<PAGE>


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

                                    FORM 10-Q
                  QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

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

                 FOR THE QUARTERLY PERIOD ENDED                   MARCH 31, 1999
                                                                  --------------



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

             For the transition period from                  to
                                                 ----------        ------------

                      Commission File Number                 0-22248
                                                    --------------------------

                            ULTRATECH STEPPER, INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

              DELAWARE                                   94-3169580
---------------------------------------  ---------------------------------------
      (State or other jurisdiction       (I.R.S. employer identification number)
    of incorporation or organization)

 3050 Zanker Road, San Jose, California                               95134
----------------------------------------                            ---------
(Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code                (408) 321-8835
                                                                  --------------


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


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 the number of shares of the issuer's class of common stock, as of the
latest practical date:


         Class                                    Outstanding as of May 10, 1999
-----------------------------                     ------------------------------
common stock, $.001 par value                               21,262,104


                                       1

<PAGE>



                                                 ULTRATECH STEPPER, INC.

                                                          INDEX

<TABLE>
<CAPTION>
                                                                                            PAGE NO.
                                                                                            --------
<S>                                                                                         <C>
PART 1.        FINANCIAL INFORMATION

ITEM 1.          CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                 Condensed Consolidated Balance Sheets as of March 31, 1999
                 and December 31, 1998........................................................        3
                 Condensed Consolidated Statements of Operations for the three months
                 ended March 31, 1999 and 1998.................................................       4

                 Condensed Consolidated Statements of Cash Flows for the three
                 months ended March 31, 1999 and 1998...........................................      5

                 Notes to Condensed Consolidated Financial Statements ..........................      6

ITEM 2.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS...................................     9

ITEM 3.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK......................    25


PART 2.          OTHER INFORMATION

ITEM 1.          LEGAL PROCEEDINGS..............................................................     26

ITEM 2.          CHANGES IN SECURITIES AND USE OF PROCEEDS......................................     26

ITEM 3.          DEFAULTS UPON SENIOR SECURITIES................................................     26

ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............................     26

ITEM 5.          OTHER INFORMATION..............................................................     26

ITEM 6.          EXHIBITS AND REPORTS ON FORM 8-K...............................................     26





SIGNATURES......................................................................................     27
</TABLE>


                                       2

<PAGE>

PART 1.  FINANCIAL  INFORMATION

Item 1.  Condensed Consolidated Financial Statements

                                    ULTRATECH STEPPER, INC.
                             CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
(In thousands)                                             Mar. 31,         Dec. 31,
                                                            1999             1998*
------------------------------------------------------------------------------------
<S>                                                        <C>               <C>
ASSETS                                                            (Unaudited)

Current assets:
      Cash, cash equivalents and
        short-term investments                             $ 144,795       $ 146,107
      Accounts receivable, net                                 9,856          11,899
      Inventories                                             30,750          36,750
      Current portion of leases receivable                     1,885           2,012
      Prepaid expenses and other
        current assets                                         5,269           5,088
------------------------------------------------------------------------------------
Total current assets                                         192,555         201,856

Equipment and leasehold
      improvements, net                                       22,275          23,319

Restricted long-term investments                               5,554           5,510

Leases receivable, net                                         1,548           1,536

Intangbile assets, net                                         8,086           8,438

Other assets                                                   5,712           5,276
------------------------------------------------------------------------------------

Total  assets                                              $ 235,730       $ 245,935
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Notes payable                                        $   1,657       $   1,881
      Accounts payable                                         7,820           8,541
      Other current liabilities                               19,258          25,017
------------------------------------------------------------------------------------
Total current liabilities                                     28,735          35,439
                                                                    

Other liabilities                                                331             345

Stockholders' equity
      Common Stock                                                21              21
      Additional paid-in capital                             174,214         174,155
      Accumulated other comprehensive income (loss), net        (237)            779
      Retained earnings                                       32,666          35,196
------------------------------------------------------------------------------------
Total stockholders' equity                                   206,664         210,151
------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                 $ 235,730       $ 245,935
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
</TABLE>

* The Balance Sheet as of December 31, 1998 has been derived from the audited 
financial statements as that date.

    SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                       3

<PAGE>



                                     ULTRATECH STEPPER, INC.
                         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                           (UNAUDITED)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
                                                             Three Months Ended
                                                          -----------------------
                                                          Mar. 31,       Mar. 31,
(In thousands, except per share amounts)                    1999          1998
---------------------------------------------------------------------------------
<S>                                                      <C>            <C>
Net sales:
    Products                                              $ 21,640       $ 24,774
    Services                                                 4,139          3,008
---------------------------------------------------------------------------------
Total net sales                                           $ 25,779         27,782
                                                                       
Cost of sales:                                                         
    Cost of products sold                                   13,949         14,099
    Cost of services                                         3,109          1,819
---------------------------------------------------------------------------------
Total cost of sales                                         17,058         15,918
---------------------------------------------------------------------------------
Gross profit                                                 8,721         11,864
                                                                       
OPERATING EXPENSES:                                                    
    Research, development, and                                         
       engineering                                           6,537          7,173
    Amortization of goodwill                                   307             38
    Selling, general, and                                              
       administrative                                        6,254          6,438
---------------------------------------------------------------------------------
Operating loss                                              (4,377)        (1,785)
                                                                       
Interest expense                                              (121)           (27)
                                                                       
Interest and other income, net                               1,969          1,703
---------------------------------------------------------------------------------
Loss before income taxes                                    (2,529)          (109)
                                                                       
Income taxes (benefit)                                        --             (470)
---------------------------------------------------------------------------------
Net income (loss)                                         ($ 2,529)      $    361
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Net income (loss) per share - basic                       ($  0.12)      $   0.02
Number of shares used in                                               
    per share computations - basic                          21,124         20,833
Net income (loss) per share - diluted                     ($  0.12)      $   0.02
Number of shares used in                                               
    per share computations - diluted                        21,124         21,697
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
</TABLE>

    SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                       4

<PAGE>




                             ULTRATECH STEPPER, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                          Three Months Ended
                                                                        ----------------------
                                                                         MAR. 31,     Mar. 31,
(In thousands)                                                             1999         1998
----------------------------------------------------------------------------------------------
<S>                                                                     <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                       ($ 2,529)   $    361 
Charges to income not affecting cash                                       2,603       2,444
Net effect of changes in operating assets                              
     and liabilities                                                         779      (2,067)
----------------------------------------------------------------------------------------------
Net cash provided by operating activities                                    853         738
                                                                       
CASH FLOWS FROM INVESTING ACTIVITIES:                                  
Capital expenditures                                                      (1,501)     (6,609)
Net reduction  in available-for-sale securities                           10,422       2,243
Segregation of restricted investments                                        (86)        (51)
----------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities                        8,835      (4,417)
                                                                       
CASH FLOWS FROM FINANCING ACTIVITIES:                                  
Proceeds from  issuance of notes payable                                    --            12
Repayment of note payable                                                   (224)       --   
Net proceeds from issuance of common stock                             
     pursuant to employee stock plans                                         60         767
----------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities                         (164)        779
                                                                       
Net increase (decrease) in cash and cash equivalents                       9,524      (2,900)
                                                                       
Cash and cash equivalents at beginning                                 
     of period                                                            54,142      43,898
----------------------------------------------------------------------------------------------
                                                                       
Cash and cash equivalents at end of period                              $ 63,666    $ 40,998
----------------------------------------------------------------------------------------------
</TABLE>

    SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                       5

<PAGE>


                             ULTRATECH STEPPER, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 1999

(1)  BASIS OF PRESENTATION

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

USE OF ESTIMATES - The preparation of the accompanying unaudited condensed 
consolidated financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the amounts reported in the financial statements and accompanying 
notes. Actual results could differ from those estimates.

RECLASSIFICATIONS - Certain condensed consolidated financial statement 
amounts have been reclassified for consistent presentation.

The Company's first fiscal quarter in 1999 and 1998 ended on April 3, 1999 
and April 4, 1998, respectively. For convenience of presentation, the 
Company's financial statements have been shown as ending on March 31, 1999 
and March 31, 1998.

Operating results for the three-month period ended March 31, 1999 are not 
necessarily indicative of the results that may be expected for the year 
ending December 31, 1999, or any future period.

(2) INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>
                                                                Mar. 31, 1999     Dec. 31, 1998
                                                                -------------     -------------
(In thousands)                                                  (Unaudited)
<S>                                                             <C>               <C>
Raw materials ..........................................           $14,258           $19,677
Work-in-process ........................................            11,617             8,799
Finished products ......................................             4,875             8,274
                                                                   -------           -------
                                                                   $30,750           $36,750
                                                                   -------           -------
</TABLE>

(3) OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

<TABLE>
<CAPTION>
                                                               Mar. 31, 1999     Dec. 31, 1998
                                                               -------------     -------------
(In thousands)                                                 (Unaudited)
<S>                                                             <C>               <C>
Salaries and benefits ..................................           $ 3,138           $ 3,865
Warranty reserves ......................................             4,003             4,207
Advance billings .......................................             1,053             1,694
Income taxes payable ...................................             1,587             1,630
Sales returns and allowances ...........................             2,000             2,000
Reserve for losses on purchase order commitments .......             3,374             5,849
Other ..................................................             4,103             5,772
                                                                   -------           -------
                                                                   $19,258           $25,017
                                                                   -------           -------
                                                                   -------           -------
</TABLE>

(4) COMPUTATION OF NET INCOME (LOSS) PER SHARE

The following sets forth the computation of basic and diluted net income (loss)
per share:


                                       6

<PAGE>

<TABLE>
<CAPTION>

                                                                   Three Months Ended
                                                                ------------------------
                                                                Mar. 31,      Mar. 31,
(Unaudited, in thousands, except per share amounts)                1999         1998
----------------------------------------------------------------------------------------
<S>                                                             <C>           <C>
Numerator:
      Net income (loss)                                         ($ 2,529)   $    361

Denominator:
      Denominator for basic net income (loss) per share            21,124      20,833
      Effect of dilutive employee stock options                        --         864
                                                                 --------    --------

      Denominator for diluted net income (loss) per share          21,124      21,697
                                                                 --------    --------


Net income (loss) per share - basic                              ($  0.12)   $   0.02
                                                                 --------    --------
                                                                 --------    --------

Net income (loss) per share - diluted                            ($  0.12)   $   0.02
                                                                 --------    --------
                                                                 --------    --------
</TABLE>

For the three-month period ended March 31, 1999, options to purchase 3,004,000
shares of Common Stock at an average exercise price of $16.88 were excluded from
the computation of diluted net loss per share as the effect would have been
antidilutive. This compares to the exclusion of 439,000 options at an average
exercise price of $29.81 for the three-month period ended March 31, 1998.
Options are anti-dilutive when the Company has a net loss or when the exercise
price of the stock option is greater than the average market price of the
Company's Common Stock.

(5) COMPREHENSIVE INCOME (LOSS)

The Company adopted the Statement of Financial Accounting Standards No. 130 
(FAS 130) "Reporting Comprehensive Income" in the first fiscal quarter of 1998.
FAS130 establishes new rules for the reporting and display of comprehensive 
income and its components. However it does not affect net income or total 
stockholders' equity. The components of comprehensive income (loss) are as 
follows:

<TABLE>
<CAPTION>
                                                                                Three Months Ended Mar. 31
                                                                                --------------------------
(Unaudited, in thousands)                                                         1999              1998
----------------------------------------------------------------------------------------------------------
<S>                                                                              <C>                <C>

Net income (loss) ............................................................   ($2,529)          $   361

Accumulated other comprehensive income (loss) ...............................
     Unrealized holding gain (loss) on available-for-sale securities..........    (1,016)              134
     Tax effect ..............................................................        --                --
----------------------------------------------------------------------------------------------------------
Comprehensive income (loss) ..................................................   ($3,545)          $   495
----------------------------------------------------------------------------------------------------------
</TABLE>

Accumulated other comprehensive income (loss) presented in the accompanying
condensed consolidated balance sheets consists entirely of accumulated
unrealized holding gain (loss) on available-for-sale securities. The unrealized
holding gain (loss) on available-for-sale securities is not currently adjusted
for income taxes as a result of the Company's operating losses.


(6) COMPANY AND INDUSTRY INFORMATION

The Company adopted the Statement of Financial Accounting Standards No. 131 
(FAS 131), "Disclosures about Segments of an Enterprise and Related 
Information," on December 31, 1998. The new rule established standards for 
public companies relating to the reporting of financial information about 
operating segments. The Company operates in one business segment, which is 
the manufacture and distribution of photolithography equipment to 
manufacturers of integrated circuits, photomasks for the production of 
integrated circuits, thin film heads and micromachined components.


                                       7

<PAGE>

(7) ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES.

In June 1999, the Financial Accounting Standards Board issued Statement No. 133
(FAS 133), "Accounting for Derivative Instruments and Hedging Activities", which
is required to be adopted in years beginning after June 15, 1999. Because of the
Company's minimal use of derivatives, management does not anticipate that the
adoption of the new Statement will have a significant effect on earnings or the
financial position of the Company.


                                       8

<PAGE>


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

OVERVIEW

Ultratech develops, manufactures and markets photolithography equipment
(steppers) designed to reduce the cost of manufacturing integrated circuits,
thin film heads for disk drives and micromachined components. The Company
supplies step-and-repeat systems based on one-to-one and reduction optical
technologies to customers located throughout the United States, Europe,
Asia/Pacific and Japan. These products range from low-cost systems for
high-volume manufacturing to advanced systems for cost-effective production of
leading-edge devices and for research and development applications.
Additionally, the Company manufactures and markets the UltraBeam "V" Model
electron beam pattern generation system based on vector-scan technology for use
in the development and production of photomasks for the integrated circuits
("IC") industry.

On June 11, 1998, the Company completed the acquisition of substantially all of
the assets and the assumption of certain liabilities of Integrated Solutions,
Inc.("ISI"), a privately held manufacturer of i-line and deep ultra-violet
reduction lithography systems (the "Acquisition") for approximately $19.2
million in cash, $2.6 million in transaction costs and the assumption of certain
liabilities.

The following discussion should be read in conjunction with the Company's 1998
Annual Report on Form 10-K, which is available upon request.

RESULTS OF OPERATIONS
The Company's operating results have fluctuated significantly in the past and
will continue to fluctuate significantly in the future depending upon a variety
of factors, including substantial cyclicality in the Company's target markets;
various competitive factors including price-based competition and competition
from vendors employing other technologies; the timing and terms of significant
orders; lengthy sales cycles for the Company's products; inventory and open
purchase commitment reserve positions; concentration of credit risk; delayed
shipments to customers due to customer configuration changes and other factors;
acquisition activities requiring the devotion of substantial management
resources; the mix of products sold; lengthy manufacturing cycles for the
Company's products; lengthy product development cycles for new products; the
timing of new product announcements and releases by the Company or its
competitors; market acceptance of new products and enhanced versions of the
Company's products; manufacturing inefficiencies associated with the startup of
new product introductions; customer concentration; ability to volume produce
systems and meet customer requirements; patterns of capital spending by
customers; product discounts; changes in pricing by the Company, its competitors
or suppliers; political and economic instability throughout the world, in
particular the Asia/Pacific region; natural disasters; regulatory changes; and
business interruptions related to the Company's occupation of its facilities.
The Company's gross profit as a percentage of sales has been and will continue
to be significantly affected by a variety of factors, including inventory and
open purchase commitment reserve provisions; the rate of capacity utilization;
the mix of products sold; nonlinearity of shipments during the quarter;
increased competition in the Company's targeted markets; the introduction of new
products, which typically have higher manufacturing costs until manufacturing
efficiencies are realized and are typically discounted more than existing
products until the products gain market acceptance; the percentage of
international sales, which typically have lower gross margins than domestic
sales principally due to higher field service and support costs; and the
implementation of subcontracting arrangements.

The Company derives a substantial portion of its total net sales from sales of a
relatively small number of newly manufactured systems, which typically range in
price from $800,000 to $2.1 million for the Company's 1X steppers, and $1.5
million to $4.0 million for the Company's reduction steppers. Additionally, the
Company's UltraBeam electron beam lithography system is anticipated to sell in a
range of $6.0 million to $9.0 million. As a result of these high sale prices,
the timing of recognition of revenue from a single transaction has had and will
continue to have a significant impact on the


                                       9

<PAGE>

Company's net sales and operating results. The Company's backlog at the 
beginning of a period typically does not include all of the sales needed to 
achieve the Company's objectives for that period. In addition, orders in 
backlog are subject to cancellation, delay, deferral or rescheduling by a 
customer with limited or no penalties. Consequently, the Company's net sales 
and operating results for a period have been and will continue to be 
dependant upon the Company obtaining orders for systems to be shipped in the 
same period in which the order is received. The Company's business and 
financial results for a particular period could be materially adversely 
affected if an anticipated order for even one system is not received in time 
to permit shipment during the particular period. Furthermore, a substantial 
portion of the Company's net sales has historically been realized near the 
end of each quarter. Accordingly, the failure to receive anticipated orders 
or delays in shipments near the end of a particular quarter, due, for 
example, to reschedulings, delays, deferrals or cancellations by customers, 
additional customer configuration requirements, or to unexpected 
manufacturing difficulties or delays in deliveries by suppliers due to their 
long production lead times or otherwise, has caused and may continue to cause 
net sales in a particular period to fall significantly below the Company's 
expectations, which has and could continue to materially adversely affect the 
Company's operating results for such period. In particular, the long 
manufacturing cycles of the Company's Titan Wafer Stepper(R) and Saturn Wafer 
Stepper(R), and the Company's newly acquired XLS advanced reduction stepper 
and 193nm small-field research and development reduction stepper (both 
product lines were acquired through the acquisition of certain assets and 
liabilities of ISI), and the long lead time for lenses and other materials, 
could cause shipments of such products to be delayed from one quarter to the 
next, which could materially adversely affect the Company's financial 
condition and results of operations for a particular quarter. Additionally, 
the Company has very limited experience in the manufacture of its UltraBeam 
electron beam pattern generation systems. The UltraBeam systems are extremely 
complex and the product has significantly long manufacturing and sales 
cycles, which greatly increases the likelihood of delays in shipments from 
one quarter to the next. Due to the high list price for these systems, 
shipment delays would materially adversely affect the Company's financial 
condition and results of operations for a particular quarter if the shipment 
were delayed to the following quarter. Additionally, the Company may 
experience difficulties in assimilating the operations acquired in the 
Acquisition. (See " Additional Risk Factors: Development of New Product 
Lines; Expansion of Operations; Assimilation of Acquired Product Lines"). The 
impact of these and other factors on the Company's sales and operating 
results in any future period cannot be forecast with certainty.

The Company's business has in prior years been subject to seasonality, although
the Company believes such seasonality has been masked in recent years by
cyclical trends within the semiconductor and thin film industries. In addition,
the need for continued expenditures for research and development, capital
equipment purchases and ongoing training and customer service and support
worldwide, among other factors, will make it difficult for the Company to reduce
its significant operating expenses in a particular period if the Company fails
to achieve its net sales goals for the period. Additionally, the Company has
recently experienced manufacturing inefficiencies associated with shifts in
product demand and under-utilization of manufacturing capacity and the Company
presently anticipates that these trends will continue for at least the next few
quarters. Such continuation would materially adversely affect the Company's
business, financial condition and results of operations.

The Company presently expects that net sales for the three-month period ending
June 30, 1999 may be higher than net sales in the comparable period in 1998.
However, due to lack of order visibility, the Company can give no assurance that
it will be able to achieve or maintain its current sales levels. The Company
presently expects to recognize an operating and net loss for the quarter ending
June 30, 1999. These losses may extend to future quarters due, in part, to the
significant level of planned research, development and engineering spending,
relative to anticipated sales; the current low rate of capacity utilization; and
the current backlog and order levels for the Company's products.

Certain of the statements contained in this report may be considered
forward-looking statements that may involve a number of risks and uncertainties.
In addition to the factors discussed herein, among other factors that could
cause actual results to differ materially include the following: highly


                                      10

<PAGE>

competitive industry; difficulties in assimilating acquired operations;
international sales; development of new product lines; rapid technological
change; importance of timely product introductions; importance of the Company's
mix-and-match strategy; year 2000 compliance; future acquisitions; expansion of
the Company's product lines; dependence on key personnel; sole or limited
sources of supply; intellectual property matters; environmental regulations;
effects of certain anti-takeover provisions; volatility of stock price; and the
other risk factors listed from time to time in the Company's SEC reports.

Due to these and additional factors, certain statements, historical results and
percentage relationships discussed below will not necessarily be indicative of
the results of operations for any future period.

NET SALES
Net sales consist of revenue from system sales, spare parts sales, and service.
For the quarter ended March 31, 1999, net sales were $25.8 million, a decrease
of 7% as compared with net sales of $27.8 million for the comparable period in
1998. The decline, relative to the 1998 period, was primarily attributed to the
continued weak market conditions in both the semiconductor and thin film head
industries and the related markets for capital equipment. The Company
experienced lower unit system shipments to the thin film head and micromachining
industries, continued competitive pressure on selling prices and decreased sales
of spare parts and system upgrades, partially offset by unit strength in
selected semiconductor applications and increased service revenues. The weakness
in thin film head system shipments was primarily related to lower demand for the
Company's advanced systems for front-end applications.

For the quarter ended March 31, 1999, international net sales were $11.6
million, as compared with $13.7 million for the comparable period in 1998.
International net sales represented 45% of total net sales for the quarter ended
March 31, 1999, as compared with 49% for the comparable period in 1998. The
Company continues to be cautious in its outlook for the Asian markets. The
Company believes that the severe currency and equity market fluctuations that
have been experienced recently by many of the Asian markets have resulted, and
may continue to result, in delays, deferrals and cancellations of orders of the
Company's products, particularly in the short-term, which will have a material
adverse effect on the Company's business, financial condition and results of
operations. The Company's operations in foreign countries are not generally
subject to significant exchange rate fluctuations, principally because sales
contracts for the Company's systems are generally denominated in U.S. dollars.
In Japan, however, orders are typically denominated in Japanese yen. This may
subject the Company to a higher degree of risk from currency fluctuations. The
Company attempts to mitigate this exposure through the use of foreign exchange
contracts; however, there can be no assurance of the success of any such
efforts. International sales expose the Company to a number of additional risks,
including fluctuations in the value of local currencies relative to the U.S.
dollar, which, in turn, impact the relative cost of ownership of the Company's
products. (See "Additional Risk Factors: International Sales; Japanese Market").

The Company believes that its sales have been and continue to be adversely 
impacted by reduced capital capacity spending levels within the semiconductor 
and thin film head industries. During 1997 and 1998, the Company experienced 
a significant level of shipment delays and purchase order restructurings by 
several of its customers, and also experienced purchase order cancellations. 
There can be no assurance that this trend will not continue in the future. 
Accordingly, the Company can give no assurance that it will be able to 
achieve or maintain its current or prior level of sales. The Company believes 
that the current strength of the U.S. dollar, particularly in relation to the 
Japanese yen, places the Company at a competitive disadvantage. Additionally, 
the thin film head industry is presently in the process of transitioning from 
the production of magneto-resistive heads to giant magneto-resistive heads. 
This transition could disrupt the flow of orders for new equipment from the 
thin film head industry until, among other factors, customer requirements are 
more fully defined. The Company presently expects that net sales for the 
three-month period ending June 30, 1999 may be higher than net sales in the 
comparable period in

                                      11

<PAGE>

1998. However, due to lack of order visibility, the Company can give no
assurance that it will be able to achieve or maintain its current sales levels.

Because the Company's net sales are subject to a number of risks, including
intense competition in the capital equipment industry and the timing and market
acceptance of the Company's products, there can be no assurance that the Company
will exceed or maintain its current level of net sales for any period in the
future. Additionally, the Company believes that the market acceptance and volume
production of its UltraBeam electron beam lithography system, XLS advanced
reduction stepper (acquired from ISI), and its Titan, Saturn and 1000 series
families of wafer steppers, are of critical importance to its future financial
results. To the extent that these products do not achieve significant sales due
to difficulties involving manufacturing or engineering, the inability to reduce
the current long manufacturing cycles for such products, competition, excess
capacity in the semiconductor industry, or any other reason, the Company's
business, financial condition and results of operations would be materially
adversely affected.

GROSS PROFIT
The Company's gross profit as a percentage of net sales ("gross margin") was
33.8% for the quarter ended March 31, 1999, as compared with gross margin of
42.7% for the comparable period in 1998. On a comparative basis, gross margin
for the quarter ended March 31, 1999 was adversely impacted by the mix of
products sold, competitive pressure on selling prices, lower levels of capacity
utilization and lower gross margins on service revenues.

The Company believes that intense competition, together with generally weak
conditions in the markets the Company serves, will make it difficult for the
Company to significantly increase gross margin percentages in the near term.
Additionally, in 1998, the Company added capacity for the anticipated volume
production of several new products that are outside the Company's core
reflective and refractive optical technologies. In addition to the purchase of
significant levels of plant and equipment for these new products, the
commencement of production of the UltraBeam electron beam lithography system has
resulted and will continue to result in the purchase and retention of
significant levels of inventory to support manufacturing requirements, hiring of
additional production and manufacturing support personnel and the incurrence of
other related manufacturing overhead costs. (See "Additional Risk Factors:
Development of New Product Lines; Expansion of Operations; Assimilation of
Acquired Product Lines"). The purchase of additional inventories will continue
to result in a significantly higher risk of obsolescence, which has required and
may continue to require additional inventory write-offs, which negatively impact
gross margins. Additionally, new products generally have lower gross margins
until production and after-sales efficiencies can be achieved. Should these new
products, including products recently acquired in the Acquisition, fail to
develop or generate significant market demand, the Company's business, financial
condition and results of operations would be materially adversely affected.

RESEARCH, DEVELOPMENT AND ENGINEERING EXPENSES
The Company's research, development and engineering expenses, net of third party
funding for certain projects, were $6.5 million for the quarter ended March 31,
1999, as compared with $7.2 million for the comparable period in 1998. As a
percentage of net sales, research, development and engineering expenses were
25.4% for the quarter ended March 31, 1999, as compared with 25.8% for the
comparable period in 1998. This decline, in absolute dollars, was primarily
related to cost containment measures implemented during the second half of 1998,
partially offset by higher spending on the Company's newly acquired reduction
stepper family of products.

The Company continues to invest significant resources in the development and
enhancement of its UltraBeam electron beam lithography system and in the
development of its Verdant rapid thermal annealing/laser doping systems and
technologies, together with continuing expenditures for its 1X optical products
and technologies. Additionally, in June of 1998 the Company commenced research,
development and engineering spending in the area of reduction lithography, as a
direct result of the


                                      12

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Acquisition. The Company presently expects that the absolute dollar amount of 
research, development and engineering expenses for the remainder of 1999 will 
increase, relative to the quarter ended March 31, 1999. (See "Additional Risk 
Factors: Development of New Product Lines; Expansion of Operations; 
Assimilation of Acquired Product Lines").

AMORTIZATION OF GOODWILL
Amortization of goodwill was $307,000 for the quarter ended March 31, 1999, as
compared with $38,000 for the comparable period in 1998. The additional
amortization expense was directly related to intangible assets resulting from
the Acquisition.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses were $6.3 million for the quarter
ended March 31, 1999, as compared with $6.4 million for the comparable period in
1998. As a percentage of net sales, selling, general and administrative expenses
increased to 24.3% of net sales for the quarter ended March 31, 1999, as
compared to 23.2% of net sales for the comparable period in 1998. The decrease,
in absolute dollars, was primarily due to cost containment measures implemented
during the second half of 1998, partially offset by higher expenses as a result
of the Acquisition and higher expenses in Japan as a result of the establishment
of a direct sales force and demonstration facility. The Company presently
anticipates that selling, general and administrative expenses for the remainder
of 1999 will increase, relative to the quarter ended March 31, 1999, due
primarily to seasonal factors and a reduced schedule of plant shutdowns. (See
"Additional Risk Factors: Development of New Product Lines; Expansion of
Operations; Assimilation of Acquired Product Lines").

INTEREST AND OTHER INCOME, NET
Interest and other income, net, which consists primarily of interest income, was
$2.0 million for the quarter ended March 31, 1999, as compared with $1.7 million
for the comparable period in 1998. This increase in interest and other income,
net, was primarily related to capital gains recognized on the sale of certain of
the Company's marketable securities.

INCOME TAXES (BENEFIT)
The Company did not recognize an income tax benefit on its pre-tax loss for the
quarter ended March 31, 1999, due to uncertainty related to the utilization of
its net operating loss carryforward. During the quarter ended March 31, 1998,
the Company recognized a tax benefit of $470,000, primarily as a result of the
carry back of certain tax benefits.

LIQUIDITY AND CAPITAL RESOURCES
Cash flows provided by operating activities were $0.9 million for the quarter
ended March 31, 1999, as compared with $0.7 during the comparable period in
1998. Positive cash flows from operating activities during the quarter ended
March 31, 1999 were primarily attributed to a reduction in inventories of $6.0
million, a reduction in net accounts and leases receivable of $2.2 million and
non-cash charges to income of $2.6 million, partially offset by a reduction in
current liabilities of $6.7 million and the net loss of $2.5 million.

The Company sells certain of its accounts and leases receivable in order to
mitigate its credit risk and to enhance cash flow. Sales of accounts receivable
typically precede final customer acceptance of the system. Among other terms and
conditions, the agreements include provisions that require the Company to
repurchase receivables if certain conditions are present including, but not
limited to, disputes with the customer regarding suitability of the product, and
from time-to-time the Company has repurchased certain accounts receivable in
accordance with these terms. At March 31, 1999, $11.6 million of sold accounts
receivable and approximately $10.3 million of sold leases receivable were
outstanding to third-party financial institutions. The Company may continue to
attempt to mitigate the impact of extended payment terms and non-linear
shipments by selling up to a substantial portion of its accounts receivable in
the future. There can be no assurance that this financing will be available on
reasonable terms, or at all.


                                      13

<PAGE>

The Company believes that because of the relatively long manufacturing cycle of
certain of its systems, particularly newer products, the Company's inventories
will continue to represent a significant portion of working capital.
Additionally, as of March 31, 1999, the Company had approximately $4.7 million
of net inventories and $6.9 million of net long-lived assets related to several
new product lines. As such, these assets may be subject to a greater risk of
impairment, which could materially adversely affect the Company's operating
results and financial condition.

During the quarter ended March 31, 1999, the Company generated $8.8 million of
cash from its investing activities, as a net reduction in "available-for-sale"
securities of $10.4 million was partially offset by a cash investment of $1.5
million for capital expenditures.

Cash used in financing activities was $0.2 million during the quarter ended
March 31, 1999, primarily a result of the repayment of a note payable.

At March 31, 1999, the Company had working capital of $163.8 million. The
Company's principal sources of liquidity at March 31, 1998 consisted of $144.8
million in cash, cash equivalents and short-term investments.

The development and manufacture of new lithography systems and enhancements are
highly capital-intensive. In order to be competitive, the Company must continue
to make significant expenditures for capital equipment, sales, service, training
and support capabilities; investments in systems, procedures and controls;
expansion of operations and research and development, among many other items.
The Company expects that anticipated cash flow from operations, its cash, cash
equivalents and short-term investments and funds available under its lines of
credit will be sufficient to meet the Company's cash requirements for the next
twelve months. Beyond the next twelve months, the Company may require additional
equity or debt financing to address its working capital or capital equipment
needs. Additionally, the Company may in the future pursue additional
acquisitions of complementary product lines, technologies or businesses. Future
acquisitions by the Company may result in potentially dilutive issuances of
equity securities, the incurrence of debt and contingent liabilities and
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect any Company profitability. In addition,
acquisitions involve numerous risks, including difficulties in the assimilation
of the operations, technologies and products of the acquired companies; the
diversion of management's attention from other business concerns; risks of
entering markets in which the Company has no or limited direct experience; and
the potential loss of key employees of the acquired company. In the event the
Company acquires product lines, technologies or businesses which do not
complement the Company's business, or which otherwise do not enhance the
Company's sales or operating results, the Company may incur substantial
write-offs and higher recurring operating costs, which could have a material
adverse effect on the Company's business, financial condition and results of
operations. In the event that any such acquisition does occur, there can be no
assurance as to the effect thereof on the Company's business or operating
results. Additionally, the Company is experiencing continued interest in its
equipment leasing program and this may result in the further formation of
significant long-term receivables, which, in turn, would require the use of
substantial amounts of working capital. The formation of significant long-term
receivables and the granting of extended customer payment terms exposes the
Company to additional risks, including potentially higher customer concentration
and higher potential operating expenses relating to customer defaults. During
the three-month periods ended September 30, 1998 and December 31, 1998, the
Company took significant reserves against potentially non-performing leases
receivable. If defaults on additional lease receivables were to occur, the
Company's business, financial condition and results of operations would be
materially adversely affected. To the extent that the Company's financial
resources are insufficient to fund the Company's activities, additional funds
will be required. There can be no assurance that additional financing will be
available on reasonable terms, or at all.


                                      14

<PAGE>

YEAR 2000 READINESS DISCLOSURE:

Many currently installed computer systems and software products are coded to
accept only two digit entries in the attached date code field. Beginning in the
year 2000, these date code fields will need to accept four digit entries to
distinguish 21st century dates from 20th century dates. As a result, in less
than one year, computer systems and/or software used by many companies may need
to be upgraded to comply with such "Year 2000" (Y2K) requirements. The Company
has provided an assessment, below, of the state of readiness of its information
and non-information technology systems, together with a summary of the status of
related testing, remediation and implementation. The Company presently estimates
that the total cost for the entire Y2K project will approximate $1.1 million
dollars and that the remaining project cost is approximately $200,000. The
Company plans to fund these remaining costs from cash generated by operations or
from cash and short-term investments on hand. However additional requirements
may be identified and unscheduled costs may be incurred as the project proceeds.
Accordingly, there can be no assurance that the Company, or its vendors, will be
able to timely and cost-effectively update its products to avoid Y2K date
errors, and this may result in material costs to the Company, including costs
associated with detecting and fixing such errors and costs incurred in
litigation due to any such errors.

Many commentators have predicted that a significant amount of litigation will
arise out of year 2000 compliance issues and the Company is aware of several
such suits that are currently pending. Because of the unprecedented nature of
such litigation and the highly technical nature of the Company's products, there
can be no assurance that the Company will not be materially adversely affected
by claims related to Y2K compliance. Although the Company presently believes
that it has made required changes to the software in its products, it believes
that the most likely worst case scenario is from unknown impacts to its
customers' manufacturing processes, which could potentially adversely impact
product yields and throughput. In addition to possible litigation, the Company
could incur substantially higher product returns and warranty related expenses,
either of which could materially adversely affect the Company's business,
financial condition and results of operations. Additionally, the Company's
customers may be required to devote substantial financial resources to their own
internal Y2K audit and compliance. This may result in fewer financial resources
available to purchase the Company's products, fewer system sales by the Company,
and could have a material adverse affect on the Company's business, financial
condition and results of operations. The Company believes that its own Y2K
efforts have resulted, and will continue to result in, a diversion of management
and financial resources, which has further resulted in the delay or deferral of
various information technology and engineering projects.

INFORMATION TECHNOLOGY SYSTEMS:
The Company has commenced, for all of its information systems, a Y2K conversion
project to address necessary code changes, testing, and implementation and
contingency plans. The Company has completed testing and verification of its
primary business/information system and has identified the significant potential
risks associated with Y2K. The Company believes it has remedied these potential
errors and has completed the related compliance testing. The Company has also
provided for contingency plans to further minimize risks to its business system
associated with Y2K.

Although the Company is not aware of any remaining material operational issues
or costs associated with preparing its internal systems for Y2K, there can be no
assurance that the Company will not experience serious unanticipated negative
consequences and/or material costs caused by undetected errors or defects in
technology used in its internal operating systems, which are composed primarily
of third party software and hardware technology. Additionally, although the
Company has made inquiries of its key information technology vendors, and is in
the process of collecting and reviewing survey responses, the Company believes
it will not be able to obtain adequate assurances from all its key vendors. Even
where assurances are received from third parties, there remains a risk that
failure of systems and products of other companies on which the Company relies
could have a material adverse affect on the Company. Accordingly the Company
continues to assess the degree of risk to the Company and is preparing
contingency plans. The Company is presently working to minimize risk from


                                      15

<PAGE>

vendors through understanding and implementing necessary remediation and/or
contingency plans. There can be no assurance that such contingency plans will be
adequate and that the Company will not incur significant additional costs or
business interruptions in connection with such transition, either of which could
have a material adverse affect on the Company's business, financial condition
and results of operations.

NON-INFORMATION TECHNOLOGY SYSTEMS:
The Company has commenced, for all of its key vendors, physical plant and
software contained in the products it sells, a Y2K conversion project to address
necessary remediation, testing, implementation and contingency plans. The
Company believes it has identified and implemented the required changes for its
products' hardware and software components to attain Y2K readiness and is
currently working with customers to assist in understanding these requirements.
The Company has obligations to provide these modifications to customers with
systems under warranty or currently under service contract. The Company has
commenced the process of installing and testing these upgrades at customer sites
and presently expects this process to be completed on a timely basis. In
addressing customer inquiries regarding the Company's Y2K readiness and in
making inquiries of the Company's vendors, the Company has adopted the Sematech
process for investigating and responding to the Y2K subject. This process
includes a survey form, a readiness matrix and a testing scenario.

Although the Company has made inquiries of its key physical plant and materials
vendors in order to assess their state of readiness, and is in the process of
collecting and reviewing survey responses, the Company believes it will not be
able to obtain adequate assurances from all its key vendors. Even where
assurances are received from third parties, there remains a risk that failure of
systems and products of other companies on which the Company relies could have a
material adverse affect on the Company. Accordingly the Company continues to
assess the degree of risk to the Company and is preparing contingency plans.
These contingency plans may result, among other things, in the development of
alternative suppliers and the purchase of additional inventories. The Company is
presently working to minimize risk from vendors through understanding and
implementing necessary remediation and/or contingency plans. There can be no
assurance that such contingency plans will be adequate and that the Company will
not incur significant additional costs or business interruptions in connection
with such transition, either of which could have a material adverse affect on
the Company's business, financial condition and results of operations.

The foregoing statements are based upon management's best estimates at the
present time, which were derived utilizing numerous assumptions of future
events, including the continued availability of certain resources, third party
modification plans and other factors. There can be no guarantee that these
estimates will be achieved and actual results could differ materially from those
anticipated. Specific factors that might cause such material differences
include, but are not limited to, the availability and cost of personnel trained
in this area, the ability to locate and correct all relevant computer codes, the
nature and amount of programming required to upgrade or replace each of the
affected programs, the rate and magnitude of related labor and consulting costs
and the success of the Company's external customers and vendors in addressing
the Y2K issue. The Company's evaluation is ongoing and it expects that new and
different information will become available to it as that evaluation continues.
Consequently, there is no guarantee that all material elements will be Y2K ready
in time.

ADOPTION OF THE EURO
The Company does not presently expect that introduction and use of the Euro will
materially affect the Company's foreign exchange and hedging activities or the
Company's use of derivative instruments. Management does not expect that the
introduction of the Euro will result in any material increase in costs to the
Company and all costs, if any, associated with the introduction of the Euro will
be expensed to operations as incurred. While the Company will continue to
evaluate the impact of the Euro introduction over time, based on currently
available information, management does not believe that the introduction of the
Euro currency will have a material adverse impact on the Company's financial
condition or overall trends in results of operations.


                                      16

<PAGE>

ADDITIONAL RISK FACTORS

CYCLICALITY OF SEMICONDUCTOR AND THIN FILM HEAD INDUSTRIES The Company's
business depends in significant part upon capital expenditures by manufacturers
of semiconductors, photomasks and thin film head magnetic recording devices,
which in turn depend upon the current and anticipated market demand for such
devices and products utilizing such devices. The semiconductor industry is
highly cyclical and historically has experienced recurring periods of
oversupply, as evidenced by the current prolonged downturn in the semiconductor
capital equipment industry. This has, from time to time, resulted in
significantly reduced demand for capital equipment including the systems
manufactured and marketed by the Company. The Company believes that markets for
new generations of semiconductors will also be subject to similar fluctuations.
In the past, the semiconductor industry has experienced significant growth,
which, in turn, has caused significant growth in the capital equipment industry.
However, the semiconductor industry has been experiencing a substantial and
lengthy cyclical downturn, which has resulted in a significant reduction in
capital spending. Additionally, in 1997 and 1998 the Company experienced
cancellation of purchase orders, shipment delays and purchase order
restructurings by several of its customers and there can be no assurance that
this trend will not continue in the future. Accordingly, the Company can give no
assurance that it will be able to achieve or maintain its current level of
sales.

The Company attempts to mitigate the risk of cyclicality by participating in
both the semiconductor and thin film head markets, as well as diversifying into
new markets such as photolithography for micromachining and the development of
photomasks. Despite such efforts, when one or more of such markets experiences a
downturn or slowdown, such as is currently occurring in the semiconductor and
thin film head markets, the Company's net sales and operating results continue
to be materially adversely affected, which has resulted in net losses for the
Company in 1998 and the quarter ended March 31, 1999. The Company presently
expects that net sales for the three-month period ending June 30, 1999 may be
higher than net sales in the comparable period in 1998. However, due to lack of
order visibility, the Company can give no assurance that it will be able to
achieve or maintain its current sales levels. The Company presently expects to
recognize an operating and net loss for the quarter ending June 30, 1999. These
losses may extend to future quarters due, in part, to the significant level of
planned research, development and engineering spending, relative to anticipated
sales; the current low rate of capacity utilization; and the current backlog and
order levels for the Company's products.


During 1998 and 1997, approximately 50% of the Company's net sales were derived
from sales to thin film head manufacturers and micromachining customers. The
thin film head industry is highly cyclical, which has historically resulted in
recurring periods of oversupply. The Company's business and operating results
would be materially adversely affected by a further downturn or slowdown in the
thin film head market or by loss of market share.


HIGHLY COMPETITIVE INDUSTRY The capital equipment industry in which the Company
operates is intensely competitive. A substantial investment is required to
install and integrate capital equipment into a semiconductor or thin film head
production line. The Company believes that once a device manufacturer has
selected a particular vendor's capital equipment, the manufacturer generally
relies upon that equipment for the specific production line application and, to
the extent possible, subsequent generations of similar products. Accordingly, it
is difficult to achieve significant sales to a particular customer once another
vendor's capital equipment has been selected. The Company experiences intense
competition worldwide from a number of leading foreign and domestic stepper
manufacturers, such as Nikon Inc. ("Nikon"), Canon Inc. ("Canon"), ASM
Lithography, Ltd. ("ASML") and Silicon Valley Group ("SVG"), Inc.'s Micralign
products, all of which have substantially greater financial, marketing,
technical and other resources than the Company. Nikon supplies a 1X stepper for
use in the manufacture of liquid crystal displays and Canon, Nikon and ASML
offer reduction steppers for thin film head fabrication. Additionally, the XLS
reduction stepper product line acquired by the Company from ISI competes
directly with advanced reduction steppers offered by Canon, Nikon and ASML. The


                                      17

<PAGE>

Company believes that future thin film head production will involve
manufacturing steps that require critical feature sizes. Although the reduction
stepper product lines acquired from ISI address critical feature sizes,
additional development of these product lines may be necessary to fully address
the unique requirements of thin film head manufacturing. Additionally, in the
market for mix-and-match semiconductor applications, Nikon and Canon are
shipping their own widefield mix-and-match lithography systems. (See:
"Additional Risk Factors: Importance of Mix-and-Match Strategy"). ASML has
recently announced its intent to compete in the low-cost lithography market. In
addition, ASML and Nikon have each introduced an i-line step-and-scan system as
a lower cost alternative to the Deep ultra-violet ("DUV") step-and-scan system
for use on the less critical layers. These systems are expected to compete with
widefield steppers, such as the Saturn and Titan families, for advanced
mix-and-match applications. The Company's UltraBeam "V" model electron beam
pattern generation system competes against systems produced by ETEC Systems,
Inc.; Hitachi, Ltd.; Leica Camera AG; and JEOL, Ltd. ("Japan Electron Optical
Laboratory"). In addition, the Company believes that the high cost of developing
new lithography tools has caused its competitors to collaborate with customers
and other parties in various areas such as research and development,
manufacturing and marketing, thereby resulting in a combined competitive threat
with significantly enhanced financial, technical and other resources. The
Company expects its competitors to continue to improve the performance of their
current products. These competitors have stated that they will introduce new
products with improved price and performance characteristics that will compete
directly with the Company's products. This could cause a decline in sales or
loss of market acceptance of the Company's steppers, and thereby materially
adversely affect the Company's business, financial condition and results of
operations. There can be no assurance that enhancements to, or future
generations of, competing products will not be developed that offer superior
cost of ownership and technical performance features. The Company believes that
to be competitive, it will require significant financial resources in order to
continue to invest in new product development, features and enhancements, to
introduce next generation stepper systems on a timely basis, and to maintain
customer service and support centers worldwide. In marketing its products, the
Company may also face competition from vendors employing other technologies. In
addition, increased competitive pressure has led to intensified price-based
competition, resulting in lower prices and margins. This pressure has been
caused, in part, from the relative weakness of the Japanese yen versus the U.S.
dollar and the current cyclical downturn in both the semiconductor and thin film
head industries. Should these competitive trends continue, the Company's
business, financial condition and operating results would continue to be
materially adversely affected. There can be no assurance that the Company will
be able to compete successfully in the future.

Foreign IC manufacturers have a significant share of the worldwide market for
certain types of ICs for which the Company's systems are used. However, the
Japanese stepper manufacturers are well established in the Japanese stepper
market, and it is extremely difficult for non-Japanese lithography equipment
companies to penetrate the Japanese stepper market. To date, the Company has not
established itself as a major competitor in the Japanese equipment market and
there can be no assurance that the Company will be able to achieve significant
sales to Japanese manufacturers in the future.
(See "International Sales; Japanese Market").


DEVELOPMENT OF NEW PRODUCT LINES; EXPANSION OF OPERATIONS; ASSIMILATION OF
ACQUIRED PRODUCT LINES Currently, the Company is devoting significant resources
to the development, introduction and commercialization of new products and
technologies that are outside the Company's core businesses. During the
remainder of 1999, the Company will continue to develop these products and will
continue to incur significant operating expenses in the areas of research,
development and engineering and general and administrative costs in order to
further develop and support these new products. Additionally, gross profit
margins and inventory levels may be further adversely impacted in the future by
costs associated with the initial production of these new product lines. These
costs include, but are not limited to, additional manufacturing overhead,
additional inventory write-offs, costs associated with managing multiple sites
and the establishment of additional after-sales support organizations.
Additionally, there can be no assurance that operating expenses will not
increase, relative to sales, as a result of adding additional marketing and
administrative personnel, among other costs, to support the


                                      18

<PAGE>

Company's new products. If the Company is unable to achieve significantly 
increased net sales or its sales fall below expectations, the Company's 
operating results will be materially adversely affected until, among other 
factors, costs and expenses can be reduced.

On June 11, 1998, the Company completed the acquisition of substantially all of
the assets and the assumption of certain liabilities of ISI, a privately held
manufacturer of i-line and DUV reduction lithography systems (the
"Acquisition"). Acquisitions involve numerous risks, including difficulties in
the assimilation of the operations, technologies and products of the acquired
companies; diversion of management's attention from other business concerns;
risks of entering markets in which the Company has no or limited direct
experience; and the potential loss of key employees of the acquired company. In
the event the Company acquires product lines, technologies or businesses which
do not complement the Company's business, or which otherwise do not enhance the
Company's sales or operating results, the Company may incur substantial
write-offs and higher recurring operating costs, which could have a material
adverse effect on the Company's business, financial condition and results of
operations. Accordingly, there can be no assurance as to the effect of the
Acquisition on the Company's business, financial condition or operating results.
In conjunction with the Acquisition, significant intangible assets were
acquired. The creation of additional intangible assets has the impact of
increasing amortization expense, which may continue to have a material adverse
affect on the Company's results of operations should significant sales for these
newly acquired product lines not materialize.

The Company has purchased significant levels of plant and equipment for the
anticipated volume production of the UltraBeam "V" Model electron beam
lithography system. To date, the Company has shipped one UltraBeam system to a
customer. The Company believes that any future success of this product line is
dependent, in large part, on the Company's ability to further develop this
system and the customers' ability to integrate this highly technical product
into their existing processes.

In December 1997, the Company terminated its distributor relationship with
Innotech, its Japan distributor. The Company expanded its operations in Japan
during 1998, by establishing a direct sales force, leasing additional facilities
and by making significant capital expenditures for sales and applications
support. Should additional gross profit on sales to the Japan marketplace not be
sufficient to fund these expanded operations, the Company's business, financial
condition and results of operations would be materially adversely affected.

LENGTHY SALES CYCLE Sales of the Company's systems depend, in significant part,
upon the decision of a prospective customer to increase manufacturing capacity
or to restructure current manufacturing facilities, either of which typically
involves a significant commitment of capital. In view of the significant
investment involved in a system purchase, the Company has experienced and may
continue to experience delays following initial qualification of the Company's
systems as a result of delays in a customer's approval process. For this and
other reasons, the Company's systems typically have a lengthy sales cycle during
which the Company may expend substantial funds and management effort in securing
a sale. Lengthy sales cycles subject the Company to a number of significant
risks, including inventory obsolescence and fluctuations in operating results,
over which the Company has little or no control.

CUSTOMER CONCENTRATION Historically, the Company has sold a substantial portion
of its systems to a limited number of customers. Sales to one customer accounted
for approximately 25% and 14% of the Company's net sales in 1998 and 1997,
respectively. Additionally, in 1997, a second customer accounted for
approximately 10% of the Company's net sales. The Company expects that sales to
relatively few customers will continue to account for a high percentage of its
net sales in the foreseeable future and believes that the Company's financial
results depend in significant part upon the success of these major customers,
and the Company's ability to meet their future capital equipment needs. Although
the composition of the group comprising the Company's largest customers may vary
from period to period, the loss of a significant customer or any reduction in
orders by any significant customer, including reductions due to market, economic
or competitive conditions in the semiconductor or magnetic recording head
industries or in the industries that manufacture products utilizing integrated
circuits or thin film heads, may have a material adverse effect on the Company's
business, financial


                                      19

<PAGE>

condition and results of operations. The Company's ability to maintain or 
increase its sales in the future will depend, in part, upon its ability to 
obtain orders from new customers as well as the financial condition and 
success of its customers and the general economy, of which there can be no 
assurance. (See "Cyclicality of Semiconductor and Thin Film Head Industries").

In addition to the business risks associated with the dependence on these major
customers, these significant customer concentrations have in the past resulted,
and currently result in significant concentrations of accounts receivable and
leases receivable. In particular, sales to a relatively few customers in the
thin film head industry currently make up a significant portion of the Company's
leases receivable. The formation of significant and concentrated long-term
receivables exposes the Company to additional risks, including the risk of
default by one or more customers representing a significant portion of the
Company's total receivables. During the three month periods ended September 30
and December 31, 1998, the Company recorded significant reserves against its
trade accounts receivable and leases receivable. If additional lease and
accounts receivable reserves were to be required, the Company's business,
financial condition and results of operations would be materially adversely
affected.

IMPORTANCE OF MIX-AND-MATCH STRATEGY A principal element of the Company's
strategy has been to sell its 1X lithography systems to advanced semiconductor
fabrication facilities for mix-and-match applications. This strategy depends, in
significant part, upon the recognition by semiconductor manufacturers that costs
can be reduced by using the Company's systems to perform exposure on
semiconductor process layers requiring feature sizes of 0.65 microns or greater
and the willingness of such manufacturers to implement processes to lower
manufacturing costs. Many semiconductor fabrication facilities have limited or
no experience with integrating lithography tools in the manner necessary for
full implementation and acceptance of a mix-and-match manufacturing strategy,
and there can be no assurance that semiconductor manufacturers will adopt such a
strategy. The Company has designed certain of its systems to operate in a
compatible manner with its i-line and DUV reduction steppers and its
competitors' reduction steppers and step-and-scan systems, which are used to
process layers with feature sizes below 0.65 microns. The successful
implementation of the Company's strategy, however, will result in a loss of
sales by manufacturers of reduction steppers and will cause these competitors to
respond with lower prices, productivity improvements or new technical designs
for their systems that may eliminate the need for the Company's steppers or make
it difficult for the Company's systems to attain compatibility with such
systems. Also, certain of the Company's competitors, which also manufacture
widefield systems, including Nikon and Canon, are shipping their own widefield
mix-and-match lithography systems. The introduction, development and sales of
such competitive systems could materially adversely affect the Company's
business, financial condition and results of operations.

To facilitate its mix-and-match strategy, the Company has developed and is
continuing to develop a family of products. In 1995, the Company commenced
shipment and volume production of the Titan Wafer Stepper and commenced shipment
of the Saturn Wafer Stepper. Additionally, during 1997 the Company added
multiple versions of its Titan and Saturn wafer steppers in order to more fully
address the needs of the mix-and-match market. As is typical with newly
introduced systems in the capital equipment industry, the Company has
experienced and may continue to experience technical or other difficulties with
its mix-and-match family of products. The Company believes that the market
acceptance and process verification combined with volume production of the
mix-and-match family of products is of critical importance to the successful
implementation of its mix-and-match strategy and its future financial results.
Recently, this market segment of the Company's business has experienced a
pronounced downturn due, in part, to the recent cyclical downturn in the
semiconductor industry and the strength of the U.S. dollar in relationship to
the Japanese yen. Additionally, the Company believes that existing capital
budgets of semiconductor manufacturers are currently focusing on technology
buys, and not capacity additions. This places the Company at a disadvantage,
since its steppers address non-critical geometries. To the extent that the
mix-and-match family of products does not achieve or maintain significant sales
due to a continued cyclical downturn in the semiconductor industry; technical,
manufacturing or other difficulties associated with these products; lack of
customer acceptance; an


                                      20

<PAGE>

inability to reduce the significantly long manufacturing cycle of these 
products; an inability to increase capacity for the production of the 
mix-and-match family of products; direct competition from other widefield 
mix-and-match and i-line step-and-scan systems from Nikon, Canon, and ASML, 
among others; or any other reason, the Company's business, financial 
condition and results of operations would be materially adversely affected. 
In addition, the increase in mix-and-match stepper production has resulted 
and will continue to result in higher inventory levels and operating 
expenses. Failure to achieve or maintain significant sales of these steppers 
has led and could continue to lead, among other things, to an increase in 
inventory obsolescence and an increase in expenses without corresponding 
sales, both of which have and could continue to have a material adverse 
affect on the Company's business, financial condition and results of 
operations.

RAPID TECHNOLOGICAL CHANGE; IMPORTANCE OF TIMELY PRODUCT INTRODUCTION The
semiconductor and magnetic recording head manufacturing industries are subject
to rapid technological change and new product introductions and enhancements.
The Company's ability to be competitive in these and other markets will depend,
in part, upon its ability to develop new and enhanced systems and related
software tools, and to introduce these systems and related software tools at
competitive prices and on a timely and cost-effective basis to enable customers
to integrate them into their operations either prior to or as they begin volume
product manufacturing. The Company will also be required to enhance the
performance of its existing systems and related software tools. Any success of
the Company in developing new and enhanced systems and related software tools
depends upon a variety of factors, including product selection, timely and
efficient completion of product design, timely and efficient implementation of
manufacturing and assembly processes, product performance in the field and
effective sales and marketing. In particular, the Company has not yet fully
defined the markets and applications for the Titan Wafer Stepper Family and the
Saturn Wafer Stepper Family and is in the process of assimilating the product
lines acquired from ISI. Because new product development commitments must be
made well in advance of sales, new product decisions must anticipate both future
demand and the technology that will be available to supply that demand. There
can be no assurance that the Company will be successful in selecting,
developing, manufacturing and marketing new products and related software tools
or enhancing its existing products and related software tools. Any such failure
would materially adversely affect the Company's business, financial condition
and results of operations.

Because of the large number of components in the Company's systems, significant
delays can occur between a system's introduction and the commencement by the
Company of volume production of such systems. The Company has experienced delays
from time to time in the introduction of, and technical and manufacturing
difficulties with, certain of its systems and enhancements and related software
tools and may experience delays and technical and manufacturing difficulties in
future introductions or volume production of new systems or enhancements and
related software tools. In particular, the Company has very little experience in
manufacturing its UltraBeam electron beam lithography system. Due to the
significant manufacturing cycle time required for the production of this system,
its lengthy sales cycle, lack of adequate documentation for the product and the
complex nature of this system, delays in production and/or shipment have
resulted and will continue to result from time to time. Due to the high selling
price of this system, delays in shipments from one quarter to the next would
have a material adverse effect on the results of operations for that quarter.
Additionally, the Company is in the process of assimilating the operations
acquired in the Acquisition and developing related marketing and product
development plans. This has resulted and could continue to result in a delay of
any eventual volume production of the products acquired. (See "Development of
New Product Lines; Expansion of Operations; Assimilation of Acquired Product
Lines").

There can be no assurance that the Company will not encounter additional
technical, manufacturing or other difficulties that could further delay future
introductions or volume production of systems or enhancements. The Company's
inability to complete the development or meet the technical specifications of
any of its systems or enhancements and related software tools, or its inability
to manufacture and ship these systems or enhancements and related software tools
in volume and in time to meet the requirements for manufacturing the future
generation of semiconductor or thin film head


                                      21

<PAGE>

devices would materially adversely affect the Company's business, financial 
condition and results of operations. In addition, the Company may incur 
substantial unanticipated costs to ensure the functionality and reliability 
of its products early in the products' life cycles. If new products have 
reliability or quality problems, reduced orders or higher manufacturing 
costs, delays in collecting accounts receivable and additional service and 
warranty expenses may result. Any of such events may materially adversely 
affect the Company's business, financial condition and results of operations.

INTERNATIONAL SALES; JAPANESE MARKET International sales accounted for
approximately 47% and 33% of total net sales for the years 1998 and 1997,
respectively. The Company anticipates that international sales, which typically
have lower gross margins than domestic sales, principally due to higher field
service and support costs, will continue to account for a significant portion of
total net sales. As a result, a significant portion of the Company's sales will
continue to be subject to certain risks, including unexpected changes in
regulatory requirements, difficulty in satisfying existing regulatory
requirements, exchange rate fluctuations, tariffs and other barriers, political
and economic instability, difficulties in accounts receivable collections,
natural disasters, difficulties in staffing and managing foreign subsidiary and
branch operations and potentially adverse tax consequences. Although the Company
generally transacts its international sales in U.S. dollars, international sales
expose the Company to a number of additional risk factors, including
fluctuations in the value of local currencies relative to the U.S. dollar,
which, in turn, impact the relative cost of ownership of the Company's products
and may further impact the purchasing ability of its international customers. In
Japan, however, the Company's orders are typically denominated in Japanese yen.
This may subject the Company to a higher degree of risk from currency
fluctuations. The Company attempts to mitigate this exposure through the use of
foreign exchange contracts. The Company is also subject to the risks associated
with the imposition of legislation and regulations relating to the import or
export of semiconductors and magnetic recording head products. The Company
cannot predict whether quotas, duties, taxes or other charges or restrictions
will be implemented by the United States, Japan or any other country upon the
importation or exportation of the Company's products in the future. There can be
no assurance that any of these factors or the adoption of restrictive policies
will not have a material adverse effect on the Company's business, financial
condition and results of operations. Additionally, the Company believes that the
severe currency and equity market fluctuations that have been experienced
recently by many of the Asian markets have resulted, and may continue to result,
in delays, deferrals and cancellations of orders of the Company's products,
particularly in the short-term, which will have a material adverse effect on the
Company's business, financial condition and results of operations.

Although the Company has sold a number of its systems to Japanese thin film head
manufacturers, to date, the Company has made limited sales of its systems to
Japanese semiconductor manufacturers. The Japanese semiconductor market segment
is large, represents a substantial percentage of the worldwide semiconductor
manufacturing capacity, and is difficult for foreign companies to penetrate. The
Company is at a competitive disadvantage with respect to Japanese semiconductor
capital equipment suppliers that have been engaged for some time in
collaborative efforts with Japanese semiconductor manufacturers, and currently
dominate the Japanese stepper market. The Company believes that increased
penetration of the Japanese market is critical to its financial results and
intends to continue to invest significant resources in Japan in order to meet
this objective. As part of its strategy to penetrate the Japanese market, in
1993, the Company entered into a distribution agreement with Innotech
Corporation, a local distributor of products. This agreement was terminated in
December 1997, and the Company expanded its operations in Japan during 1998 by
establishing a direct sales force and creating sales and applications support
organizations. (See "Additional Risk Factors: Development of New Product Lines;
Expansion of Operations; Assimilation of Acquired Product Lines").

INTELLECTUAL PROPERTY RIGHTS Although the Company attempts to protect its
intellectual property rights through patents, copyrights, trade secrets and
other measures, it believes that any success will depend more upon the
innovation, technological expertise and marketing abilities of its employees.
Nevertheless, the Company has a policy of seeking patents when appropriate on
inventions resulting


                                      22

<PAGE>

from its ongoing research and development and manufacturing activities. The 
Company owns various United States and foreign patents, which expire on dates 
ranging from July 2000 to February 2017, and has various United States and 
foreign patent applications pending. The Company also has various registered 
trademarks and copyright registrations covering mainly software programs used 
in the operation of its stepper systems. The Company also relies upon trade 
secret protection for its confidential and proprietary information. There can 
be no assurance that the Company will be able to protect its technology 
adequately or that competitors will not be able to develop similar technology 
independently. There can be no assurance that any of the Company's pending 
patent applications will be issued or that foreign intellectual property laws 
will protect the Company's intellectual property rights. In addition, 
litigation may be necessary to enforce the Company's patents, copyrights or 
other intellectual property rights, to protect the Company's trade secrets, 
to determine the validity and scope of the proprietary rights of others or to 
defend against claims of infringement. Such litigation could result in 
substantial costs and diversion of resources and could have a material 
adverse effect on the Company's business, financial condition and results of 
operations, regardless of the outcome of the litigation. There can be no 
assurance that any patent issued to the Company will not be challenged, 
invalidated or circumvented or that the rights granted thereunder will 
provide competitive advantages to the Company. Furthermore, there can be no 
assurance that others will not independently develop similar products, 
duplicate the Company's products or, if patents are issued to the Company, 
design around the patents issued to the Company.

Although there are no pending lawsuits against the Company regarding
infringement claims with respect to any existing patent or any other
intellectual property right, the Company has from time to time been notified of
claims that it may be infringing intellectual property rights possessed by third
parties. Certain of the Company's customers have received notices of
infringement from Technivision Corporation and the Lemelson Medical, Education
and Research Foundation, Limited Partnership alleging that the manufacture of
certain semiconductor products and/or the equipment used to manufacture those
semiconductor products infringes certain issued patents. The Company has been
notified by certain of such customers that the Company may be obligated to
defend or settle claims that the Company's products infringe any of such patents
and, in the event it is subsequently determined that the customer infringes any
of such patents, they intend to seek reimbursement from the Company for damages
and other expenses resulting from this matter.

Although there are no pending lawsuits against the Company regarding
infringement claims with respect to any existing patents or any other
intellectual property rights, there can be no assurance that infringement claims
by third parties or claims for indemnification resulting from infringement
claims in the future will not be asserted, or that such assertions, if proven to
be true, will not materially adversely affect the Company's business, financial
condition and results of operations, regardless of the outcome of any
litigation. With respect to any such future claims, the Company may seek to
obtain a license under the third party's intellectual property rights. There can
be no assurance, however, that a license will be available on reasonable terms
or at all. The Company could decide, in the alternative, to resort to litigation
to challenge such claims. Such challenges could be extremely expensive and time
consuming and could materially adversely affect the Company's business,
financial condition and results of operations, regardless of the outcome of any
litigation.

SOLE OR LIMITED SOURCES OF SUPPLY The Company procures certain of its critical
systems' components, subassemblies and services from a single supplier or a
limited group of suppliers in order to ensure overall quality and timeliness of
delivery. To date, the Company has been able to obtain adequate services and
supplies of components and subassemblies for its systems in a timely manner.
However, disruption or termination of certain of these sources, due to year 2000
compliance issues or other factors, could have a material adverse effect on the
Company's business, financial condition and results of operations. The Company
is relying increasingly on outside vendors to manufacture certain components of
its products. The Company's reliance on sole or a limited group of suppliers and
the Company's increasing reliance on subcontractors involve several risks,
including a potential inability to obtain an adequate supply of required
components due to the suppliers' failure or inability to provide such components
in a timely manner, or at all, and reduced control over pricing and timely
delivery of


                                      23

<PAGE>

components. Although the timeliness, yield and quality of deliveries to date 
from the Company's subcontractors have been acceptable, manufacture of 
certain of these components and subassemblies is an extremely complex 
process, and long lead-times are required. Any inability to obtain adequate 
deliveries or any other circumstance that would require the Company to seek 
alternative sources of supply or to manufacture such components internally 
could delay the Company's ability to ship its products, which could damage 
relationships with current and prospective customers and therefore would have 
a material adverse effect on the Company's business, financial condition and 
results of operations. (See "Year 2000 Readiness Disclosure").

DEPENDENCE ON KEY PERSONNEL The Company's future operating results depend, in
significant part, upon the continued contributions of key personnel, many of
whom would be difficult to replace. None of such persons has an employment or
noncompetition agreement with the Company. The Company does not maintain any
life insurance on any of its key persons. The loss of key personnel could have a
material adverse effect on the business, financial condition and results of
operations of the Company. In addition, the Company's future operating results
depend in significant part upon its ability to attract and retain other
qualified management, manufacturing, and technical, sales and support personnel
for its operations. There are only a limited number of persons with the
requisite skills to serve in these positions and it may become increasingly
difficult for the Company to hire such personnel over time. Competition for such
personnel is intense, and there can be no assurance that the Company will be
successful in attracting or retaining such personnel. The failure to attract or
retain such persons would materially adversely affect the Company's business,
financial condition and results of operations.

During the last several years, the Company has experienced an increased level of
employee turnover. The Company believes that this increase has been due to
several factors, including: the continued semiconductor industry slowdown, which
resulted in planned reductions in the Company's workforce during the fourth
fiscal quarter of 1996 and the third fiscal quarter of 1998, and which has
further resulted in an increased level of uncertainty within the workforce; an
expanding economy within the geographic area that the Company maintains its
principal business offices, making it more difficult for the Company to retain
its employees; and the declining value of stock options granted to employees,
relative to their total compensation, as a result of the full vesting of options
granted prior to the Company's initial public offering and significant numbers
of options granted at prices well in excess of the current market value of the
Company's stock. Additionally, the Company has implemented various cost-saving
measures, including additional scheduled plant shutdowns and required time-off
for its employees. Due to these and other factors, the Company may continue to
experience high levels of employee turnover, which could adversely affect the
Company's business, financial condition and results of operations.

EFFECTS OF CERTAIN ANTI-TAKEOVER PROVISIONS Certain provisions of the Company's
Certificate of Incorporation, equity incentive plans, Shareholder Rights Plan,
Bylaws and Delaware law may discourage certain transactions involving a change
in control of the Company. In addition to the foregoing, the Company's
classified board of directors, the shareholdings of the Company's officers,
directors and persons or entities that may be deemed affiliates and the ability
of the Board of Directors to issue "blank check" preferred stock without further
stockholder approval could have the effect of delaying, deferring or preventing
a change in control of the Company and may adversely affect the voting and other
rights of holders of Common Stock.

VOLATILITY OF STOCK PRICE The Company believes that factors such as
announcements of developments related to the Company's business, fluctuations in
the Company's operating results, sales of securities of the Company into the
marketplace, general conditions in the semiconductor and magnetic recording head
industries or the worldwide or regional economies, an outbreak of hostilities, a
shortfall in revenue or earnings from, or changes, in analysts' expectations,
announcements of technological innovations or new products or enhancements by
the Company or its competitors, developments in patents or other intellectual
property rights and developments in the Company's relationships with its
customers and suppliers could cause the price of the Company's Common Stock to
fluctuate, perhaps substantially. In addition, in recent years the stock market
in general, and the market for shares of small capitalization stocks in
particular, including the Company's, have experienced 


                                      24

<PAGE>

extreme price fluctuations, which have often been unrelated to the operating 
performance of affected companies. There can be no assurance that the market 
price of the Company's Common Stock will not continue to experience 
significant fluctuations in the future, including fluctuations that may be 
unrelated to the Company's performance.

ITEM 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Reference is made to Part II, Item 7A, "Quantitative and Qualitative Disclosures
About Market Risk" in the Company's Annual Report on Form 10-K for the year
ended December 31, 1998 and to the subheading "Derivative instruments and
hedging" in Item 8, "Financial Statements and Supplementary Data", under the
heading "Notes to Consolidated Financial Statement" of the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.


                                      25

<PAGE>

PART 2:           OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS.                                       None.

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS.               None.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES.                         None.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.     None












ITEM 5.           OTHER INFORMATION.

                  Mr. Daniel Berry has been promoted to the position of
                  President. His current title is President and Chief Operating
                  Officer of Ultratech Stepper. Additionally, Mr. Larry Thompson
                  has been promoted to the position of President of UltraBeam
                  Lithography. Both Mr. Berry and Mr. Thompson report to Mr.
                  Arthur Zafiropoulo, Chairman and CEO of Ultratech Stepper,
                  Inc.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  (a) EXHIBITS


                  Exhibit 27          Financial Data Schedule


                  (b) REPORTS ON FORM 8-K

                  The Company did not file any reports on Form 8-K during the
three months ended March 31, 1999.


                                      26

<PAGE>



                                   SIGNATURES



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



                           ULTRATECH STEPPER, INC.
--------------------------------------------------------------------------------
                                (Registrant)



Date:   May 14, 1999      By:  /s/William G. Leunis, III
      ----------------         -------------------------------------------------
                               William G. Leunis, III
                               Senior Vice President Finance and Chief Financial
                               Officer (Duly Authorized Officer and Principal
                               Financial and Accounting Officer)


                                      27