The John A. and
          Susan  R.  Sobrato  1979 Revocable Trust for property at 1139 Karlstad
          Drive,  Sunnyvale,  California  (6)
    10.4  Asset  Purchase  Agreement,  dated  May  28,  1992, by and between the
          Registrant  and  Advantage  Production  Technology,  Inc.  (7)
    10.5  Settlement Agreement and Mutual Release, dated April 20, 1998, between
          Registrant  and  James  T.  Healy  (16)
    10.6  Form  of  Change  of  Control  Severance  Agreement  (16)
    10.7  Settlement  Agreement  and Mutual Release, dated January 1998, between
          the  Registrant  and  John  Aldeborgh  (18)
    10.8  Settlement  Agreement  and Mutual Release, dated May 1998, between the
          Registrant  and  Mary  Bobel  (18)
    10.9  Loan  and  Security  Agreement,  dated  December  20,  2001,  between
          Registrant  and  Silicon  Valley  Bank.
    10.10 Loan  and Security Agreement (Exim Program) dated December 20, 2001,
          between  Registrant  and  Silicon  Valley  Bank
    10.11 Intellectual  Property  Security Agreement, dated December 20, 2001,
          between  Registrant  and  Silicon  Valley  Bank.
    10.12 Certified  Resolution  and Incumbency Certificate Between Registrant
          and  Silicon  Valley  Bank
    10.13 Lease Agreement, dated December 21, 2001, between Registrant and Citi
          Bank.
    21.1  Subsidiaries  of  Registrant
    23.1  Consent  of  Independent  Accountants
----------------
     (1)  Incorporated  by  reference  to  the  exhibit  filed with Registrant's
          Registration  Statement  on  Form  S-1 (No. 33-23861) filed August 18,
          1988,  and amended on September 21, 1988, October 5, 1988, November 3,
          1988,  November  10,  1988,  and December 15, 1988, which Registration
          Statement  became  effective  November  10,  1988.


                                       61
<PAGE>
     (2)  Incorporated  by  reference to the exhibit filed with the Registrant's
          Registration  Statement  on  Form  S-1 (No. 33-28755) filed on May 17,
          1989,  and  amended  May 24, 1989, which Registration Statement became
          effective  May  24,  1989.
     (3)  Incorporated  by  reference to the exhibit filed with the Registrant's
          Annual  Report  on  Form  10-K  for  the year ended December 31, 1989.
     (4)  Incorporated  by  reference to the exhibit filed with the Registrant's
          Quarterly  Report  on  Form  10-Q  for the quarter ended September 30,
          1990.
     (5)  Incorporated  by  reference to the exhibit filed with the Registrant's
          Annual  Report  on  Form  10-K  for  the year ended December 31, 1990.
     (6)  Incorporated  by  reference to the exhibit filed with the Registrant's
          Quarterly  Report  on  Form  10-Q for the quarter ended June 30, 1992.
     (7)  Incorporated  by  reference to the exhibit filed with the Registrant's
          Report  on  Form  8-K  dated  June  12,  1992.
     (8)  Incorporated  by  reference to the exhibit filed with the Registrant's
          Annual  Report  on  Form  10-K  for  the year ended December 21, 1992.
     (9)  Incorporated  by  reference to the exhibit filed with the Registrant's
          Annual  Report  on  Form  10-K  for  the year ended December 31, 1995.
     (10) Incorporated  by  reference to the exhibit filed with the Registrant's
          Quarterly  Report  on  Form 10-Q for the quarter ended March 31, 1997.
     (11) Incorporated  by  reference to the exhibit filed with the Registrant's
          Quarterly  Report  on  Form  10-Q for the quarter ended June 30, 1997.
     (12) Incorporated  by  reference to the exhibit filed with the Registrant's
          Quarterly  Report  on  Form  10-Q  for the quarter ended September 30,
          1997.
     (13) Incorporated  by  reference to the exhibit filed with the Registrant's
          Quarterly  Report  on  Form  10-Q  for the quarter ended September 30,
          1998.
     (14) Incorporated  by  reference to the exhibit filed with the Registrant's
          Current  Report  on  Form  8-K  dated  February  12,  1998.
     (15) Incorporated  by  reference to the exhibit filed with the Registrant's
          Current  Report  on  Form  8-K  dated  April  15,  1998.
     (16) Incorporated  by  reference to the exhibit filed with the Registrant's
          Annual  Report  on  Form  10-K/A for the year ended December 31, 1997.
     (17) Incorporated  by  reference to the exhibit filed with the Registrant's
          Current  Report  on  Form  8-K  dated  July  29,  1998.
     (18) Incorporated  by  reference to the exhibit filed with the Registrant's
          Quarterly  Report  on Form 10-Q/A for the quarter ended June 30, 1998.
     (19) Incorporated  by  reference to the exhibit filed with the Registrant's
          Annual  Report  on  Form  10-K /Afor the year ended December 31, 2000.
     (20) Incorporated  by  reference to the exhibit filed on July 20, 2001 with
          the  Registrant's  Annual  Report  on  Form  10-K/A for the year ended
          December  31,  2000.


                                       62
<PAGE>