SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                                 FORM 10-K/A


               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES AND EXCHANGE ACT OF 1934

               For the fiscal year ended September 30, 2000

                     Commission file number: 000-21377


                       ROFIN-SINAR TECHNOLOGIES INC.
          ------------------------------------------------------
          (Exact name of Registrant as specified in its charter)


            Delaware                                          38-3306461
-------------------------------                          -------------------
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)



   45701 Mast Street, Plymouth, MI                               48170
--------------------------------------                         ----------
(Address of principal executive offices)                       (Zip Code)


Registrant's telephone number, including area code:  (734) 455-5400

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:


                            Title of each class
                            -------------------
                       Common Stock, $.01 par value
       Rights Associated with Common Stock, par value $.01 per Share


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days.

YES [ X ]    NO [   ]





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

The aggregate market value of the common stock held by non-affiliates of the
Registrant (based upon the closing price of the stock on the NASDAQ National
Market on December 18, 2000) was approximately $93,784,437.

11,542,700 shares of the Registrant's common stock, par value $.01 per share,
were outstanding as of December 18, 2000.


                       Documents Incorporated by Reference
                      -------------------------------------
Certain sections of the Company's Proxy Statement to be filed in connection
with the Company's 2001 Annual Meeting of Stockholders to be held in March
2001 are incorporated by reference herein at Part III, Items 10 - 13.






































EXPLANATORY NOTE

This amendment to our annual report on Form 10-K for the year ended September
30, 2000 includes exhibits 10.19 and 10.20 in Item 14 - EXHIBITS, CONSOLIDATED
FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K that have not been
previously filed with the Commission.

We have made no further changes to the previously filed Form 10-K.

















































                         ROFIN-SINAR TECHNOLOGIES INC.

                              TABLE OF CONTENTS


            Item                                                        Page
            ------------------------------------------------------      ----

PART I      1.  Business                                                  3

            2.  Properties                                               22

            3.  Legal Proceedings                                        23

            4.  Submission of Matters to a Vote of Security Holders      23

PART II     5.  Market Price of the Registrant's Common
                Equity and Related Stockholder Matters                   23

            6.  Selected Financial Data                                  24

            7.  Management's Discussion and Analysis of
                Financial Condition and Results of Operations            25

            7A. Quantitative and Qualitative Disclosures about
                Market Risk                                              30

            8.  Consolidated Financial Statements and
                Supplementary Data                                       31

            9.  Changes in and Disagreements with Accountants
                on Accounting and Financial Disclosure                   31

PART III    10. Directors and Executive Officers of the Registrant       32

            11. Executive Compensation                                   32

            12. Security Ownership of Certain
                Beneficial Owners and Management                         32

            13. Certain Relationships and Related Transactions           32

PART IV     14. Exhibits, Consolidated Financial Statement
                Schedules, and Reports on Form 8-K                       33


SIGNATURES                                                               36









<PAGE>
                              PART I

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Annual Report on Form 10-K constitute forward-
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 (the "Reform Act").  Forward-looking statements include
all statements that do not relate solely to historical or current facts, and
can be identified by the use of words such as "may", "believe", "will",
"expect", "project" "anticipate", "estimate", "plan" or "continue".  These
forward-looking statements are based on the current plans and expectations of
our management and are subject to a number of uncertainties and risks that
could significantly affect our current plans and expectations, as well as
future results of operations and financial condition.  Some of these risks
and uncertainties are discussed under "Risk Factors", below.  In making these
forward-looking statements, we claim the protection of the safe-harbor for
forward-looking statements contained in the Reform Act.  We do not assume any
obligation to update these forward-looking statements to reflect actual
results, changes in assumptions, or changes in other factors affecting such
forward-looking statements.

ITEM 1.     BUSINESS

COMPANY OVERVIEW

Rofin-Sinar Technologies Inc. (herein also referred to as "Rofin-Sinar" or
the "Company" or "we" "us" or "our") is a leader in the design, development,
engineering, manufacture and marketing of laser-based products used for
cutting, welding and marking a wide range of materials.  Lasers are a non-
contact technology for material processing which have several advantages that
are desirable in industrial applications.

The Company believes it has a worldwide market share (based on sales volume)
of approximately 18% for laser products used for cutting/welding and marking
and micro applications and that it is among the largest suppliers of laser
products used for marking applications in Europe and the Asia/Pacific region
(other than Japan).  Over 80% of the Company's sales in fiscal 2000 were made
to existing customers.  The Company has sold more than 13,000 laser sources
since 1975 and currently has over 2,500 active customers (including
multinational companies with multiple facilities purchasing from the
Company).  During fiscal 2000, 1999 and 1998, respectively, approximately
56%, 71% and 67% of the Company's revenues came from sales and servicing of
laser products for cutting and welding applications and approximately 44%,
29% and 33% came from sales and servicing of laser products for marking and
micro applications.

Through its global manufacturing, distribution and service network, the
Company provides a comprehensive range of laser sources and laser based
system solutions to three principal target markets: the machine tool,
automotive, and semiconductor/electronics industries.  The Company sells
directly to end-users, to original equipment manufacturers ("OEMs")
(principally in the machine tool industry) that integrate Rofin-Sinar's laser
sources with other system components, and to distributors.  Many of Rofin-


                                   - 3 -
<PAGE>
Sinar's customers are among the largest global participants in their
respective industries.  During the 2000, 1999, and 1998 fiscal years, 25%,
25%, and 31%, respectively, of the Company's sales were in North America, and
75%, 75%, and 69% in Europe/Asia.

The accompanying financial statements present the historical financial
information of Rofin-Sinar Technologies Inc. ("Rofin-Sinar" or "the Company")
and its wholly owned subsidiaries.  Rofin-Sinar consists of Rofin-Sinar Inc
("RSI") and Rofin-Sinar Technologies Europe S.L. ("RSTE"). RSTE, a European
holding company formed in 1999 owns 100% of Rofin-Sinar Laser GmbH ("RSL"),
80% of Dilas Diodenlaser GmbH ("Dilas") and 73.88% of Rofin-Sinar UK Ltd.
("RS UK"). RSL includes the consolidated accounts of its 99.97% owned
subsidiary, Rofin-Sinar France S.A.; its 94.19% owned subsidiary Rasant-
Alcotec Beschichtungstechnik GmbH; its 90.65% owned subsidiary Rofin-Sinar
Italiana S.r.l.; its 51% owned subsidiary Rofin-Marubeni Laser Corporation (a
Japanese corporation); and its 90.01% owned subsidiary Carl Baasel
Lasertechnik GmbH ("CBL"). CBL includes the consolidated accounts of its 99%
owned subsidiary Rofin-Baasel Espana S.A.; its 90% owned Baasel Lasertech
France S.A.R.L.; and its wholly owned subsidiaries Baasel Lasertech Italia
S.r.l.; Baasel Lasertech U.K. Ltd.; Rofin-Baasel Benelux B.V.; Rofin-Baasel
Singapore Pte Ltd; Rofin-Baasel Inc; Wegmann-Baasel Laser und elektrooptische
Gerate GmbH and PMB Elektronik GmbH.

On May 10, 2000, the Company acquired 90.01% of the share capital of Carl
Baasel Lasertechnik GmbH ("Baasel Lasertech") through its wholly owned
subsidiary Rofin-Sinar Laser GmbH, Hamburg, Germany for 44.3 million Euro in
cash.  Additionally, RSTI refinanced 23.4 million Euro of the then
outstanding debt of Baasel Lasertech. RSTI has followed the purchase method
in accounting for the acquisition, and accordingly the accompanying results
of operations include the results of Baasel Lasertech for the period
subsequent to the date of acquisition. In connection with the acquisition and
integration of Baasel Lasertech into the Company's operations, including the
consolidation of certain product lines, RSTI has recorded a special charge of
$2.8 million to write-off certain of its inventories, which will be
discontinued.

THE COMPANY'S LASER PRODUCTS

The Company currently offers a comprehensive range of laser products and
related services for four principal material processing applications: (1)
cutting; (2) welding; (3) marking; and (4) micro.  Rather than offering
standardized laser systems, the Company works directly with its customers to
develop and customize optimal solutions for their manufacturing requirements.
In developing its laser-based solutions, the Company offers customers its
expertise in: (i) product development and manufacturing services based on 25
years of laser technology experience and applications know-how; (ii)
application and process development (i.e., developing new laser-based
applications for manufacturing customers and assisting them in integrating
lasers into their production processes); (iii) system engineering (i.e.,
advising customers on machine design, including tooling, automation and
controls for customers in need of "turn-key" solutions); and (iv) extensive
after-sales support of its laser products (including technical support, field
service, maintenance and training programs, and rapid spare parts delivery).


                                   - 4 -
<PAGE>
The following table sets forth the Company's net sales of laser products used
for cutting and welding applications and of laser products used for marking
and micro applications in fiscal 2000, 1999 and 1998:

                                                September 30,
                                   ------------------------------------
  Product Category *                  2000          1999         1998
  ------------------------------   ---------      ---------    ---------
                                             (in thousands)

  Lasers for cutting and welding    $ 95,195      $ 88,056     $ 78,472
  Laser marking and micro products    75,992        	35,968       39,111
                                    ---------     ---------    ---------
  Total sales, net                  $171,187 	     $124,024     $117,583
                                    =========     =========    =========

*  For each product category, net sales includes sales of services (including
training, maintenance and repair) and spare parts.

The Company from time to time reviews various opportunities to acquire
businesses, technologies or products complementary to the Company's present
business.

The laser sources sold by the Company consist of a laser head (containing the
lasing medium, resonator, source of excitation, resonator mirrors and cooling
mechanism), power supply, and microcontroller (for control and monitoring).
For a more detailed discussion of the components of a laser source, see
"Laser Technology".  Products are offered in different configurations and
utilize different design principles according to the desired application.
The Company's engineers and other technical experts work directly with
customers in the Company's applications centers to develop and customize the
optimal solution for the customers' manufacturing requirements.

LASER PRODUCTS FOR CUTTING AND WELDING APPLICATIONS - MACRO

The Company's family of CO2 laser products for cutting and welding, and their
principal markets and applications, are discussed below.

     LASER SERIES         POWER RANGE        MODE OF EXCITATION
     -----------------    ----------------   ---------------------
     RS DC Slab Series    1.0 kW -  3.5 kW   High Frequency
     RS HF Series         4.0 kW -  8.0 kW   High Frequency
     RS TR Series         2.0 kW - 12.0 kW   Direct Current
     RS SC Series         100 W  -  300 W    High Frequency

The Company believes that it is the only laser manufacturer of diffusion
cooled, Slab-based lasers in the high-power range.  In this laser design, a
high-frequency (HF) excited gas discharge occurs between two water-cooled
electrodes which have a large surface area that permits maximum heat
dissipation. The core diffusion-cooled technology is protected by two
patents, and the Company has exclusive license rights to this technology on a
worldwide basis for power levels above 500 watts for material processing



                                   - 5 -
<PAGE>
applications.  The Company's current focus with respect to its Slab Series
lasers is on continuing to both increase their power output and reduce their
manufacturing costs in order to achieve more attractive pricing.  Principal
markets for the Slab Series lasers are the machine tool and automotive
industries.

The Company's RS HF Series lasers combine proven cross-flow design principles
with modern high-frequency (HF) discharge excitation technology.  The Company
has shipped this product predominantly to customers in the automotive
industry, and their sub-suppliers, in the United States and Europe, where it
has been used in a significant number of welding applications, including
transmissions, tailored blanks, steel tubing and many other car parts and
components.

The Company's TR Series fast-axial flow CO2 laser is used for both cutting and
welding applications.  In the fast-axial flow principle, the gas discharge
occurs in a tube in the same direction as the resonator, through which the
laser gas mixture flows at a high speed. TR Series products are used
primarily by the machine tool industry.

The Company's SC Series diffusion-cooled CO2 lasers are developed and produced
by RS UK.  The SC Series are sealed-off lasers, which are also based on the
Slab laser principle used for the DC Slab Series. The lasers are used for
cutting and marking applications.  Principal markets are the machine tool and
packaging industries.

The Company's family of Nd:YAG laser products for cutting and welding, and
their principal markets, are discussed below.

     LASER SERIES         POWER RANGE        MODE OF EXCITATION
     -----------------    ---------------    ---------------------
     RS CW Series         1.2 kW - 2.5 kW    Flash Lamp
     RS DY Series         550  W - 4.4 kW    Laser Diodes

Rofin-Sinar's RS CW and DY Series of continuous wave Nd:YAG lasers are
designed exclusively for use with flexible fiber-optic beam delivery systems,
making them particularly well suited for integration into complex production
systems.  The key competitive advantages of the CW and DY Series lasers are
their pulse shaping capability and multiple power output configurations.
These configurations include continuous wave and pulsed power ramping modes,
which allows the Company to address a wide range of customer applications.
Power ramping is particularly suited for achieving smooth welds and avoiding
cracks during the welding process.  In addition, several features of the CW
Series laser such as the simple resonator design, easily accessed power
supply and highly durable ceramic pumping chambers are designed with a view
to long service intervals and, therefore, low maintenance costs. Diode
pumped, solid-state lasers (DY Series), introduced in fiscal 1999, are
characterized by high beam quality, high efficiency and long service
intervals. They are PC-controlled and are equipped with a modem, which allows
easy communication with a remote service center.  These lasers are used
principally in the automotive industry.




                                   - 6 -
<PAGE>
The Company's family of diode laser products for welding, soldering and
surface treatment applications, and their principal markets, are discussed
below.

     LASER SERIES         POWER RANGE       MODE OF EXCITATION
     -----------------    --------------    ---------------------
     Diode Lasers         10 W - 6000 W     Direct Current

The Company's diode lasers are designed to meet the requirements of a wide
range of welding, soldering, and surface treatment applications.  The
Company's high-power laser diodes can be stacked into arrays achieving output
powers in the multiple kilowatt range.  In addition to their use in the
automotive, machine tool and semiconductor/electronic markets, these lasers
are also sold into the medical device and research markets.  Additionally,
laser diodes are sold as components both internally and externally.

LASER PRODUCTS FOR MARKING AND MICRO APPLICATIONS - MARKING / MICRO

The Company's family of laser marking products is as follows:

     LASER SERIES         POWER RANGE       MODE OF EXCITATION
     -----------------    --------------    ---------------------
       PowerLine;
      StarMark Series       3 W - 130 W     Flash Lamp or Laser Diodes
       CombiLine;
      StarMark Systems     10 W - 130 W     n.a.
       Blazer FlexScan            100 W     High Frequency

PowerLine/StarMark Series - The Company's standard PowerLine and StarMark
laser marking products consists of a CO2 or Nd:YAG laser in the range of 3 to
130W, a galvo-head, a personal computer with state-of-the-art processor, and
Rofin-Sinar's proprietary Laser Work Bench, VisualLaserMarker and LaserCAD-
Software. The modular design of the PowerLine and StarMark markers enables
customers to order the most suitable configuration for their production
processes or systems (e.g. OEM-customers may order the laser head, power
supply, and laser cooling assembly plates as subassemblies without the
cabinet for easier integration into the handling system specified by the end-
user).  The PowerLine and StarMark Nd:YAG lasers incorporates either a dual
or single lamp ceramic cavity design using "long-life" lamps or diode
modules, both of which result in higher output power (and therefore higher
marking speeds), higher energy efficiency (and therefore reduced operating
costs), high beam quality (and therefore constant and reliable marking
quality), and longer service intervals.  The Company's proprietary Laser Work
Bench, VisualLaserMarker and LaserCAD-Software provides operators with a
user-friendly desktop publishing environment that allows them to manipulate
fonts, import graphics, preview marking and control all laser parameters and
job programs.  Special options and accessories include a double-marking head
allowing marking speeds of up to 1,000 characters per second in certain
applications (most notably marking of integrated circuits), as well as beam-
switching and -splitting options for marking of products in multiple
production lines using a single laser. Their main application besides a wide
variety of possible applications is the marking of plastics and smart cards
in the semiconductor/electronics industries.


                                   - 7 -
<PAGE>

CombiLine/StarMark Systems - Built on a modular design, the CombiLine and
StarMark Systems consists of a PowerLine or StarMark laser marker that can be
combined with a variety of parts handling systems developed by the Company,
including: motor driven positioning tables, foil handling systems for marking
labels, conveyor belts and pick-and-place systems.  These allow the CombiLine
and StarMark Systems to be customized as a turn-key system.

Blazer FlexScan - The Blazer FlexScan, introduced in fiscal 1999, utilizes a
100 watt sealed-off CO2 laser (SC Series) and features the ability to mark
components that are moving at high speeds.  The principal market is the
packaging industry.

The Company's family of laser products for micro applications is as follows:

      LASER SERIES         POWER RANGE       MODE OF EXCITATION
      -----------------    --------------    -------------------
      RS P Series          500 W - 1.0 kW    Flash Lamp
      StarWeld Series       20 W - 500 W     Flash Lamp
      StarCut Series       150 W - 300 W     Flash Lamp
      PerfoLas Systems     n.a.              n.a.


The Company's RS P Series of pulsed Nd:YAG lasers are designed to meet the
requirements of a wide range of welding and cutting applications.  Their high
peak power, flexible fiber-optic beam delivery system, and small-focused beam
spot size allow these lasers to be successfully applied in many cutting and
welding applications.  The RS lasers' pulse shaping capability (achieved
through programming of the power supply) makes them particularly well-suited
to the processing of metallurgically difficult materials such as aluminum and
its various alloys.  Principal markets for these lasers are the automotive
and precision welding markets.

StarWeld Series - The Company's standard StarWeld laser products consist of
pulsed Nd:YAG lasers in the range of 20W to 500W. Their main application
besides a wide variety of possible applications is the fine-welding of
jewelry and dental parts. Principal markets for these lasers are medical
devices and the jewelry industry.

StarCut Series - The Company's StarCut laser products use pulsed Nd:YAG
lasers in the range of 3W to 300W. Their main application is the fine cutting
of medical devices and integrated circuits. Principal markets for these
lasers are medical devices, semiconductor and electronics industry.

PerfoLas Systems - The PerfoLas Systems consists of a high power CO2 Laser and
a special designed handling system including a laser beam splitter (PerfoLas
Multiplexer) which allows the customers to drill up to 250,000 holes per
second into paper or foils. The main application is perforating of cigarette
paper.






                                   - 8 -
<PAGE>
Applications Development

In addition to manufacturing and selling laser sources for cutting and
welding and laser marking and micro application products, the Company also
develops in its applications centers laser-based solutions for customers
seeking alternatives to conventional manufacturing techniques.  Twenty-five
years of laser technology experience and know-how are embodied in the
Company's applications groups, developed as a result of its participation in
a broad range of industrial markets.


Markets and Customers

Rofin-Sinar's laser products and systems are currently sold to three
principal industrial markets: the machine tool, automotive and semiconductor
/electronics industries.  The following table sets forth the distribution of
the Company's total sales among the Company's principal markets:

                       Fiscal Years
                  ----------------------
Principal Market   2000     1999   1998   Primary Applications
----------------  ------   ------ ------  --------------------------------
Machine Tool         27%     31%    26%   Cutting
Automotive           16%     14%    19%   Welding and component marking
Semiconductor and                         Marking of integrated circuits
   Electronics       24%     14%    19%      and smart cards
                  ------   ------  ------
                     67%     59%    64%

The remaining 33%, 41%, and 36%, respectively, of sales in fiscal 2000, 1999
and 1998 were attributable to customers in a wide variety of other industries
(including aerospace, consumer goods, medical device manufacturers, job
shops, universities and institutes).  No one customer accounted for over 10%
of total sales in any of such periods.

Sales, Marketing and Distribution

Rofin-Sinar sells its products in approximately 35 countries through OEMs and
to major end-users who have in-house engineering resources capable of
integrating the Company's products into their own production systems.  Laser
sources for cutting applications are marketed and sold principally to OEMs in
the machine tool industry who sell laser cutting machines incorporating the
Company's products without any substantial involvement by the Company.  Laser
sources for welding applications are marketed and sold both to systems
integrators and to end-users.  Laser marking products are marketed and sold
directly to end-users and to OEMs for integration into their handling systems
(mainly for integrated circuit and smart card marking applications).  Laser
micro products are marketed and sold directly to end-users and to
distributors (mainly for jewelry and dental applications).  In the case of
both welding lasers and laser marking products, the end-user is significantly
involved in the selection of the laser component and will often specify to
the OEM that it desires a Rofin-Sinar laser.  In such cases, the Company's
application engineers work directly with the end-user to optimize the
application's performance and demonstrate the advantages of the Company's
products.
                                   - 9 -
<PAGE>
The Company has 87 direct sales engineers operating in 15 countries, of which
25 employees are dedicated to marketing CO2 and Nd:YAG lasers for cutting and
welding and 62 are dedicated to marketing laser marking and micro products.
In addition, Rofin-Sinar has 12 independent distributors and agents marketing
the Company's welding and cutting laser products and laser marking products
in Australia, Brazil, Denmark, India, Israel, the Philippines, Thailand, the
People's Republic of China, Portugal, Singapore, Spain, Sweden and Finland.
The Company directs its worldwide sales and marketing of cutting and welding
lasers from its offices in Hamburg, Germany and for laser diode components
from Mainz, Germany.  Worldwide sales and marketing of laser marking products
is directed from the Company's offices in Gunding-Munich, Germany and for
laser micro products it is directed from its offices in Starnberg, Germany.
U.S. sales of the Company's cutting, welding and micro laser products are
managed out of its Plymouth, Michigan facility and for marking products out
of its Acton, Massachusetts facility.  The Company also maintains a sales
office in Phoenix, Arizona to support the expansion of the Company's laser
marking business in the North American market.  In Europe, Rofin-Sinar also
maintains sales and service offices in Italy, France, Spain, the United
Kingdom, Netherlands and Belgium.  Sales offices are maintained in South
Korea, Taiwan and Singapore to cover the Asia/Pacific region (other than
Japan).

In Japan the Company's principal distributor is its joint venture with
Marubeni Corporation and Nippei Toyama Corporation.


Customer Service and Replacement Parts

During fiscal 2000, 1999 and 1998 approximately 28%, 31% and 27% of the
Company's revenues were generated from sales of after-sale services,
replacement parts and components for its laser products.  The Company
believes that a high level of customer support is necessary to successfully
develop and maintain long-term relationships with its OEM and end-user
customers in its laser products and laser marking and micro systems business.
This close relationship is maintained as customers' needs change and evolve.
Recognizing the importance of its existing and growing installed
multinational customer base, the Company has expanded into new geographic
regions by providing local service and support.  Rofin-Sinar has 210 customer
service personnel.  The Company's field service and in-house technical
support personnel receive ongoing training with respect to the Company's
laser products, maintenance procedures, laser-operating techniques and
processing technology.  Most of the Company's distributors also provide
customer service and support.

Many of Rofin-Sinar's laser products are operated 24 hours a day in high
speed, quality-oriented manufacturing operations.  Accordingly, the Company
provides 24-hour, year-round service support to its customers in Germany, the
United States, and the majority of other countries in which it operates.  The
Company plans to continue adopting similar service support elsewhere.  In
addition, eight-hour response time is provided to certain key customers.
This support includes field service personnel who reside in close proximity
to the Company's installed base.  The Company provides customers with process
diagnostic and verification techniques, as well as specialized training in


                                   - 10 -
<PAGE>
the operation and maintenance of its systems.  The Company also offers
regularly scheduled and intensive training programs and customized
maintenance contracts for its customers.

Of Rofin-Sinar's customer service personnel, approximately 145 employees
operate in the field in 40 countries.  Field service personnel are also
involved in the installation of the Company's systems.

Rofin-Sinar's approach to the sale of replacement parts is closely linked to
the Company's strategic focus on rapid customer response.  The Company
provides around-the-clock order entry and provides same or next day delivery
of parts worldwide in order to minimize disruption to customers'
manufacturing operations.  Rofin-Sinar generally agrees to provide after sale
parts and service for 10 years if requested by the customer.  The Company's
growing base of installed laser sources and laser marking products is
expected to continue to generate a stable source of parts and service sales.

COMPETITION

Laser Products for Cutting and Welding - Macro

The market for laser products and systems is fragmented, and includes a large
number of competitors, many of which are small or privately owned or which
compete with Rofin-Sinar on a limited geographic, industry-specific or
application-specific basis.  The Company also competes in certain target
markets with competitors that are part of large industrial groups and have
access to substantially greater financial and other resources than the
Company.  Competition among laser manufacturers includes attracting and
retaining qualified engineering and technical personnel.  The overall
competitive position of the Company will depend upon a number of factors,
including product performance and reliability, customer support,
manufacturing quality, the compatibility of its products with existing laser
systems, and the ability to continue to successfully develop products
utilizing the technologies of diode lasers and diode pumped, solid-state
lasers.

Rofin-Sinar believes it is among the top three suppliers of laser sources in
the worldwide market for cutting and welding applications.  Companies such as
Trumpf, Fanuc and PRC (for high-power CO2 lasers), Excel/Synrad and Coherent
(for low-power CO2 lasers), Trumpf-Haas and GSI Lumonics (for Nd:YAG lasers)
and Optopower and SDL (for diode lasers and laser diodes) compete in certain
of the markets in which Rofin-Sinar operates.  However, in the Company's
opinion, none of these companies competes in all of the industries,
applications and geographic markets currently served by Rofin-Sinar.  Only
Trumpf/Haas has a product range and worldwide presence similar to those of
the Company.  The Company believes that it has a competitive advantage over
such companies due to its exclusive access (for material applications of 500
watts and above) to the patented diffusion cooling technology incorporated in
its CO2 Slab lasers.  See "Intellectual Property".






                                   - 11 -
<PAGE>
Laser Marking and Micro Products

Significant competitive factors in the laser marking and micro market include
system performance and flexibility, cost, the size of each manufacturer's
installed base, capability for customer support, and breadth of product line.
Because many of the components required to develop and produce a laser
product for marking and micro applications are commercially available,
barriers to entry into this market are low, and the Company expects new
competitive product entries into this market.  The Company believes that its
product range for marker and micro applications will compete favorably in
this market primarily due to the performance and price characteristics of
such products.

The Company's products compete in the laser marking market with conventional
ink-based and acid-etching technologies, as well as with laser mask-marking.
In the micro market the Company's products compete with conventional welding,
etching and spark erosion technologies.  The Company believes that its
principal competitors in the laser marking and micro market include Trumpf-
Haas, GSI Lumonics, Lasag and Excel/Control Laser.

Rofin-Sinar also competes with manufacturers of conventional non-laser
products in applications such as welding, drilling, soldering, cutting and
marking.  The Company believes that as industries continue to modernize, seek
to reduce production costs and require more precise and flexible
manufacturing, the features of laser-based systems will become more desirable
than systems incorporating conventional manufacturing techniques and
processes.  This increased acceptance of laser applications by industrial
users will be enhanced by product line expansion to include lower and higher
power C02 lasers, advancements in fiber-optic beam delivery systems,
improvements in reliability, and the introduction of diode lasers and diode
pumped, solid-state lasers capable of performing heavy industrial material
processing and marking and micro applications.

MANUFACTURING AND ASSEMBLY

Rofin-Sinar manufactures and tests its high-power CO2 and Nd:YAG laser
products for cutting and welding at its Hamburg, Aschheim-Munich, Germany and
Plymouth, Michigan facilities.  The Company's laser marking products are
manufactured and tested at its facilities in Gunding-Munich, Starnberg,
Germany, Singapore and Acton, Massachusetts.  The products for micro
applications are manufactured and tested in Starnberg, Germany.  The diode
laser products are manufactured and tested at its Mainz, Germany facility.
Low-power CO2 laser products are manufactured and tested in Kingston upon
Hull, UK.  Coating of the Slab laser electrodes is performed at the Overath,
Germany facility.

Given the competitive nature of the laser business, the Company focuses
substantial efforts on maintaining and enhancing the efficiency and quality
of its manufacturing operations.  The Company utilizes just-in-time and cell-
based manufacturing techniques to reduce manufacturing cycle times and
inventory levels, thus enabling it to offer on-time delivery and high quality
products to its customers.



                                   - 12 -
<PAGE>
Rofin-Sinar's in-house manufacturing includes only those manufacturing
operations that are critical to achieve quality standards or protect
intellectual property.  These manufacturing activities consist primarily of
product development, testing of components and subassemblies (some of which
are supplied from within the Company and others of which are supplied by
third party vendors and then integrated into the Company's finished
products), assembly and final testing of the completed product, as well as
proprietary software design and hardware/software integration.  The Company
minimizes the number of suppliers and component types; however, wherever
practicable, it has at least two sources of supply for key items.  The
Company has a qualifying program for its vendors and generally seeks to build
long-term relationships with such vendors.  The Company purchases certain
major components from single suppliers.  The Company has reason to believe
that it could, if necessary, purchase such components from alternative
sources of supply following appropriate qualification of such new vendors.
The Company cannot assure, however, that alternative sources of supply could
be obtained on as favorable terms.

Rofin-Sinar is committed to meeting internationally recognized manufacturing
standards.  The Company's Hamburg, Gunding-Munich, Starnberg, and Plymouth
facilities are ISO 9001 certified.


RESEARCH AND DEVELOPMENT

During fiscal 2000, 1999 and 1998, Rofin-Sinar's net spending on research and
development was $13.0 million, $11.8 million, and $10.0 million,
respectively. The Company received funding under German government grants
totaling $1.4 million, $1.3 million, and $1.1 million in fiscal 2000, 1999
and 1998, respectively.

Rofin-Sinar's research and development activities are directed at meeting
customers' manufacturing needs and application processes.  Core competencies
include CO2 gas lasers, Nd:YAG solid-state lasers, diode lasers, precision
optics, electronic power supplies, fiber optics, beam delivery, control
interfaces, software programming and systems integration.  The Company
strives for customer-driven development activities and promotes the use of
alliances with key customers and joint development programs in a wide range
of its target markets.

The Company's research and development activities are carried out in seven
centers in Hamburg, Aschheim-Munich, Gunding-Munich, Starnberg and Mainz,
Germany, Kingston upon Hull, UK, and Plymouth, Michigan and are centrally
coordinated and managed.  Rofin-Sinar maintains close working relationships
with the leading industrial, government and university research laboratories
in Germany, including the Fraunhofer Institute for Laser Technology in
Aachen, the Institute for "Technische Physik" of the German Space and
Aerospace Research Center in Stuttgart, the Fraunhofer Institute for Material
Science in Dresden, the Laser Center in Hanover, and elsewhere around the
world, including the University of Alberta in Canada.  Such relationships
include funding of research, joint development programs, personnel exchange
programs and licensing of patents developed at such institutes.



                                   - 13 -
<PAGE>

INTELLECTUAL PROPERTY

Rofin-Sinar owns intellectual property, which includes patents, proprietary
software, technical know-how and expertise, designs, process techniques and
inventions.  While policies and procedures are in place to protect critical
intellectual properties, Rofin-Sinar believes that its success depends to a
larger extent on the innovative skills, know-how, technical competence and
abilities of the Company's personnel.  The Company is also an exclusive
licensee on a worldwide basis of two patents, one of which expires in July
2007 and one of which expires in January 2005 (as to which the license is
exclusive for the duration of the patent), covering the diffusion-cooled
technology used in its Slab Series CO2 lasers for industrial material
processing applications of 500 watts and above.  In the Company's view, the
technology protected by these two patents represents a significant step
forward in industrial laser technology for material processing and is an
important source of the Company's future growth and profitability.

Rofin-Sinar protects its intellectual property in a number of ways including,
in certain circumstances, patents.  The Company has sought patent protection
primarily in Germany and the United States.  Some patents have also been
registered in other jurisdictions including Great Britain, France, Italy and
Japan.  The Company currently holds 108 separate patents for inventions
relating to lasers, processes and power supplies that expire from calendar
2000 to 2018. In addition, 86 patent applications have been filed and are
under review by the patent authorities. Rofin-Sinar requires its employees
and certain of its customers, suppliers, distributors, agents and consultants
to enter into confidentiality agreements to further safeguard the Company's
intellectual property.

The Company from time to time receives notices from third parties alleging
infringement of such parties' patent or other intellectual property rights by
the Company's products.  While such notices are common in the laser industry
and the Company has in the past been able to develop non-infringing
technology or license necessary patents or technology on commercially
reasonable terms, the Company cannot assure that it would in the future
prevail in any litigation seeking damages or expenses from the Company or to
enjoin the Company from selling its products on the basis of such alleged
infringement.  Nor can the Company assure that it would be able to develop
any non-infringing technology or license any valid and infringed patents on
commercially reasonable terms.  In the event any third party made a valid
claim against the Company or its customers and a license were not made
available to the Company on commercially reasonable terms, the Company would
be adversely affected.

In July 1996, the Company received notice of an opposition filed by a
competitor in the European Patent Office ("EPO") which challenges on a number
of grounds one of the two third-party patents licensed by the Company
covering certain aspects of its diffusion-cooled CO2 Slab laser.  The holder
of the patent has filed a response to the opposition, in response to which
the party opposing the patent has filed further submissions.  The last
submission in the matter was made in September 1999.  The U.S.-issued
counterpart of this patent was previously the subject of a reexamination
proceeding in the U.S. Patent and Trademark Office ("PTO"), at the conclusion

                                   - 14 -
<PAGE>
of which the patent was upheld.  While the decision of the PTO is not binding
on the EPO, based on the outcome of the U.S. reexamination proceeding and
management's review of the arguments made in the opposing party's notice of
opposition and subsequent submissions, the Company believes that such notice
of opposition is without substantial merit and that the patent will be upheld
by the EPO.  However, no assurance can be given that there will be a
successful outcome for the holder of the patent and therefore for the Company
in this opposition proceeding.

From time to time, the Company files notices of opposition to certain patents
on laser technologies held by others, including academic institutions and
competitors of the Company, which the Company believes could inhibit its
ability to develop products in this area.  In particular, the Company has a
pending notice of opposition in the EPO against a patent held by a competitor
which the Company believes conflicts with a third-party patent licensed by
the Company covering certain aspects of its diffusion-cooled CO2 Slab laser.
The opposition was rejected by the opposition division of the EPO, in May
1997.  The Company appealed this decision to the appellate division of the
EPO in July 1997.  Based on communications from EPO, the Company does not
expect any decision to be issued on its appeal until the first half of 2001.
No assurance can be given that the Company will be successful in its
opposition of the conflicting patent or that the Company will be able to
avoid an action by such competitor or others or not be forced to initiate its
own actions to protect its proprietary position.

ORDER BACKLOG

The Company's order backlog was $65.6 million, $41.0 million and $35.9
million, as of September 30, 2000, 1999, and 1998, respectively.  The
Company's order backlog, which contains relatively little service, training
and spare parts, represents approximately four months of laser shipments.
The increase in the Company's order backlog from September 30, 1999, to
September 30, 2000, was primarily attributable to the adding of the backlog
of the acquired Baasel Lasertech group with $24.1 million and the higher
order entry for marking of integrated circuits and smart cards in fiscal 2000
in Europe and Asia.  The strengthening of the U.S. dollar in fiscal 2000 had
a negative impact of approximately $3.7 million on year-to-year order
backlog. The increase in backlog from September 30, 1998, to September 30,
1999, was primarily attributable to strong demand for cutting and welding
lasers in Europe, especially to the machine tool market, and the increase in
demand for semiconductor marking lasers in the second half of fiscal 1999.
Exchange rate fluctuations had negligible effect on the change in backlog
from September 30, 1998, to September 30, 1999.

An order is booked by Rofin-Sinar when a purchase order with an assigned
delivery date has been received.  Delivery schedules range from one week to
six months, depending on the size, complexity and availability of the product
or system ordered, although typical delivery dates for laser source product
range between 8-16 weeks from the date an order is placed.  Orders in backlog
are subject to cancellation (subject to penalties), or rescheduling by the
customer.  The Company's backlog on any particular date is not necessarily
indicative of actual sales for any future period.



                                   - 15 -
<PAGE>
The Company anticipates shipping the present backlog during fiscal 2001.  As
the market demand for diode-pumped lasers for marking applications increases
the Company will require added manufacturing capacity at the Company's
Gunding-Munich, Germany location during the second quarter of fiscal 2001.
The Company estimates that the total capital expenditures required to add
such manufacturing capacity in Germany would be approximately $300,000.

LASER TECHNOLOGY

The term "laser" is an acronym for "Light Amplification by Stimulated
Emission of Radiation".  Lasers were first developed in the early 1960s in
the United States.  A laser consists of an active lasing medium that gives
off its own light (radiation) when excited, an optical resonator with a
partially-reflective output mirror at one end, a fully-reflective rear mirror
at the other that permits the light to bounce back and forth between the
mirrors through the lasing medium, and an external energy source used to
excite the lasing medium.  A laser works by causing the energy source to
excite (pump) the lasing medium, which converts the energy from the source
into an emission consisting of particles of light (photons).  These photons
stimulate the release of more photons, as they are reflected between the two
mirrors, which form the resonator.  The resulting build-up in the number of
photons is emitted in the form of a laser beam through an output port or
"window."  By changing the energy and the lasing medium, different
wavelengths and types of laser light can be produced.  The laser produces
light from the lasing medium to achieve the desired intensity, uniformity and
wavelength through a series of reflective mirrors.  The heat generated by the
excitation of the lasing medium is dissipated through a cooling mechanism,
which varies according to the type of laser technology.

EMPLOYEES

At September 30, 2000, Rofin-Sinar had 1,035 full-time employees, of which
711 were in Germany, 170 were in the United States, 28 in France, 32 in
Italy, 50 in UK, 9 in Spain, 5 in the Netherlands, 10 in Singapore and 20 in
Japan, whereas at September 30, 1999, Rofin-Sinar had 597 full-time
employees, of which 398 were in Germany, 101 were in the United States, 15 in
France, 23 in Italy, 40 in UK and 20 in Japan.

While the Company's employees are not covered by collective bargaining
agreements and the Company has never experienced a work stoppage, slowdown or
strike, the Company's employees at its Hamburg, Gunding-Munich and Starnberg
facilities are each represented by a seven-person works council.
Additionally, Hamburg and Gunding-Munich are represented by a four-person
central works council.  Matters relating to compensation, benefits and work
rules are negotiated and resolved between management and the works council
for the relevant location.  The Company considers its relations with its
employees to be excellent.








                                   - 16 -
<PAGE>
GOVERNMENT REGULATION

The majority of the Company's laser products sold in the United States are
classified as Class IV Laser Products under applicable rules and regulations
of the Center for Devices and Radiological Health ("CDRH") of the U.S. Food
and Drug Administration.  The same classification system is applied in the
European markets.  Safety rules are formulated with Deutsche Industrie Norm
(i.e., German Industrial Standards) or ISO standards which are
internationally harmonized.  Such regulations generally require a self-
certification procedure pursuant to which a manufacturer must file with the
CDRH with respect to each product incorporating a laser device, periodic
reporting of sales and purchases and compliance with product labeling
standards.  The Company's laser products for cutting and welding and laser
marking products can result in injury to human tissue if directed at an
individual or otherwise misused.  The Company believes that its laser
products for cutting and welding and laser marking products are in
substantial compliance with all applicable laws for the manufacture of laser
devices.

RISK FACTORS

Downturns in the machine tool, automotive and semiconductor/electronics
industries may have, in the future, a material adverse effect on our sales
and profitability.

Our business depends substantially upon capital expenditures by manufacturers
in the machine tool, automotive and semiconductor/electronics industries.  We
estimate that approximately 67% of our sales during fiscal 2000 were to these
three industry markets.  These industries are cyclical and have historically
experienced periods of oversupply, resulting in significantly reduced demand
for capital equipment, including the products manufactured and marketed by
us.  For the foreseeable future, our operations will continue to depend upon
capital expenditures in these industries, which in turn depend upon the
market demand for their products.  Our net sales and results of operations
may be materially adversely affected if downturns or slowdowns in the machine
tool, automotive, and semiconductor/electronics industries occur in the
future.

We depend on the ability of our OEM-customers to incorporate our laser
products into their systems.

Our net sales depend in part upon the ability of our OEM-customers to develop
and sell systems that incorporate our laser products.  Adverse economic
conditions, large inventory positions, limited marketing resources and other
factors affecting these OEM-customers could have a substantial impact upon
our financial results.  No assurances can be given that our OEM-customers
will not experience financial or other difficulties that could adversely
affect their operations and, in turn, our financial condition or results of
operations.

We experienced in the past, and expect to experience in the future,
fluctuations in our quarterly results.  These fluctuations may increase the
volatility of our stock price.


                                   - 17 -
<PAGE>
We have experienced and expect to continue to experience some fluctuations in
our quarterly results.  We believe that fluctuations in quarterly results may
cause the market price of its common stock to fluctuate, perhaps
substantially.  Factors which may have an influence on our operating results
in a particular quarter include:

*   the timing of the receipt of orders from major customers,
*   product mix,
*   competitive pricing pressures,
*   the relative proportions of domestic and international sales,
*   our ability to design, manufacture and introduce new products on a cost-
    effective and timely basis,
*   the delayed effect of incurrence of expenses to develop and improve
    marketing and service capabilities.

In addition, our backlog at any given time is not necessarily indicative of
actual sales for any succeeding period.  As our delivery schedule ranges from
one week to six months, our sales will often reflect orders shipped in the
same quarter that they are received.  Moreover, customers may cancel or
reschedule shipments, and production difficulties could delay shipments.
Accordingly, our results of operations are subject to significant
fluctuations from quarter to quarter.  See also "Business-Order Backlog."

Other factors which we believe may cause the market price of our common stock
to fluctuate, perhaps substantially, include announcements of new products,
technologies or customers by us or our competitors, developments with respect
to intellectual property and shortfalls in the Company's operations relative
to analysts' expectations.  In addition, in recent years, the stock market in
general, and the shares of technology companies in particular, have
experienced wide price fluctuations.  These broad market and industry
fluctuations, particularly in the semiconductor/electronics and automotive
industries, may adversely affect the market price of our common stock.

A high percentage of our sales are overseas and our results are therefore
subject to the impact of exchange rate fluctuations

Although we report our results in U.S. dollars, approximately 70% of our
sales are denominated in other currencies, including the Euro, British
pounds, Singapore dollars and Japanese yen.  The fluctuation of the Euro and
the other functional currencies against the U.S. dollar has had the effect of
increasing and decreasing (as applicable) reported net sales as well as cost
of goods sold and gross margin and selling, general and administrative
expenses denominated in such foreign currencies when translated into U.S.
dollars as compared to prior periods.  Our subsidiaries will from time to
time pay dividends in their respective functional currencies, thus presenting
another area of potential currency exposure in the future.

We also face transaction risk from fluctuations in exchange rates between the
various currencies in which we do business.  We believe that a certain
portion of the transaction risk of our operations in multiple currencies is
mitigated by our hedging activities, utilizing forward exchange contracts and
forward exchange options.  We also continue to borrow in each operating



                                   - 18 -
<PAGE>
subsidiary's functional currency to reduce exposure to exchange gains and
losses.  However, there can be no assurance that changes in currency exchange
rates will not have a material adverse effect on our business, financial
condition and results of operations.

The markets for our products are highly competitive.  This competition
requires us to continue a high level of investment in engineering, research
and development, marketing and customer service in order to be able to
maintain our competitive position.

The laser industry is characterized by significant price and technical
competition.  Our current and proposed laser products and laser marking and
micro products compete with those of several well-established companies, some
of which are larger and have substantially greater financial, managerial and
technical resources, more extensive distribution and service networks and
larger installed customer bases than us.  We believe that competition will be
particularly intense in the CO2, diode laser and Nd:YAG solid-state laser
markets, as many companies have committed significant research and
development resources to pursue opportunities in these markets.  There can be
no assurance that we will successfully differentiate our current and proposed
products from the products of our competitors or that the marketplace will
consider our products to be superior to competing products.  Because many of
the components required to develop and produce a laser-based marking system
are commercially available, barriers to entry into this market are relatively
low, and we expect new competitive product entry in this market.  To maintain
our competitive position in this market, we believe that we will be required
to continue a high level of investment in engineering, research and
development, marketing and customer service and support.  There can be no
assurance that we will have sufficient resources to continue to make such
investments, that we will be able to make the technological advances
necessary to maintain our competitive position, or that our products will
receive market acceptance.  See also "Business-Competition."

Our future growth and competitiveness depend upon our ability to develop new
and enhanced products to meet market demand and to integrate the acquired
Based Lasertech group to substantially increase our market share for laser
marking products.

If we are to increase our laser sales in the near term, such sales will have
to come through increases in market share for our existing products, through
the development of new products, or through the acquisition of our
competitors or their products.  To date, a substantial portion of the
Company's revenue has been derived from sales of high-powered CO2 laser
sources and more recently solid-state laser sources.  In order to meet
increasing market demand, we intend to devote substantial resources to:

*    broadening our low-power CO2 Slab laser product range,
*    increasing the output power of our diffusion-cooled CO2 Slab laser
     sources, diode lasers and diode-pumped Nd:YAG solid-state laser
     products,
*    developing low-power CO2 Slab lasers with broadened output powers to
     offer the full range of low-power CO2 lasers,



                                   - 19 -
<PAGE>
*    continuing to reduce the manufacturing costs of its diffusion-cooled CO2
     Slab lasers to achieve more attractive pricing, and
*    increasing the output power of our high power, diode-pumped Nd:YAG solid
     state lasers.

A large part of our growth strategy depends upon being able to integrate the
acquired Baasel Lasertech group and streamline the existing laser marking
product portfolio to increase substantially our market share for laser
marking products, particularly in the United States.

If we are unable to implement our strategy to develop new and enhanced
products in the way described above and to integrate the Baasel Lasertech
group and streamline the laser marking product portfolio, we may not be able
to increase our revenues.  As a result, our business, operating results and
financial condition could be adversely affected.  No assurance can be given
that we will successfully implement our business strategy or that any of the
newly developed or enhanced products will achieve market acceptance or not be
rendered obsolete or uncompetitive by products of other companies.  See also
Item 7, "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business - The Company's Laser Products".

While there are currently no commitments with respect to any future
acquisitions, our business strategy includes the expansion of its products
and services, which may be effected through acquisitions.  We, from time to
time, review various opportunities to acquire businesses, technologies or
products complementary to the Company's present business.  There can be no
assurance that we will be able to integrate any acquired business effectively
or that any acquisition will result in long-term benefits to us.

Our failure to avoid litigation for infringement or misappropriation of
propriety rights of third parties or to protect our propriety technology
could result in a loss of revenues and profits.

We, from time to time, receive notices from third parties alleging
infringement of such parties' patent or other proprietary rights by our
products.  While such notices are common in the laser industry and the
Company has in the past been able to develop non-infringing technology or
license necessary patents or technology on commercially reasonable terms,
there can be no assurance that we would in the future prevail in any
litigation seeking damages or expenses from us or to enjoin us from selling
our products on the basis of such alleged infringement, or that we would be
able to develop any non-infringing technology or license any valid and
infringed patents on commercially reasonable terms.  In the event any third
party made a valid claim against us or our customers and a license were not
made available to us on commercially reasonable terms, we would be adversely
affected.

Our future success depends in part upon our intellectual property rights,
including trade secrets, know-how and continuing technological innovation.
There can be no assurance that the steps taken by us to protect our
intellectual property rights will be adequate to prevent misappropriation or
that others will not develop competitive technologies or products.  We
currently hold 108 United States and foreign patents on our laser sources,
which expire, from calendar 2000 to 2018.  In addition, 86 patent
applications have been filed and are under review by the patent authorities.
                                   - 20 -
<PAGE>

There can be no assurance that other companies are not investigating or
developing other technologies that are similar to ours, that any patents will
issue from any application filed by the Company or that, if patents do issue,
the claims allowed will be sufficiently broad to deter or prohibit others
from marketing similar products.  In addition, there can be no assurance that
any patents issued to us will not be challenged, invalidated or circumvented,
or that the rights thereunder will provide a competitive advantage to us.
See also "Business - Intellectual Property".

Our inability to efficiently manage the risks associated with our
international operations could adversely affect our business.

Our products are currently marketed in approximately 35 countries, with
Germany, the rest of Europe, the United States and the Asia/Pacific region
being the Company's principal markets.  Sales in our principal markets are
subject to risks inherent in international business activities, including the
general economic conditions in each such country, overlap of differing tax
structures, management of an organization spread over various jurisdictions,
unexpected changes in regulatory requirements and compliance with a variety
of foreign laws and regulations such as import and export licensing
requirements and trade restrictions.  Our failure to manage the risks
associated with our international business operations could have a material
adverse effect on our sales and profitability.  The business and operations
of our principal subsidiary, RSL, are primarily subject to the changing
economic and political conditions prevailing in Germany. Although
productivity in Germany is generally high, labor costs, corporate taxes and
employee benefit expenses are high and weekly working hours are shorter in
Germany compared to the rest of the European Union, the United States and
Japan.

Countries in the Asia/Pacific region, including Japan, have experienced
weaknesses in their currency, banking and equity markets.  As the
Asia/Pacific market currently represents approximately 18% of our revenues,
these weaknesses could adversely affect consumer demand for our product, the
U.S. dollar value of our foreign currency denominated sales, and ultimately
our consolidated results of operations.

The "Euro" is a new legal currency being introduced by certain European Union
member states.  On January 1, 1999, eleven European countries established
fixed conversion rates between their existing currencies (legacy currencies)
and the Euro.  As of that date, the legacy currencies of such countries are
not directly convertible into each other; instead a legacy currency must be
converted into the Euro, which then can be converted into a target legacy
currency.  The legacy currencies and the Euro will both be used through June
30, 2002, after which the legacy currencies will be withdrawn. Our review
indicates that our information systems can operate in the "Euro only"
environment.

We are currently unable to determine the ultimate long-term financial impact
of the exclusive use of the Euro on our markets and on the economies of the
countries in which we operate.  This impact will depend upon the evolving
competitive situations and macro-economic impact of the introduction of the
Euro.

                                   - 21 -
<PAGE>

ITEM 2.     PROPERTIES

The Company's manufacturing facilities include the following:

                           Owned or      Size
Location of Facility        Leased     (sq. ft.)   Primary Activity
------------------------  ----------  -----------  --------------------------
Hamburg, Germany   	         Owned       110,840    CO2 lasers, Nd:YAG
lasers
Starnberg, Germany          Leased	       78,735    Laser marking and micro
                                                   products, power supplies
Plymouth, Michigan          	Leased       58,075    CO2 lasers
Gunding-Munich, Germany     Leased	       54,757    Nd:YAG lasers, laser
                                                   marking products
Kingston upon Hull,
  United Kingdom            Leased       48,504	    Low-power CO2 lasers
Aschheim-Munich, Germany    Leased       23,080    CO2 lasers
Acton, Massachusetts        Leased       20,000    Laser marking products
Mainz, Germany              Leased       19,142    Diode lasers & components
Overath, Germany            Leased       14,447	    Coating of materials
Sakai Atsugi-shi, Japan     Leased       11,245    CO2 lasers
Singapore                   Leased        6,047    Laser marking products

*     The facility is owned by RSL; the real property on which the facility
      is located is leased by RSL under a 99-year lease.

The Company's leases of its facilities in Plymouth, Michigan expire in 2001
(with renewal options until 2002).  The Kingston upon Hull, United Kingdom
facility lease expires in 2007, with an option to purchase the facility in
June 2002.  The Gunding-Munich, Germany facility lease expires in 2005 and
2007, with an optional yearly notice of termination. The leases on its
Japanese facilities in Atsugi-shi expire in 2001 with a renewal option for
three years.  The Mainz, Germany facility lease expires in 2001 and the
Overath, Germany facility leases expire in 2003 and 2004. The Singapore
facility lease expires in 2003, with a renewal option for three years.  The
Starnberg, Germany main facility is leased until 2017, including a clause to
terminate the lease contract within a two-year notice period during the
contract period. The Aschheim-Munich, Germany facility lease expires in 2010,
with a renewal option until 2015. The leases on its U.S. facilities in Acton,
Massachusetts, expire in 2001 with a renewal option for five years.

The Company maintains sales, administration and research and development
facilities at each of the Hamburg, Aschheim-Munich, Starnberg, Gunding-
Munich, Mainz, Kingston upon Hull and Plymouth locations.  The Company also
maintains sales and service offices worldwide, all of which are leased.

The Company believes that its existing facilities, together with the building
addition under construction in Gunding, Germany, are adequate to meet its
currently projected needs for the next 12 months and that suitable additional
or alternative space would be available, if necessary, in the future on
commercially reasonable terms.  The Company expects to make additional
capital expenditures to support its diode laser and diode pumped, solid-state
laser development activities in Germany.

                                   - 22 -
<PAGE>

ITEM 3.     LEGAL PROCEEDINGS

There are no pending material legal proceedings to which the Company is a
party.

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

There were no matters submitted to a vote of the security holders during the
fourth quarter of fiscal 2000.



PART II


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

The Company's common stock is traded on the NASDAQ National Market under the
symbol RSTI.  The table below sets forth the high and low sales prices of the
Company's common stock for each quarter ended during the last two years as
reported by the National Association of Securities Dealers, Inc.:

                                                 Common Trade Prices
                                                ---------------------
        Quarter ended                              High        Low
        ---------------------                   ----------  ---------
        December 31, 1998                        $ 11 3/8    $ 7 1/16
        March 31, 1999                           $ 12 7/8    $ 6 1/2
        June 30, 1999                            $  9 1/8    $ 5 1/4
        September 30, 1999                       $  8        $ 6 1/8
        December 31, 1999                        $  8 1/2    $ 6
        March 31, 2000                           $ 17        $ 7 1/16
        June 30, 2000                            $ 14 3/4    $ 9
        September 30, 2000                       $ 16        $ 9 3/4


At December 18, 2000, the Company had approximately eleven holders of record
of its common stock and 11,542,700 shares outstanding.  The Company has not
paid dividends on its common stock and does not anticipate paying dividends
in the foreseeable future.













                                   - 23 -
<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA

The following table sets forth selected consolidated financial data for the
five fiscal years ended September 30, 2000.  The information sets forth below
should be read in conjunction with the consolidated financial statements and
notes thereto filed as part of this annual report.

                                           Year ended September 30,
                                --------------------------------------------
                                  2000     1999     1998     1997     1996
                                -------- -------- -------- -------- --------
                                    (in thousands, except share amounts)
STATEMENT OF INCOME DATA:
Net sales                       $171,187 $124,024 $117,583 $129,393  $115,903
Cost of goods sold               106,890   82,230   74,476   82,982    72,096
Gross profit                      64,297   41,794   43,107   46,411    43,807
SG&A expenses                     29,593   23,706   22,315   22,101    21,246
Amortization expense               1,701      341      341       --        --
R&D expenses                      12,953   11,808    9,960    9,727     9,335
Special charge                     2,812       --       --    1,350        --
Income from operations            17,238    5,939   10,491   13,233    13,226
Net interest expense (income)        637    ( 702) (   759)  (  854)    1,010
Income before income taxes        16,079    6,875   11,799   14,712    12,244
Net tax expense                    8,202    3,242    5,118    5,758     4,956
Net income                         7,877    3,633    6,681    8,954     7,288
Net income per common
  share - Basic                     0.68      0.32     0.58    0.78      0.84
Net income per common
  share - Diluted                   0.68      0.32     0.58    0.77      0.84
Shares used in computing net
  income per share - Basic        11,538    11,527   11,517  11,505     8,632
Shares used in computing net
  income per share - Diluted      11,622    11,527   11,615  11,606     8,639

OPERATING DATA (as percentage of sales):
Gross profit                        37.6%    33.7%    36.7%   35.9%     37.8%
SG&A expenses                       17.3%    19.4%    19.3%   17.1%     18.3%
R&D expenses                         7.6%     9.5%     8.5%    7.5%      8.1%
Income from operations              10.1%     4.8%     8.9%   10.2%     11.4%
Income before income taxes           9.4%     5.5%    10.0%   11.4%     10.6%


BALANCE SHEET DATA:
Working capital                 $  62,648 $ 73,734 $ 67,119 $55,007  $ 56,138
Total assets                      218,414  147,213  143,742 132,189   133,147
Line of credit and loans           74,921   27,271   22,703  18,569    24,780
Stockholders' equity               90,719   90,676   90,765  81,925    78,000








                                   - 24 -
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

OVERVIEW

Rofin-Sinar Technologies Inc. ("Rofin-Sinar", or the "Company") is a leader
in the design, development, engineering, manufacture and marketing of laser-
based products used for cutting, welding and marking a wide range of
materials.

During fiscal year 2000, approximately 56% of the Company's revenues were
from sales and servicing of laser products for cutting and welding
applications and approximately 44% were from sales and servicing of laser
products for marking and micro applications.

On May 10, 2000, the Company acquired 90.01% of the share capital of Carl
Baasel Lasertechnik GmbH (Baasel Lasertech) through its wholly owned
subsidiary Rofin-Sinar Laser GmbH, Hamburg, Germany for 44.3 million Euro in
cash. Additionally, RSTI refinanced 23.4 million Euro of the then outstanding
debt of Baasel Lasertech. RSTI has followed the purchase method in accounting
for the acquisition, and accordingly the accompanying results of operations
include the results of Baasel Lasertech for only the 20 week period
subsequent to the date of acquisition. In connection with the acquisition and
integration of Baasel Lasertech into the Company's operations, including the
consolidation of certain product lines, RSTI has recorded a special charge of
$2.8 million to write-off certain of its inventories, which will be
discontinued.

The Company's business strategy continues to include the expansion of its
products and services, which may be effected through acquisitions.  The
Company, from time to time, reviews various opportunities to acquire
businesses, technologies or products complementary to the Company's present
business.

RESULTS OF OPERATIONS

For the periods indicated, the following table sets forth the percentage of
net sales represented by the respective line items in the Company's
consolidated statements of operations.
                                             Fiscal Year Ended September 30,
                                             ------------------------------
                                               2000       1999       1998
                                             --------   --------   --------
Net sales                                      100%        100%      100%
Cost of goods sold                              62%         66%       63%
Gross profit                                    38%         34%       37%
Selling, general and administrative expenses    17%         19%       19%
Research and development expenses                8%         10%        9%
Special charge                                   2%          0%        0%
Income from operations                          10%          5%        9%
Income before income taxes                       9%          6%       10%
Net income                                       5%          3%        6%



                                   - 25 -
<PAGE>

FISCAL 2000 COMPARED TO FISCAL 1999

Net Sales - Net sales of $171.2 million represent an increase of $47.2
million and 38%, over the prior year. The increase resulted from an increase
in net sales of $35.9 million, or 39%, in Europe/Asia and an increase of
$11.2 million, or 36%, in the United States, as compared to the prior year.
The U.S. dollar strengthened against foreign currencies which had an
unfavorable effect on net sales of $13.3 million. Net sales of laser products
for cutting and welding applications increased by 8% to $95.2 million, over
the prior year. The Baasel Lasertech acquisition accounted for $4.1 million,
or 58% of the increase in net sales of laser products for cutting and
welding.  Net sales of lasers for marking and micro applications increased by
111% to $76.0 million compared to fiscal 1999. In fiscal 2000, $23.2 million,
or 58% of the increase in marking and micro revenue was due to the Baasel
Lasertech acquisition and $16.8 million, or 42% was mainly to the high demand
for laser markers in the semiconductor and electronics industry and higher
shipments to the Asian markets.

Gross Profit - The Company's gross profit of $64.3 million increased by $22.5
million and 54%, over the prior year. As a percentage of sales gross profit
increased from 34% to 38%.  The higher percentage margin in fiscal 2000 was
primarily a result of favorable product mix, with a shift to higher margin
marking lasers and lower warranty costs.  Gross profit was unfavorably
affected by $5.1 million in fiscal 2000 due to the strengthening of the U.S.
dollar.

Selling, General and Administrative Expenses - Selling, general and
administrative expenses increased $5.7 million or 24% to $29.6 million,
compared to fiscal 1999 primarily due to the Baasel Lasertech acquisition.
As a percentage of net sales selling, general and administrative expenses
decreased by 2% from 19% to 17%.

Research and Development - The Company spent net $13.0 million on research
and development, this represents an increase of 10% or $1.1 million over
fiscal 1999, mainly related to the Baasel Lasertech acquisition. Gross
research and development expenses for fiscal 2000 and 1999 were $14.4
million and $13.1 million, respectively, and were reduced by $1.4 million and
$1.3 million of government grants during the respective periods.

Special Charge - In connection with the acquisition of Baasel Lasertech, the
companies have consolidated certain product lines.  As a result, certain
inventories related to product lines, which will be discontinued, have been
written off.  Therefore, the Company expensed $2.8 million, or 2% of net
sales, in fiscal year 2000.

Income Tax Expense - Income tax expense of $8.2 million in fiscal 2000 and
$3.2 million in fiscal 1999 represent effective tax rates of 51.0% and 47.2%,
respectively. The increase in effective tax rate was due primarily to higher
amounts of nondeductible goodwill and a higher portion of current year profit
generated in tax jurisdictions, such as Germany, with higher statutory tax
rates.



                                   - 26 -
<PAGE>

Net Income - As a result of the foregoing factors, the Company's net income
of $7.9 million ($0.68 per diluted share) in fiscal 2000 increased by $4.3
million over the prior year's net income of $3.6 million ($0.32 per diluted
share).  The effect of currency translation was to decrease net income by
$0.8 million, or 9%, of fiscal 2000 net income.

FISCAL 1999 COMPARED TO FISCAL 1998

Net Sales - Net sales of $124.0 million for fiscal 1999 increased by $6.4
million, or 5%, over the prior year.  Net sales of cutting and welding laser
products increased $9.6 million, or 12%, but were partially offset by a
decrease of $3.1 million, or 8%, in marking and microwelding products.  The
increase in cutting and welding was due to improved demand in Europe for CO2
Slab lasers to the machine tool market and for high-power CO2 welding lasers
in the automotive industry. The decrease in marking and microwelding was due
primarily to lower shipments in the semiconductor/electronics industry in
Asia. On a geographic basis, net sales increased $11.2 million, or 14%, in
Europe/Asia and decreased $4.8 million, or 13%, in North America.  The effect
of currency translation was to increase net sales by $0.5 million, or 0.4%,
of fiscal 1999 net sales.

Gross Profit - Gross profit of $41.8 million in fiscal 1999 decreased by $1.3
million, or 3%, over the prior year.  As a percentage of net sales, gross
profit decreased from 37% in fiscal 1998 to 34% in fiscal 1999.  The lower
margin percentage was primarily caused by a lower relative portion of revenue
derived from sales of marking lasers, which have higher margins. Gross profit
was also negatively impacted by higher production and warranty costs on the
Slab laser due to supplier-related quality issues. The effect of currency
translation was to increase gross profit by $0.3 million, or 1%, of fiscal
1999 gross profit.

Selling, General and Administrative Expenses - Selling, general and
administrative expenses of $24.0 million for fiscal 1999 represent an
increase of $1.3 million over the prior year due to the first full year of RS
UK SG&A costs and the addition of a sales office in Taiwan.  As a percentage
of net sales, selling, general and administrative expenses remained level at
19% of revenue in both 1998 and 1999.

Research and Development Expenses - Research and development expenses of
$11.8 million increased $1.8 million, or 4%, over fiscal 1998. As a
percentage of sales, research and development expenses rose from 9% to 10%.
Research and development expenses are incurred primarily in European
currencies and are net of government grants. Gross research and development
expenses for fiscal 1999 and 1998 were $13.1 million and $11.1 million,
respectively, and were reduced by $1.3 million and $1.1 million of government
grants during the respective periods. The increase in gross spending in
fiscal 1999 was primarily due to development of high powered, diode pumped,
solid-state lasers in Germany and low-power CO2 Slab lasers at Rofin-Sinar UK.
Current year research and development spending includes a $2.7 million outlay
towards the Company's diode pumped, solid-state laser program.




                                   - 27 -
<PAGE>

Income Tax Expense - Income tax expense of $3.2 million in fiscal 1999 and
$5.1 million in fiscal 1998 represent effective tax rates of 47.2% and 43.4%,
respectively. The increase in effective tax rate was due primarily to a
higher portion of current year profit generated in tax jurisdictions, such as
Germany, with higher statutory tax rates, and lower utilization of net
operating loss carryforwards in Japan due to the Japanese market weakness.

Net Income - As a result of the foregoing factors, the Company's net income
of $3.6 million ($0.32 per diluted share) in fiscal 1999 decreased by $3.1
million over the prior year's net income of $6.7 million ($0.58 per diluted
share).  The effect of currency translation was to increase net income by
$0.2 million, or 6%, of fiscal 1999 net income.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of liquidity at September 30, 2000 were cash
and cash equivalents of $29.0 million, an annually renewable $25.0 million
line of credit with Deutsche Bank AG and several other lines of credit to
support foreign subsidiaries in their local currencies in an aggregate amount
of $20.9 million (translated at the applicable exchange rate at September 30,
2000).  As of September 30, 2000, $13.5 million was borrowed against the
Deutsche Bank facility and $9.8 million from other lines of credit.
Therefore, $22.6 million is unused and available under our lines of credit.

The Company funded the acquisition and the refinancing of the existing debt
of Baasel Lasertech by utilizing its own cash and by borrowing $51.7 million
on new credit facilities.  On December 15, 2000, the Company refinanced the
$51.7 million with both short and long-term borrowings (see Note 6).

Cash and cash equivalents decreased by $7.8 million during fiscal 2000.
Approximately $6.1 million in cash and cash equivalents were provided by
operating activities, primarily as the result of the increase in net income
but offset by an increase in inventory and accounts receivable.

Uses of cash from investing activities totaled $41.8 million for the twelve
months ended September 30, 2000 and was due primarily to the acquisition of
Baasel Lasertech ($38.0 million) and various additions to property and
equipment ($3.9 million)related to the business expansion.

Net cash provided by financing activities totaled $29.0 million, which was
related to current period bank borrowings of $51.7 million, for the
acquisition of Baasel Lasertech, and repayments of $22.4 million.

Management believes that the Company's cash flow from operations, along with
existing cash and cash equivalents and availability under its credit
facilities, will provide adequate resources to meet its capital requirements
and operational needs at least through 2001.







                                   - 28 -
<PAGE>

Currency Exchange Rate Fluctuations

Although the Company reports its Consolidated Financial Statements in U.S.
dollars, approximately 70% of its sales are denominated in other currencies,
primarily German marks, as well as French francs, Italian lire, British
pounds, Singapore dollars, Dutch guilders and Japanese yen.  Net sales and
costs and related assets and liabilities are generally denominated in the
functional currencies of the operations, thereby serving to reduce the
Company's exposure to exchange gains and losses.

Exchange differences upon translation from each operation's functional
currency to United States dollars are accumulated as a separate component of
equity.  The currency translation adjustment component of shareholders'
equity had the effect of decreasing total equity by $12.6 million at
September 30, 2000 as compared to $4.7 million at September 30, 1999.  This
change arose primarily from the strengthening of the U.S. dollar against the
Euro and the other functional currencies of the Company's operations during
fiscal 2000, and reflect the fact that a high portion of the Company's
capital is invested in its German operations, whose functional currency is
the German mark.

The fluctuation of the German mark and the other relevant functional
currencies against the U.S. dollar has had the effect of increasing or
decreasing (as applicable) reported net sales, as well as cost of goods sold
and gross margin and selling, general and administrative expenses,
denominated in such foreign currencies when translated into U.S. dollars as
compared to prior periods.

The following table illustrates the effect of the changes in exchange rates
on the Company's fiscal 2000, 1999 and 1998 net sales, gross profit and
income from operations.

                     ----------------- ----------------- -----------------
                        Fiscal 2000       Fiscal 1999       Fiscal 1998
                     ----------------- ----------------- -----------------
                              At 1999           At 1998           At 1997
                              Exchange          	Exchange          Exchange
                      Actual   Rates    Actual   Rates    Actual   Rates
                     -------- 	-------- -------- -------- -------- --------
                                         (in millions)

Net sales             $171.2  $ 184.5  $ 124.0  $ 123.5  $ 117.6  $ 123.3
Gross profit            64.3     69.4     41.8     41.5     43.1     45.3
Income from operations  17.2     19.5      5.9      5.7     10.5     11.2










                                   - 29 -
<PAGE>

Between fiscal 1999 and 2000, the Euro weakened against the U.S. dollar by
approximately 14.4%.  The impact of this weakening was to decrease net sales,
gross profit and income from operations by $13.3, $5.1 and $2.3 million,
respectively. Between fiscal 1998 and 1999, the German mark yearly average
did not change against the U.S. dollar. However, the Japanese yen, during the
same period, strengthened against the U.S. dollar by approximately 11%. The
impact of this strengthening of the Japanese yen was to increase net sales,
gross profit and income from operations by $0.5, $0.3 and $0.2 million,
respectively.  Between fiscal 1997 and 1998, the German mark weakened against
the U.S. dollar by approximately 6.7%.  The impact of this weakening was to
decrease net sales, gross profit and income from operations by $5.7, $2.2 and
$0.7 million, respectively.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
133 "Accounting for Derivative Instruments and Hedging Activities", which
establishes accounting and reporting standards for derivative instruments and
hedging activities.  It requires that an entity recognize all derivatives as
either assets or liabilities in the balance sheet, and measure those
instruments at fair value.  In June 1999, the FASB issued SFAS 137
"Accounting for Derivative Instruments and Hedging Activities - Deferral of
the Effective Date of FASB Statement 133" and in June 2000, the FASB issued
SFAS No. 138, "Accounting for Certain Derivative Instruments - an Amendment
of FASB Statement No. 133".  As a result of SFAS 137, SFAS 133 and SFAS 138
will be effective for all fiscal quarters of all fiscal years beginning after
June 15, 2000. The Company adopted this standard as of October 1, 2000, with
no material impact on its financial position and results of operations.

In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial
Statements", which provides guidance on the recognition, presentation and
disclosure of revenue in financial statements filed with the SEC.  SAB 101
outlines the basic criteria that must be met to recognize revenue and
provides guidance for disclosures related to revenue recognition policies.
The Company is required to adopt SAB 101 in the fourth quarter of fiscal
2001.  The Company is in the process of evaluating SAB 101 but believes that
the implementation of SAB 101 will not have a material effect on the
financial position or results of operations of the Company.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discussion about the Company's market risk disclosures involves
forward looking statements.  Actual results could differ materially from
those projected in the forward looking statements.  The Company is exposed to
market risk related to changes in interest rates and foreign currency
exchange rates.  The Company does not use derivative financial instruments
for speculative or trading purposes.






                                   - 30 -
<PAGE>

Interest Rate Sensitivity

As of September 30, 2000, the Company maintained a cash equivalents portfolio
of $15.4 million, consisting mainly of taxable interest bearing securities
and demand deposits all with maturities of less than three months. If short-
term interest rates were to increase or decrease by 10% interest income would
increase or decrease by $0.2 million, accordingly.

At September 30, 2000, the Company had $68.9 million of annually adjusted
interest rate debt and $6.1 million of fixed rate debt (of which $5.4 million
is due in 2001, $0.5 million is due in 2003 and $0.2 million in 2009).  A 10%
change in the average cost of the Company's debt would result in an increase
or decrease in pre-tax interest expense of less than $0.8 million.

Foreign Currency Exchange Risk

The Company enters into foreign currency forward contracts and forward
exchange options generally of less than six months duration to hedge a
portion of its foreign currency risk on sales transactions.  At September 30,
2000, the Company held Japanese yen forward contracts with notional amounts
of 1.7 million German marks and $0.3 million U.S. dollars.  Additionally, the
Company held German mark forward exchange options with a notional amount of
$0.9 million.  The gains or losses resulting from a 10% change in currency
exchange rates would not be material.


ITEM 8.  CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Item 14(a) for an index to the consolidated financial statements.  No
supplementary financial information is required to be presented pursuant to
Item 302(a) of Regulation S-K.


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

None

















                                   - 31 -
<PAGE>

                                PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this Item is included in the "Election of
Directors",  "Directors and Executive Officers" and "Section 16(a) Beneficial
Ownership Reporting Compliance" sections of the Company's Proxy Statement to
be filed in connection with the Company's 2001 Annual Meeting of Stockholders
to be held in March 2001, and is incorporated by reference herein.

ITEM 11.  EXECUTIVE COMPENSATION

The information required by this Item is included in the "Executive
Compensation and Related Information" section of the Company's Proxy
Statement to be filed in connection with the Company's 2001 Annual Meeting of
Stockholders to be held in March 2001, and is incorporated by reference
herein.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item is included in the "Security Ownership
of Certain Beneficial Owners" and "Management" sections of the Company's
Proxy Statement to be filed in connection with the Company's 2001 Annual
Meeting of Stockholders to be held in March 2001, and is incorporated by
reference herein.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item is included in the "Compensation
Committee",  "Interlocks and Insider Participation" and "Certain
Transactions" sections of the Company's Proxy Statement to be filed in
connection with the Company's 2001 Annual Meeting of Stockholders to be held
in March 2001, and is incorporated by reference herein.



















                                   - 32 -
<PAGE>

                                  PART IV

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

a.    1. Consolidated Financial Statements

         The following financial statements are filed as part of this
         annual report.

         Independent Auditors' Report                                   F-1

         Consolidated Balance Sheets as of September 30, 2000 and 1999  F-2

         Consolidated Statements of Operations for the years ended
         September 30, 2000, 1999, and 1998                             F-3

         Consolidated Statements of Stockholders' Equity and
         Comprehensive Income for the years ended
         September 30, 2000, 1999, and 1998                             F-4

         Consolidated Statements of Cash Flows for the years ended
         September 30, 2000, 1999, and 1998                             F-5

         Notes to Consolidated Financial Statements                     F-6

      2. Financial Statement Schedules

         Independent Auditors' Report                                   F-24

         Schedule II - Valuation and Qualifying Accounts                F-25

         Schedules not listed above have been omitted because the matter or
         conditions are not present or the information required to be set
         forth therein is included in the Consolidated Financial Statements
         hereto.

      3. Exhibits

         The exhibits listed in the accompanying index to exhibits are filed
         or incorporated by reference as part of this annual report.

b. Reports on Form 8-K

      During the third quarter ended June 31, 2000, the Company filed a
      Current Report on Form 8-K with the SEC dated May 25, 2000.

      The Company amended this filing by filing a Form 8-K/A with the SEC on
      May 26, 2000 and July 24, 2000.





                                   - 33 -
<PAGE>
EXHIBIT
NUMBER     DESCRIPTION
-------  -------------------------------------------------------------------
c.    Exhibits

      The exhibits listed in the accompanying index to exhibits are filed
      or incorporated by reference as part of this annual report.

3.1      Certificate of Incorporation of the Company and Form of Certificate
         of Amendment thereto  (*)

3.2      By-Laws of the Company  (**)

4.1      Form of Rights Agreement  (*)

10.1     Form of Sale and Transfer Agreement between Siemens
         Aktiengesellschaft and Rofin-Sinar Technologies Inc.  (*)

10.2     Form of Sale and Transfer Agreement by and among Siemens Power
         Corporation and Rofin-Sinar Technologies Inc.  (*)

10.3     Form of Tax Allocation and Indemnification Agreement among Rofin-
         Sinar Technologies Inc., Rofin-Sinar Inc., Siemens Corporation and
         Siemens Power Corporation  (*)

10.4     Joint Venture Agreement, dated as of May 27, 1992, by and among
         Rofin-Sinar Laser GmbH, Marubeni Corporation and Nippei Toyama
         Corporation  (*)

10.5     Cooperation Agreement, dated as of May 27, 1992, among Nippei Toyama
         Corporation, Rofin-Sinar Laser GmbH and Marubeni Corporation  (*)

10.6     Cooperation Agreement, dated as of May 27, 1992, among Rofin-Sinar
         Laser GmbH, Marubeni Corporation and Nippei Toyama Corporation  (*)

10.7     Inheritable Building Right (Erbbaurecht), dated as of March 1, 1990,
         between Rofin-Sinar Laser GmbH and Lohss GmbH (in German, English
         summary provided)  (*)

10.8     Lease Agreement, dated August 10, 1990, between Josef and Maria
         Kranz and Rofin-Sinar Laser GmbH (in German, English summary
         provided)  (*)

10.9     Lease Agreement, dated June 14, 1989, between DR Group and Rofin-
         Sinar Incorporated (Mast Street property)  (*)

10.10    Lease Agreement, dated March 25, 1993 between DR Group and Rofin-
         Sinar Incorporated (Plymouth Oaks Drive property)  (*)

10.11    Rofin-Sinar Laser GmbH Pension Plan (in German, English summary
         provided)  (*)

10.12    Form of 1996 Equity Incentive Plan  (*)


                                   - 34 -
<PAGE>
10.13    Form of 1996 Non-Employee Directors' Stock Plan  (*)

10.14    Deutsche Bank AG Commitment Letter dated August 22, 1996  (*)

10.15    Form of Employment Agreement, dated as of September 2, 1996, among
         Peter Wirth, Rofin-Sinar Laser GmbH and Rofin-Sinar Technologies
         Inc. (in German, English summary provided)  (*)

10.16    Form of Employment Agreement, dated as of September 2, 1996, among
         Hinrich Martinen, Rofin-Sinar Laser GmbH and Rofin-Sinar
         Technologies Inc. (in German, English summary provided)  (*)

10.17    Form of Employment Agreement, dated as of September 2, 1996, among
         Gunther Braun, Rofin-Sinar Laser GmbH and Rofin-Sinar Technologies
         Inc. (in German, English summary provided)  (*)

10.18    English Translation of Acquisition Agreement, dated as of April 29,
         2000, by and between Mannessmann Demag Krauss-Maffei AG and Rofin-
         Sinar Laser GmbH   (***)

10.19    English Translation of Option Agreement between Carl Baasel and
         Rofin-Sinar Laser GmbH

10.20    English Translation of Lease  Agreement between Carl Baasel Leasing
         KG and Rofin-Sinar Laser GmbH "as successor in interest of Carl Baasel
         Lasertechnik GmbH"

11.1     Statement of earnings per share

21.1     List of Subsidiaries of the Registrant

27.1     Financial Data Schedule for fiscal year ended September 30, 2000



----------------------------------------------------------------------------
(*)      Incorporated by reference to the exhibits filed with the Company's
         Registration Statement on Form S-1 (File No. 333-09539) which was
         declared effective on September 25, 1996.

(**)     Incorporated by reference to the exhibit filed with the Company's
         Quarterly Report for the period ended March 31, 1998.

(***)    Incorporated by reference to the exhibit filed with the Company's
         Current Report on Form 8k/A filed with the Securities and Exchange
         Commission on May 25, 2000.









                                   - 35 -
<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.


Date:   December 22, 2000            ROFIN-SINAR TECHNOLOGIES INC.

                                     By:        /s/  Peter Wirth
                                         -------------------------------
                                                     Peter Wirth

                                         Chairman of the Board, Chief
                                         Executive Officer and President


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

      SIGNATURE                      TITLE                     DATE
---------------------    -----------------------------    -----------------

/s/  Peter Wirth         Chairman of the Board of         December 22, 2000
---------------------    Directors, Chief Executive
     Peter Wirth         Officer and President

/s/  Hinrich Martinen    Executive Vice President,        December 22, 2000
---------------------    Research and Development/
     Hinrich Martinen    Operations, Chief Technical
                         Officer and Director

/s/  Gunther Braun       Executive Vice President,        December 22, 2000
---------------------    Finance and Administration,
     Gunther Braun       Chief Financial Officer,
                         Principal Accounting Officer
                         and Director

/s/  William Hoover      Director                         December 22, 2000
---------------------
     William Hoover

/s/  Ralph Reins         Director                         December 22, 2000
---------------------
     Ralph Reins

/s/  Gary Willis         Director                         December 22, 2000
---------------------
     Gary Willis

/s/  Carl F. Baasel      Director                         December 22, 2000
---------------------
     Carl F. Baasel

                                   - 36 -
<PAGE>
INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholders
Rofin-Sinar Technologies Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Rofin-Sinar
Technologies Inc. and subsidiaries as of September 30, 2000 and 1999, and the
related consolidated statements of operations, stockholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended September 30, 2000.  These consolidated financial statements are
the responsibility of the Company's management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Rofin-
Sinar Technologies Inc. and subsidiaries as of September 30, 2000 and 1999,
and the results of their operations and their cash flows for each of the
years in the three-year period ended September 30, 2000, in conformity with
accounting principles generally accepted in the United States of America.


KPMG LLP
Detroit, Michigan
November 3, 2000, except for Note 6,
which is dated December 15, 2000

















                                   F-1
<PAGE>


              ROFIN-SINAR TECHNOLOGIES INC. AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS
                          (dollars in thousands)


                                                           September 30,
                                                     -----------------------
                                                         2000         1999
                                                     ----------   ----------
ASSETS
Current Assets:
    Cash and cash equivalents                        $  28,973    $  36,805

    Accounts receivable, trade                          53,259       37,296
    Less allowance for doubtful accounts              (  1,957)    (  1,207)
                                                     ----------   ----------
        Trade accounts receivable, net                  51,302       36,089

    Accounts receivable, related party                       8           35
    Other accounts receivable                            2,021          866
    Inventories (note 2)                                56,584       40,314
    Prepaid expenses                                       577          299
    Deferred income tax assets - current (note 9)        5,673        3,714
                                                     ----------   ----------
         Total current assets                          145,138      118,122

Property and equipment, at cost (note 3)                38,991       40,484
    Less accumulated depreciation                      (18,411)    ( 18,572)
                                                     ----------   ----------
         Property and equipment, net                    20,580       21,912

Deferred income tax assets - noncurrent (note 9)         1,769        2,341
Goodwill, net (note 4)                                  50,343        4,373
Other assets                                               584          465
                                                     ----------   ----------
         Total assets                                $ 218,414    $ 147,213
                                                     ==========   ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Line of credit (notes 6 and 7)                   $  34,749    $  19,984
    Accounts payable, trade (note 12)                   16,297        6,917
    Income taxes payable (note 9)                        4,580        1,058
    Accrued liabilities (notes 5 and 12)                26,864       16,429
                                                     ----------   ----------
        Total current liabilities                       82,490       44,388

Long-term debt (notes 6 and 7)                          40,172        7,287
Pension obligations (note 10)                            4,180        4,279
Minority interests                                         844          513
Other long-term liabilities                                  9           70
                                                      ---------    ---------
        Total liabilities                              127,695       56,537


<PAGE>


Commitments and contingencies (note 8)
Stockholders' equity:
    Preferred stock, 5,000,000 shares authorized,
        none issued or outstanding                          --           --
    Common stock, $0.01 par value, 50,000,000 shares
        authorized, 11,538,200 (11,527,400 at
        September 30, 1999) shares issued
        and outstanding                                     115         115
    Additional paid-in capital                           76,049      75,956
    Retained earnings                                    27,145      19,268
    Accumulated other comprehensive income            (  12,590)   (  4,663)
                                                      ----------  ----------
        Total stockholders' equity                       90,719      90,676
                                                      ----------  ----------
        Total liabilities and stockholders' equity    $ 218,414   $ 147,213
                                                      ==========  ==========

See accompanying notes to consolidated financial statements



































                                   F-2
<PAGE>
              ROFIN-SINAR TECHNOLOGIES INC. AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF OPERATIONS
               YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998
             (dollars in thousands, except per share amounts)

                                                  Years ended September 30,
                                              -------------------------------
                                                 2000       1999      1998
                                              ---------- ---------- ---------
Net sales                                     $ 171,187  $ 124,024  $117,583
Cost of goods sold                              106,890     82,230    74,476
                                              ---------- ---------- ---------
     Gross profit                                64,297     41,794    43,107
                                              ---------- ---------- ---------

Selling, general, and administrative expenses    29,593     23,706    22,315
Research and development expenses                12,953     11,808     9,960
Goodwill amortization                             1,701        341       341
Special charge (note 1)                           2,812         --        --
                                              ---------- ---------- ---------
     Income from operations                      17,238      5,939    10,491

Other expense (income):
     Interest, net (note 12)                        637    (   702)  (   759)
     Minority interest                              757         78       111
     Miscellaneous                             (    235)   (   312)  (   660)
                                              ---------- ---------- ---------
         Total other expense (income), net        1,159    (   936)  ( 1,308)
                                              ---------- ---------- ---------
         Income before income taxes              16,079      6,875    11,799

Income tax expense (note 9)                       8,202      3,242     5,118
                                              ----------  --------- ---------
         Net income                           $   7,877   $  3,633  $  6,681
                                              ==========  ========= =========

Net income per share (note 11):
Basic                                         $    0.68   $   0.32  $   0.58

Diluted                                       $    0.68   $   0.32  $   0.58
                                              ==========  ========= =========

Weighted average shares used in computing
     net income per share (note 11):

Basic                                        11,538,200 11,527,400 11,516,631

Diluted                                      11,621,889 11,527,400 11,614,692
                                             ========== ========== ==========


See accompanying notes to consolidated financial statements



                                   F-3
<PAGE>
               ROFIN-SINAR TECHNOLOGIES INC. AND SUBSIDIARIES
   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
              Years ended September 30, 1998, 1999, and 2000
                         (dollars in thousands)
<TABLE>

Accumulated
                                              Common     Additional
Other          Total
                                               Stock       Paid-in
Retained    Comprehensive Stockholders'
                                             Par Value     Capital
Earnings     Income(loss)    Equity
                                           ------------  ------------  ---------
---  ------------  ------------
<S>                                        <C>           <C>           <C>
<C>           <C>
BALANCES at September 30, 1997                   $ 115     $ 75,666        $
8,954    $ ( 2,810)      $ 81,925
  Comprehensive income:
  Foreign currency translation adjustment           --           --
--        1,964          1,964
  Net income                                        --           --
6,681           --          6,681

------------
Total comprehensive income
8,645

Common stock issued                                 --          195
--	           --            195
                                          	 ------------  ------------  ---------
---  -----------   ------------
BALANCES at September 30, 1998              $      115   $   75,861     $
15,635    $  (  846)     $  90,765
  Comprehensive income:
  Foreign currency translation adjustment           --           --
--      ( 3,817)       ( 3,817)
  Net income                                        --           --
3,633           --          3,633

------------
Total comprehensive income (loss)
( 184)

Common stock issued                                 --           95
--           --             95
                                          	 ------------  ------------  ---------
---  ------------  ------------
BALANCES at September 30, 1999               $     115   $   75,956     $
19,268    $  ( 4,663)    $  90,676
  Comprehensive income:
  Foreign currency translation adjustment           --           --
--       ( 7,927)     (  7,927)
  Net income                                        --           --
7,877            --         7,877

------------
Total comprehensive income (loss)
(50)

Common stock issued                                 --           93
--            --            93
                                          	 ------------  ------------  ---------
---  ------------  ------------
BALANCES at September 30, 2000               $     115   $   76,049    $
27,145    $ ( 12,590)    $  90,719
                                           ============  ============
============  ============  ============
</TABLE>
See accompanying notes to consolidated financial statements
                                                      F-4
<PAGE>
             ROFIN-SINAR TECHNOLOGIES INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
              YEARS ENDED SEPTEMBER 30, 2000, 1999 AND 1998
                        (dollars in thousands)


                                                    Years ended September 30,
                                                   --------------------------
                                                     2000     1999     1998
                                                   -------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                       $ 7,877  $ 3,633    6,681
  Adjustments to reconcile net income
   to net cash provided by (used in)
    operating activities:
    Depreciation and amortization                    4,883     3,085   2,512
    Issuance of restricted stock                        33        42      63
    Provision for doubtful accounts                    672       182     148
    Loss on disposal of property and equipment         115        21       2
    Deferred income taxes                            ( 864)     ( 65)    831
    Increase in minority interest                      757       208     400
    Change in operating assets and liabilities:
       Trade accounts receivable                   (14,256)  ( 3,876)( 5,846)
       Other accounts receivable                      (375)      696  (1,040)
       Inventories                                 ( 5,650)  ( 3,897) (8,339)
       Prepaid expenses and other                  (    56)  (    46)    242
       Accounts payable, trade                       5,102       614   1,352
       Income taxes payable                          3,769   ( 1,942)( 2,902)
       Accrued liabilities and pension obligations   4,076     2,107      53
                                                   -------- -------- --------
Net cash provided by (used in) operating activities  6,083       162 ( 5,843)
                                                   -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property and equipment              ( 3,923)  ( 2,313)( 3,525)
  Proceeds from the sale of property and equipment     186        66      37
  Acquisition of business, net of cash acquired    (38,041)       --      --
  Investment in subsidiaries                            --     ( 165)     --
  Goodwill                                              --        --     376
                                                   -------- -------- --------
  Net cash used in investing activities            (41,778)  ( 2,412)( 3,112)
                                                   -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowings from bank                              51,683    23,552   4,003
  Repayments to bank                               (18,899)  (19,182)     --
  Repayments to related party                      ( 3,461)       --    (942)
  Payment to subsidiary's minority shareholders       (419)       --      --
  Other                                                 89        52     132
                                                   -------- -------- --------
  Net cash provided by financing activities         28,993     4,422   3,193
                                                   -------- -------- --------
Effect of foreign currency translation on cash     ( 1,130)  (   241)(   107)
                                                   -------- -------- --------




<PAGE>
Net increase (decrease)
  in cash and cash equivalents                      (7,832)   1,931  ( 5,869)
Cash and cash equivalents at beginning of year      36,805   34,874   40,743
                                                  -------- -------- --------
Cash and cash equivalents at end of year          $ 28,973 $ 36,805 $ 34,874
                                                  ======== ======== ========

Cash paid during the year for interest            $  2,217 $    756 $    777
                                                  ======== ======== ========
Cash paid during the year for income taxes        $  4,954 $  5,534 $  6,921
                                                  ======== ======== ========


See accompanying notes to consolidated financial statements





















                                   F-5
<PAGE>



               ROFIN-SINAR TECHNOLOGIES INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    September 30, 1998, 1999, and 2000
                         (dollars in thousands)

1.  SUMMARY OF ACCOUNTING POLICIES

(a) Description of the Company and Business

The primary business of Rofin-Sinar is to develop, manufacture and market
industrial lasers and supplies used for material processing applications.
The majority of the Company's customers are in the machine tool, automotive,
semiconductor/electronics industries and are located in the United States,
Europe, and Asia.  For the year ended September 30, 2000, Rofin-Sinar
generated approximately 72% of its revenues from the sale of new lasers and
laser systems and approximately 28% from aftermarket support for the
Company's existing laser products.

The accompanying financial statements present the historical financial
information of Rofin-Sinar Technologies Inc. ("Rofin-Sinar" or "the Company")
and its wholly owned subsidiaries.  Rofin-Sinar consists of Rofin-Sinar, Inc.
("RSI") and Rofin-Sinar Technologies Europe S.L. ("RSTE"). RSTE, a European
holding company formed in 1999 owns 100% of Rofin-Sinar Laser GmbH ("RSL"),
80% of Dilas Diodenlaser GmbH ("Dilas") and 73.88% of Rofin-Sinar UK Ltd.
("RS UK"). RSL includes the consolidated accounts of its 99.97% owned
subsidiary, Rofin-Sinar France S.A.; its 94.19% owned subsidiary Rasant-
Alcotec Beschichtungstechnik GmbH; its 90.65% owned subsidiary Rofin-Sinar
Italiana S.r.l.; its 51% owned subsidiary Rofin-Marubeni Laser Corporation (a
Japanese corporation); and its 90.01% owned subsidiary Carl Baasel
Lasertechnik GmbH ("CBL"). CBL includes the consolidated accounts of its 99%
owned subsidiary Rofin-Baasel Espana S.A.; its 90% owned Baasel Lasertech
France S.A.R.L.; and its wholly owned subsidiaries Baasel Lasertech Italia
S.r.l.; Baasel Lasertech U.K. Ltd.; Rofin-Baasel Benelux B.V.; Rofin-Baasel
Singapore Pte Ltd; Rofin-Baasel Inc; Wegmann-Baasel Laser und elektrooptische
Gerate GmbH and PMB Elektronik GmbH. All significant intercompany balances
and transactions have been eliminated in consolidation.

(b) Acquisitions

On May 10, 2000, the Company acquired 90.01% of the share capital of Carl
Baasel Lasertechnik GmbH (Baasel Lasertech) through its wholly owned
subsidiary Rofin-Sinar Laser GmbH, Hamburg, Germany for 44.3 million Euro in
cash.  Additionally, RSTI refinanced 23.4 million Euro of the then
outstanding debt of Baasel Lasertech.  RSTI has followed the purchase method
in accounting for the acquisition, and accordingly the accompanying results
of operations include the results of Baasel Lasertech for the period
subsequent to the date of acquisition.  The fair value of tangible assets
acquired and liabilities assumed approximated $34.5 million and $39.1
million, respectively.  Goodwill and other intangibles, resulting from the
acquisition, were $46.5 million and are being amortized over a period
aggregating approximately 15 years.  In connection with the acquisition and
integration of Baasel Lasertech into the Company's operations, including the
consolidation of certain product lines, RSTI has recorded a special charge of
$2.8 million to write-off certain of its inventories, which will be
discontinued.
                                   F-6
<PAGE>
In addition to the 90.01% of share capital owned by the Company, the Company
and the minority shareholder are parties to a put/call option agreement for
the remaining 9.99% of share capital held by the minority shareholder for a
fixed price of 12.3 million German marks.  Accordingly the accompanying
financial statements present Baasel Lasertech as if it was 100% owned.

Pro-forma financial information as if the Baasel Lasertech acquisition
occurred at the beginning of the respective fiscal years, is as follows:

                                                  2000        1999
                                               ----------  ----------
  Pro-forma sales                              $ 208,563   $ 192,401
  Pro-forma net income                         $   1,468   $(     30)
  Pro-forma earnings per share - BASIC           $  0.13     $  0.00
  Pro-forma earnings per share - DILUTED         $  0.13     $  0.00

In July 1999, RSL acquired 94.19% of the common stock of Rasant-Alcotec
Beschichtungstechnik GmbH, a German limited liability company based in
Overath, Germany for $165. The primary business of Rasant involves the use of
advanced techniques in the coating of metals. RSL uses this technology to
coat the electrodes used in the CO2 Slab laser. The net assets and annual
revenues of Rasant are not material.

In January 1998, Rofin-Sinar formed a 74% owned company, Rofin-Sinar UK Ltd.,
based in Kingston upon Hull, England, and acquired certain business assets
from Palomar Technologies Ltd. UK to design and manufacture low-power CO2
lasers for cutting and marking applications to be sold mainly to the machine
tool and packaging industries.

(c) Cash Equivalents

Cash equivalents consist of liquid instruments with an original maturity of
three months or less as well as taxable and tax-exempt variable rate demand
obligations, which are redeemable upon a five day minimum notice.  Interest
income was $2,354, $1,697, and $1,579 for the years ended September 30, 2000,
1999, and 1998, respectively, and was offset by interest expense in the
accompanying consolidated statements of operations.

(d) Inventories

Inventories are stated at the lower of cost or market, after provisions for
excess and obsolete inventory salable at prices below cost.  Costs are
determined using the first in, first out and weighted average cost methods.












                                   F-7
<PAGE>
(e) Property and Equipment

Property and equipment are recorded at cost and depreciated over their
estimated useful lives, except for leasehold improvements, which are
amortized over the lesser of their estimated useful lives or the term of the
lease.  The methods of depreciation are straight line for financial reporting
purposes and accelerated for income tax purposes.  Depreciable lives for
financial reporting purposes are as follows:

                                                     Useful
                                                     Lives
                                                   ----------
                 Buildings                           40 Years
                 Machinery and equipment           3-10 Years
                 Furniture and fixtures            3-10 Years
                 Computers and software             3-4 Years
                 Leasehold improvements            3-15 Years

(f) Goodwill

Goodwill, which represents the excess of purchase price over the fair value
of the net assets acquired, in a purchase business combination, is amortized
on a straight-line basis over 15 years. The amount of goodwill impairment, if
any, is measured based on projected discounted future operating cash flow
using a discount rate reflecting the Company's average cost of funds. The
Company believes that no impairment exists at September 30, 2000.

(g) Revenue Recognition

Product revenues are recorded at the time of delivery or factory acceptance
by the customer.  Spare parts sales are recorded at the time of shipment and
service revenues are recognized when performed.  Maintenance service
contracts are billed in advance as deferred revenue and are recognized as the
service is performed.

(h) Income Taxes

Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss tax carryforwards.  Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.  The effect on deferred taxes of a change in tax rates
is recognized in income in the period that includes the enactment date. In
assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized.






                                   F-8
<PAGE>

(i) Accounting for Warranties

The Company issues a standard warranty of one year for parts and labor on
lasers that are sold.  Additionally, extended warranties are negotiated on a
contract-by-contract basis.  The Company provides for estimated warranty
costs as products are shipped.

(j) Foreign Currency Translation

In accordance with Statement of Financial Accounting Standards ("SFAS") No.
52, "Foreign Currency Translation", the assets and liabilities of the
Company's operations outside the United States are translated into U.S.
dollars at exchange rates in effect on the balance sheet date, and revenues
and expenses are translated using a weighted average exchange rate during the
period.  Gains or losses resulting from translating foreign currency
financial statements are recorded as a separate component of stockholders'
equity.  Gains or losses resulting from foreign currency transactions are
included in net income.

(k) Net Earnings per Share (EPS)

Basic EPS is computed by dividing net income by the weighted average number
of common shares outstanding during the period.  Diluted EPS reflects the
potential dilution from common stock equivalents (stock options).

(l) Comprehensive Income

Comprehensive income consists of net income and foreign currency translation
adjustments and is presented in the consolidated statements of stockholders'
equity and comprehensive income.

(m) Research and Development Expenses

Research and development costs are expensed when incurred and are net of
German government grants of $1,377, $1,293, and $1,145 received for the years
ended September 30, 2000, 1999, and 1998, respectively.  The Company has no
future obligations under such grants.

(n) Financial Instruments

The fair value of financial instruments, consisting principally of cash,
accounts receivable, accounts payable, and bank loans, approximate carrying
value due to the short-term nature of such instruments.

The Company enters into foreign exchange contracts to hedge sales
transactions denominated in foreign currencies.  The Company does not engage
in currency speculation.  At September 30, 2000, the Company held Japanese
yen contracts with notional amounts of 1.7 million German marks and $0.3
million U.S. dollars.  Additionally, the Company held German mark put options
with a notional amount of $0.9 million.  The fair value of these off-balance
sheet financial instruments was approximately ($0.5) million at September 30,
2000.


                                   F-9
<PAGE>

(o) Use of Estimates

Management of the Company make a number of estimates and assumptions relating
to the reporting of assets and liabilities and the disclosure of contingent
liabilities to prepare these financial statements in conformity with
generally accepted accounting principles.  Actual results could differ from
these estimates.

2.  INVENTORIES

Inventories are summarized as follows:
                                                       September 30,
                                                  ----------------------
                                                     2000         1999
                                                  ---------    ---------
         Finished goods                           $  7,630     $  3,607
         Work in progress                           17,302	       11,141
         Raw materials and supplies                 17,783       10,634
         Demo inventory                              5,975        6,118
         Service parts                               7,894        8,814
                                                  ---------    ---------
         Total inventories, net                   $ 56,584     $ 40,314
                                                  =========    =========

3.  PROPERTY AND EQUIPMENT

Property and equipment include the following:
                                                       September 30,
                                                  ----------------------
                                                     2000         1999
                                                  ---------    ---------
         Buildings                                $ 16,556     $ 20,077
         Technical machinery and equipment           8,127        7,474
         Furniture and fixtures                      6,601        6,389
         Computers and software                      4,157        3,865
         Leasehold improvements                      3,550	        2,679
                                                  ---------    ---------
         Total property and equipment, at cost    $ 38,991     $ 40,484
                                                  =========    =========

4.  GOODWILL

Goodwill, net is as follows:

                                                      September 30,
                                                  ----------------------
                                                     2000         1999
                                                  ---------    ---------
         Goodwill                                 $ 52,668      $ 5,111
         Accumulated amortization                    2,325          738
                                                  ---------    ---------
         Total goodwill, net                      $ 50,343      $ 4,373
                                                  =========    =========

                                   F-10
<PAGE>

5.  ACCRUED LIABILITIES

Accrued liabilities are comprised of the following:
                                                       September 30,
                                                  ----------------------
                                                     2000         1999
                                                  ---------    ---------
         Employee compensation                    $  7,382     $  4,581
         Warranty reserves                           7,935        6,570
         Other taxes payable                           457          629
         Customer deposits                           4,600        1,647
         Other                                       6,490        3,002
                                                  ---------    ---------
         Total accrued liabilities                $ 26,864     $ 16,429
                                                  =========    =========

6.  LINE OF CREDIT

The Company maintains a $25,000 annually renewable line of credit with
Deutsche Bank AG to support its working capital needs. As of September 30,
2000 and 1999, $13,004 and $14,570, respectively, was outstanding under this
loan facility by RSL, BLT, Rofin-Marubeni, Rofin-Sinar S.r.L., Rasant, Rofin-
Sinar Uk Ltd., Dilas and Rofin-Baasel Singapore at an average fixed interest
rate of 4.0% for fiscal 2000 and 3.0% for fiscal 1999.

In addition, the Company's non-U.S. subsidiaries have several lines of credit
which allow them to borrow in the applicable local currency. At September 30,
2000 and 1999, direct borrowings under these agreements totaled $4,166 and
$6,803, respectively.  The remaining unused portion of the lines of credit,
at September 30, 2000, was $9,791. Fixed interest rates vary from 1.1% up to
7.0%, depending upon the country and usage of the available credit.

During the third quarter, the Company entered into additional short-term
credit facilities with two German banks to fund the acquisition and the
refinancing of existing debt of Baasel Lasertech. As of September 30, 2000,
$51,683 was outstanding under these facilities at an average fixed interest
rate of 5.8%.

On December 15, 2000, the Company refinanced the $51,683 short-term credit
facilities with the following new borrowings:

     Note payable to bank bearing interest at
     6 month Euribor, due December 15, 2003
     (actual face amount of 10.6 million Euro).
     Rate converted to 6.02% fixed with an
     interest rate swap agreement.                   $  9,317

     Note payable to bank bearing interest at
     6 month Euribor, due December 15, 2005
     (actual face amount of 12.8 million Euro).
     Rate converted to 6.73% fixed with an
     interest rate swap agreement.                   $ 11,251


                                   F-11
<PAGE>

     Note payable to bank bearing interest at
     6 month Euribor (actual face amount of
     15.4 million Euro).  Matures $4.2 million
     in fiscal 2004, $6.2 million in fiscal 2005,
     and $3.1 million in fiscal 2006.  Rate
     converted to 6.46% fixed with an interest
     rate swap agreement.                             $ 13,536

     Short-term note payable bearing interest at
     6 month Euribor (face amount of 20 million
     Euro)                                            $ 17,579

Based on the above refinancing, $34,104 has been reclassified to long-term
debt in the accompanying consolidated balance sheet.

7.  LONG-TERM DEBT

At September 30, 2000 and 1999, respectively, $450 and $545 was borrowed
under the credit line with Deutsche Bank AG at a fixed interest rate of 3.9%
(see note 6). Further, RSL, Dilas, Rasant and Rofin-Sinar France entered into
loan agreements with some banks for long-term credit facilities of $ 6,925.
As of September 30, 2000 and 1999, $5,618 and $6,742, respectively, were
borrowed against such loans at an average interest rate of 4.2% during fiscal
2000 and 4.0% during fiscal 1999. The agreements expire in 2001, 2003 and
2009. Maturities of long-term debt are as follows: $5.4 million is due in
fiscal 2002, $0.5 million is due in fiscal 2003 and $0.2 million in fiscal
2009.


8.  LEASE COMMITMENTS

The Company leases operating facilities and equipment under operating leases,
which expire at various dates through 2007.  The lease agreements require
payment of real estate taxes, insurance and maintenance expenses by the
Company.

Minimum lease payments for future fiscal years under non-cancelable operating
leases as of September 30, 2000, are:


        Fiscal Year Ending September 30,                Total
        --------------------------------             --------
        2001                                        $  3,315
        2002                                           2,586
        2003                                           1,759
        2004                                           1,333
        2005 and thereafter                            2,698

Rent expense charged to operations for the years ended September 30, 2000,
1999, and 1998, approximates $2,857, $1,917, and $1,656, respectively.




                                   F-12
<PAGE>

9.  INCOME TAXES

Income before income taxes is attributable to the following geographic
regions:
                                                 Years ended September 30,
                                              ------------------------------
                                                 2000       1999      1998
                                              ---------  --------  ---------
         United States                        $( 2,250) $     412  $    864
         Germany                                16,341      6,732    10,256
         France                                    728        431       570
         Italy                                     190        354       296
         Japan                                     534    (     3)      125
         United Kingdom                            376    ( 1,051)   (  312)
         Other                                     160         --        --
                                              ---------  --------- ---------
         Total income before income taxes     $ 16,079   $  6,875  $ 11,799
                                              =========  ========= =========


The provision for income tax expense is comprised of the following amounts:

                                                Years ended September 30,
                                             -------------------------------
                                                2000       1999       1998
                                             ---------   --------  ---------
     Current:
         United States                        $   350    $    425  $  ( 101)
         Foreign                                8,914       3,370     4,481
                                              --------   --------- ---------
              Total current                     9,264       3,795     4,380
                                              --------   --------- ---------
     Deferred:
         United States                         (  736)      ( 170)      348
         Foreign                               (  326)      ( 383)      390
                                              --------   --------- ---------
              Total deferred                   (1,062)      ( 553)      738
                                              --------   --------- ---------
              Total income tax expense        $ 8,202     $ 3,242   $ 5,118
                                              ========   ========= =========

Statutory tax rates in the U.S., U.K., Italy, France, and Japan approximate
34%, 20%, 41%, 42%, and 51%, respectively.  German corporate tax law applies
the imputation system with regard to the taxation of the income of a
corporation (such as RSL, CBL, and Dilas).  In general, retained corporate
income is subject to a municipal trade tax (which approximates 17%), which is
deductible for federal corporate income tax purposes, a federal corporate
income tax of 40% (45% prior to January 1, 1999), and a surcharge of 5.5% on
the federal corporate income tax amount.





                                   F-13
<PAGE>

Profits which are distributed by a German corporate taxpayer in the form of a
dividend are subject to a reduced federal corporate income tax rate of 30%
plus the 5.5% surcharge on the federal corporate income tax amount calculated
at the reduced rate.

Tax expense and deferred taxes have been recorded at rates assuming all
earnings of RSL and Dilas will be dividended to Rofin-Sinar Technologies
Europe S.L..

The difference between actual income tax expense and the amount computed by
applying the U.S. federal income tax rate of 34% is as follows:

                                                  Years ended September 30,
                                                 --------------------------
                                                   2000     1999     1998
                                                 -------- -------- --------
     Computed "expected" tax expense            $  5,467 $  2,338  $ 4,012
     Difference between U.S. and foreign
         statutory rates                           1,786      872    1,083
     Tax exempt interest                              --       --    ( 248)
     Adjustment of Valuation allowance               573      106    ( 525)
     Adjustment of prior-year tax estimates         (191)      --      434
     Other                                           567    (  74)     362
                                                 -------- -------- --------
     Actual tax expense                          $ 8,202  $ 3,242  $ 5,118
                                                 ======== ======== ========


The tax effects of temporary differences that give rise to the net deferred
tax assets are as follows:
                                                       September 30,
                                                  ----------------------
                                                     2000         1999
                                                  ---------    ---------
    Deferred tax assets:
         Foreign:
            German reorganization benefits        $    457       $  997
            Net operating loss carryforwards           591          573
            Pension accrual                            256          243
            Inventory                                1,191          619
            Other, net                                 481           11
                                                  ---------    ---------
               Total Foreign                         2,976        2,443











                                   F-14
<PAGE>

     United States:
            Net operating loss carryforwards        3,308         2,398
            Depreciation                              151           221
            Warranty accrual                          918           869
            Inventory                               2,694         1,376
            Alternative Minimum Tax and Foreign
               Tax Credits                            229           435
            Other                                     941           582
                                                  ---------    ---------
               Total United States                  8,241         5,881

            Gross deferred tax assets              11,217         8,324
            Less:  Valuation allowance            ( 2,063)       (  183)
                                                  ---------    ---------
               Net deferred tax assets              9,154         8,141
                                                  ---------    ---------

       Deferred tax liabilities:
         Foreign:
            Depreciation                           ( 1,318)     ( 1,979)
            Accrued liabilities                    (   394)     (   107)
                                                  ---------    ---------
               Total Foreign                       ( 1,712)     ( 2,086)
                                                  ---------    ---------
            Net deferred income tax assets        $  7,442      $ 6,055
                                                  =========    =========

In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized.  The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible.  Management
considers the scheduled reversal of deferred tax liabilities, projected
future taxable income, and tax planning strategies in making this assessment.
Based upon the level of historical taxable income and projections for future
taxable income over the periods in which the deferred tax assets are
deductible, management believes it is more likely than not that the Company
will realize the benefits of these deductible differences, net of the
existing valuation allowances at September 30, 2000.

At September 30, 2000, the Company has net operating loss carryforwards
available of $9,730 in the United States (which expire in 2008), $1,213 in
the UK (which has no expiration date), and $675 in Germany (which has no
expiration date).  The annual utilization by the Company of its U.S. net
operating loss carryforwards will be subject to certain annual limitations
under Section 382 of the Internal Revenue Code.








                                   F-15
<PAGE>

10.  EMPLOYEE BENEFIT PLANS

Substantially all of the Company's U.S. and German employees participate in
defined benefit pension plans.  The Company's U.S. plan began in fiscal 1995
and is funded.  As is the normal practice with German companies, the German
plan is unfunded.

The following table sets forth the funded status of the plans at the balance
sheet dates:
                                                        September 30,
                                                   ----------------------
                                                      2000         1999
                                                   ---------    ---------
   Change in benefit obligation:
   Benefit obligation at beginning of year           $7,155       $5,977
   Service cost                                         599          595
   Interest cost                                        427          408
   Actuarial (gains) and losses                      (  539)         574
   Foreign exchange rate changes                     (  835)      (  328)
   Benefits paid                                     (  133)      (   71)
                           	                        ---------    ---------
   Benefit obligation at end of year                 $6,674       $7,155
                           	                        ---------    ---------

   Change in plan assets:
   Fair value of plan assets at beginning of year     2,165        1,899
   Actual return on plan assets                         397          318
   Employer contributions                               208            -
   Benefits paid                                    (   115)       (  52)
                           	                        ---------    ---------
   Fair value of plan assets at end of year           2,655        2,165
                           	                        ---------    ---------

   Funded status                                    ( 4,019)    (  4,990)
   Unrecognized net actuarial loss (gain)           (   501)         307
   Unrecognized prior service cost                      340          404
                           	                        ---------    ---------
   Accrued benefit cost                             ( 4,180)      (4,279)
                            	                       =========    =========

   Discount rate:
       United States                                   7.5%         7.5%
       Foreign                                         7.0%         7.0%
   Expected return on plan assets -
       United States only                              8.0%         8.0%
   Rate of compensation increase
       United States                                   6.0%         6.0%
       Foreign                                         2.0%         2.0%






                                   F-16
<PAGE>

The following table sets forth the components of net periodic benefit cost
for the respective fiscal years:
                                              Years ended September 30,
                                        -----------------------------------
                                            2000        1999        1998
                                        ----------- ----------- -----------
Components of net periodic benefit cost:
Service cost                              $  598       $  575     $  451
Interest cost                                427          408        338
Expected return on plan assets             ( 177)      (  150)    (  140)
Amortization of prior service cost            63           63         63
Recognized net actuarial loss                  6            7         --
                       	                  ---------    ---------   ---------
Net periodic benefit cost                  $ 917        $ 903      $ 712
                        	                 =========    =========
=========

RSI has a 401(k) plan for the benefit of all eligible U.S. employees, as
defined by the plan.  Participating employees may contribute up to 16% of
their qualified annual compensation.  The Company matches 50% of the first 6%
of the employees' compensation contributed as a salary deferral.  Company
contributions for the years ended September 30, 2000, 1999, and 1998 were
$153, $146, and $148, respectively.

11. NET INCOME PER COMMON SHARE

The calculation of the weighted average number of common shares outstanding
for each period is as follows:

                                             Years ended September 30,
                                        -----------------------------------
                                            2000        1999        1998
                                        ----------- ----------- -----------
Weighted average number of
  shares for BASIC net income
  per common share                      11,538,200  11,527,400  11,516,631

Potential additional shares
  due to outstanding dilutive
  stock options                             83,689          --      98,061
                                        ----------- ----------- -----------
Weighted average number of
  shares for DILUTED net
  income per common share                11,621,889  11,527,400  11,614,692
                                        =========== =========== ===========

Excluded from the calculation of diluted EPS for the year ended September 30,
2000, were 604,800 outstanding stock options.  These could potentially dilute
future EPS calculations but were not included in the current period because
their effect on earnings per share would be antidilutive.




                                   F-17
<PAGE>

12.  RELATED PARTY TRANSACTIONS

The Company had sales to its joint venture partners in Japan amounting to
$49, $511, and $2,153 in fiscal years 2000, 1999, and 1998, respectively.

The Company's purchases from and sales to related parties have generally been
on terms comparable to those available in connection with purchases from or
sales to unaffiliated parties.

The main facility in Starnberg is rented from the minority shareholder of
Baasel Lasertech.  The Company paid rent expense of $158 to the minority
shareholder during fiscal 2000.

The Company has accrued $5,524 for the option purchase price for the minority
interest in Baasel Lasertech (see note 1).  This amount is included in
accrued liabilities in the accompanying consolidated balance sheet.  This
obligation bears interest at 5.75% per annum, of which $275 is included in
interest expense in the accompanying consolidated statement of operations.

Accounts payable trade also includes short-term loans from the minority
shareholders of Dilas of $182.

13.  SEGMENT AND GEOGRAPHIC INFORMATION

The Company adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information", during fiscal 1999. SFAS No. 131
established standards for reporting information about operating segments in
annual financial statements and related disclosures about products and
geographic areas. The Company manages its business under two primary
geographic regions that are aggregated together as one segment in the global
industrial laser industry. Sales from these regions have similar long-term
financial performance and economic characteristics. The products from these
regions utilize similar manufacturing processes and use similar production
equipment, which may be interchanged from group to group. The Company
distributes, sells and services final product to the same type of customers
from both regions.

Assets, revenues and income before taxes, by geographic region are summarized
below:

      ASSETS                                         September 30,
                                                -----------------------
                                                   2000          1999
                                                ---------    ----------
           United States                        $ 56,393     $  61,643
           Germany                               157,864        81,053
           Other                                  35,840        18,311
           Intercompany eliminations             (31,683)    (  13,187)
                                                ---------    ----------
           Total assets                         $218,414     $ 147,820
                                                =========    ==========



                                   F-18
<PAGE>

      REVENUES                                    TOTAL BUSINESS
                                             Years ended September 30,
                                        ----------------------------------
                                           2000        1999        1998
                                        ----------  ----------  ----------
           United States                $  43,020   $  37,377   $  39,594
           Germany                        144,195     102,628      91,842
           Other                           36,551      23,748      20,434
           Intercompany eliminations     ( 52,579)   ( 39,729)   ( 34,287)
                                        ----------  ----------  ----------
                                        $ 171,187   $ 124,024   $ 117,583
                                        ==========  ==========  ==========


       INTERCOMPANY REVENUES
                                             Years ended September 30,
                                        -----------------------------------
                                           2000         1999       1998
                                        ----------   ---------  -----------
           United States                 $    382    $  5,952    $   3,412
           Germany                         48,053      31,440       30,000
           Other                            4,144       2,337          875
           Intercompany
           Eliminations                (  52,579)   ( 39,729)    ( 34,287)
                                        ----------   ---------   ----------
                                         $     --    $     --    $      --
                                        ==========   =========   ==========

                                              EXTERNAL REVENUES
                                            Years ended September 30,
                                        ----------------------------------
                                           2000        1999        1998
                                        ----------  ----------  ----------
           United States                $  42,638   $  31,425   $  36,181
           Germany                         96,142      71,188      61,842
           Other                           32,407      21,411      19,560
                                        ----------  ----------  ----------
                                        $ 171,187   $ 124,024   $ 117,583
                                        ==========  ==========  ==========

      INCOME BEFORE INCOME TAXES
                                             Years ended September 30,
                                        ----------------------------------
                                           2000        1999         1998
                                        ----------  ---------   ----------
           United States                $ ( 2,250)   $    412   $     864
           Germany                         16,341       6,732      10,256
           Other                            1,988       ( 270)        679
                                        ----------   ---------  ----------
                                        $  16,079    $  6,875   $  11,799
                                        ==========   =========  ==========



                                   F-19
<PAGE>
14.  SELECTED QUARTERLY FINANCIAL DATA (Unaudited)

The following represents the Company's quarterly results (millions of
dollars, except per share amounts):

                                                Quarters ended
                               ----------------------------------------------
                                 Dec.31,    March 31,   June 30,    Sept. 30,
                                  1999        2000        2000        2000
                               ----------  ----------  ----------  ----------
Net sales                        $ 33.2      $ 34.6      	$ 45.5      $ 57.9
Gross profit                       11.1        13.0        17.7        22.5
Net income                          1.6         1.9         0.6         3.9
Net income per share - Basic       0.14        0.16        0.05        0.33
Net income per share - Diluted     0.14        0.16        0.05        0.33

                                                Quarters ended
                               ----------------------------------------------
                                 Dec.31,    March 31,   June 30,    Sept. 30,
                                  1998        1999        1999        1999
                               ----------  ----------  ----------  ----------
Net sales                        $ 28.6      $ 31.0      	$ 28.5      $ 35.9
Gross profit                        9.2        10.5         9.4        12.7
Net income                          0.4         0.9         0.6         1.7
Net income per share - Basic       0.03        0.08        0.06        0.15
Net income per share - Diluted     0.03        0.08        0.06        0.15


15.  STOCK INCENTIVE PLANS

Directors' Plan

The Company has reserved 100,000 shares of common stock for the Directors'
Plan, which covers non-employee members of the Board of Directors.  Under
this plan each member of the Board of Directors who is not an employee of the
Company and who is elected or continues as a member of the Board of Directors
is entitled to receive an initial grant of 1,500 shares of common stock and
thereafter an annual grant of 1,500 shares of common stock.  The Directors'
Plan provides that non-employee directors aged 65 or older, upon their
appointment or election to the Board of Directors, will receive, in lieu of
such initial and annual grants of shares of common stock, 7,500 shares of
restricted stock which shall vest in five equal installments on the date of
grant and each of the following four anniversaries thereof.  Prior to
vesting, no shares of restricted stock may be sold, transferred, assigned,
pledged, encumbered or otherwise disposed of, subject to certain exceptions.
The Directors' Plan will continue in effect until the earlier of ten years
from the date of the first grant or the termination of the Directors' Plan by
the Board of Directors.  A total of 19,500 shares are issued and outstanding
under the plan at September 30, 2000, of which 1,500 vest in future periods.






                                   F-20
<PAGE>
Equity Incentive Plan

The Company maintains an Equity Incentive Plan, whereby incentive and
nonqualified stock options, restricted stock and performance shares may be
granted to officers and other key employees to purchase a specified number of
shares of common stock at a price not less than the fair market value on the
date of grant.  There were no incentive stock options, restricted stock or
performance shares granted in fiscal 2000, 1999 or 1998. Nonqualified stock
options were granted to officers and other key employees in fiscal 2000 and
1999. Options generally vest over five years and will expire not later than
ten years after the date on which they are granted.  The balance of
outstanding stock options for the three year periods ended September 30,
2000, and all options activity for the periods then ended are as follows:

                                                         Price per Share
                                                   --------------------------
                                         Number        Price        Weighted
                                        of Shares      Range         Average
                                        ---------  --------------  ----------
     Outstanding at September 30, 1997   475,000  $9 1/2 - 16 7/8   $ 12 1/2
                                        ---------  --------------  ----------
     Granted                                   -
     Exercised                          ( 13,900)
     Forfeited                          (  9,600)
                                        ---------  --------------  ----------
     Outstanding at September 30, 1998   451,500  $9 1/2 - 16 7/8   $ 12 1/2
                                        ---------  --------------  ----------
     Granted                              36,000        $9 3/8
     Exercised                                 -
     Forfeited                          ( 45,600)
                                        ---------  --------------  ----------
     Outstanding at September 30, 1999   441,900  $9 3/8 - 16 7/8   $ 12 1/8
                                        ---------  --------------  ----------
     Granted                             191,000        $ 7 3/8
     Granted                              20,000        $12 5/8
     Exercised                          (  6,300)
     Forfeited                          ( 41,800)
                                        ---------  --------------  ----------
     Outstanding at September 30, 2000   604,800  $7 3/8 - 16 7/8   $ 11 1/19
                                        ---------  --------------  ----------


                          Outstanding Options        Exercisable Options
                    -------------------------------  -------------------
                            Remaining    Weighted             Weighted
                              Life        Average              Average
                    Shares   (years)       Price     Shares     Price
                    ------  ----------  -----------  ------  -----------
                   225,800       6       $  9 1/2   179,600    $ 9 1/2
                   165,000       7       $ 16 7/8    99,000    $16 7/8
                    36,000       8       $  9 3/8     7,200    $ 9 3/8
                   158,000       9       $  7 3/8         0    $ 7 3/8
                    20,000       9       $ 12 5/8         0    $12 5/8


                                    F-21
<PAGE>
The Company follows Accounting Principles Board Opinion 25, "Accounting for
Stock Issued to Employees", to account for stock options.  No compensation
cost is recognized because the option exercise price is equal to the market
price of the underlying stock on the date of grant.  Had compensation cost
for these plans, as prescribed by SFAS 123, been determined based on the
Black-Scholes value at the grant dates for awards, pro forma net income and
earnings per share would have been:
                                              Year ended September 30,
                                         ----------------------------------
                                            2000        1999        1998
                                         ----------  ----------  ----------
  Pro forma net income                     $ 7,357     $ 3,222     $ 6,292
  Pro forma earnings per share - BASIC     $  0.64     $  0.28     $  0.55
  Pro forma earnings per share - DILUTED   $  0.63     $  0.28     $  0.54
                                         ----------  ----------  ----------

The pro forma disclosures above include the amortization of the fair value of
all options vested during 2000 and are not necessarily representative of
actual results which will be reported in future years.

                                      2000 Grant     2000 Grant   1999 Grant
                                      (20,000        (191,000      (36,000
                                       Shares)         Shares)      Shares)
                                      ----------     -----------  -----------
Weighted Average Grant
   Date Fair Value                      $7.26           $3.90        $5.23
Expected Life                         5 YEARS         5 YEARS      5 YEARS
Volatility                              59.3%           52.9%        57.9%
Risk-Free Interest Rate                  6.6%            6.0%         6.0%
Dividend Yield                             0%              0%           0%
Annual Forfeiture Rate                   2.8%            2.8%         3.0%


16.  RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
133 "Accounting for Derivative Instruments and Hedging Activities", which
establishes accounting and reporting standards for derivative instruments and
hedging activities.  It requires that an entity recognize all derivatives as
either assets or liabilities in the balance sheet, and measure those
instruments at fair value.  In June 1999, the FASB issued SFAS 137
"Accounting for Derivative Instruments and Hedging Activities - Deferral of
the Effective Date of FASB Statement 133" and in June 2000, the FASB issued
SFAS No. 138, "Accounting for Certain Derivative Instruments - an Amendment
of FASB Statement No. 133".  As a result of SFAS 137, SFAS 133 and SFAS 138
will be effective for all fiscal quarters of all fiscal years beginning after
June 15, 2000. The Company adopted this standard as of October 1, 2000, with
no material impact on its financial position and results of operations.







                                   F-22
<PAGE>

In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial
Statements", which provides guidance on the recognition, presentation and
disclosure of revenue in financials filed with the SEC.  SAB 101 outlines the
basic criteria that must be met to recognize revenue and provides guidance
for disclosures related to revenue recognition policies.  The Company is
required to adopt SAB 101 in the fourth quarter of fiscal 2001.  The Company
is in the process of evaluating SAB 101 but believes that the implementation
of SAB 101 will not have a material effect on the financial position or
results of operations of the Company.












































                                   F-23
<PAGE>

Independent Auditors' Report


The Board of Directors and Stockholders
Rofin-Sinar Technologies Inc. and Subsidiaries:

On November 3, 2000, except for note 6 which is dated December 15, 2000, we
reported on the consolidated balance sheets of Rofin-Sinar Technologies Inc.
and Subsidiaries as of September 30, 2000 and 1999, and the related
consolidated statements of operations, stockholders' equity and comprehensive
income, and cash flows for each of the years in the three-year period ended
September 30, 2000, which are included in the annual report on Form 10-K.  In
connection with our audits of the aforementioned consolidated financial
statements, we also audited the related financial statement schedule in the
annual report on Form 10-K.  This financial statement schedule, Valuation and
Qualifying Accounts, is the responsibility of the Company's management.  Our
responsibility is to express an opinion on this financial statement schedule
based on our audit.

In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.


KPMG LLP
Detroit, Michigan
November 3, 2000



























                                   F-24
<PAGE>

             ROFIN-SINAR TECHNOLOGIES INC. AND SUBSIDIARIES
   Valuation and Qualifying Accounts - Allowance for Doubtful Accounts
             Years ended September 30, 1998, 1999 and 2000
                         (dollars in thousands)


                    Balance at            Charged to             Balance at
                    Beginning   Acquired  Costs and                End of
                    Of Period   Reserve   Expenses   Deductions    Period
                     --------   --------   --------  ----------    -------

  September 30,
     1998           $   910      $   --     $  148    $     35     $ 1,093

  September 30,
     1999             1,093          --        182       (	  68)      1,207

  September 30,
     2000             1,207         207        672       ( 129)      1,957



































                                   F-25
<PAGE>
                         INDEX TO EXHIBITS



Exhibit No.                Exhibit
-----------        --------------------------------------------------------


   10.19           English Translation of Option Agreement between Carl Baasel
                   and Rofin-Sinar Laser GmbH

   10.20           English Translation of Lease  Agreement between Carl Baasel
                   Leasing KG and Rofin-Sinar Laser GmbH "as successor in
                   interest of Carl Baasel Lasertechnik GmbH"

   11.1            Earnings Per Share Table

   21.1            List of Subsidiaries of Rofin-Sinar Technologies Inc.

   27.1            Financial Data Schedule




































<PAGE>