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

FORM 20-F/A
(Amendment No. 1)

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|(Box)   |  | Registration Statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934                                  
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|(X Box) |  | Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2001
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|(Box)   |  | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from  to     

Commission File Number: 0-13355

ASM INTERNATIONAL N.V.
fka ADVANCED SEMICONDUCTOR MATERIALS INTERNATIONAL N.V.
(Exact name of Registrant as specified in its charter)
The Netherlands
(Jurisdiction of incorporation or organization)

Jan van Eycklaan 10, 3723 BC Bilthoven, the Netherlands
(Address of principal executive offices)

Securities registered or to be registered pursuant to
Section 12(b) of the Act: None

Securities registered or to be registered pursuant to
Section 12(g) of the Act: Common Shares

Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuers classes
of capital or common stock as of the close of the period covered by the annual
report: 49,070,296 common shares; no preferred shares.

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 Box)                      No (Box)

Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 (Box)                Item 18 (X Box)

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This amendment to the ASM International N.V. Form 20-F filed March 28,
2002 amends Part III, Item 19 (Exhibits) to include additional exhibits.

Part III

Item 19. Exhibits

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|Exhibit Number |  | Description                                                                                                                                                           |  | Incorporated by Reference to:                                       |  | Included Herein:
|1.1            |  | English translation of ASM
International N.V.s Compiled
Articles of Association, as
amended                                                                          |  | Exhibit 3.1 to Registrants
6-K filed on November 6,
2001           |  |                 
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|4.1            |  | 1994 Stock Option Plan                                                                                                                                                |  | Exhibit 99.1 to the
Registrants S-8 filed
October 25, 1999         |  |                 
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|4.2            |  | Debenture Purchase Agreement Part 1                                                                                                                                   |  | Exhibit 4.2 to the
Registrants Form F-3 filed
on December 13, 1999 |  |                 
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|4.3            |  | Debenture Purchase Agreement Part 2                                                                                                                                   |  | Exhibit 4.2 to the
Registrants Form F-3 filed
on December 13, 1999 |  |                 
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|4.4            |  | Zero Coupon Debenture                                                                                                                                                 |  | Exhibit 4.3 to the
Registrants Form F-3 filed
on December 13, 1999 |  |                 
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|4.5            |  | Common Stock Purchase Warrant                                                                                                                                         |  | Exhibit 4.4 to the
Registrants Form F-3 filed
on December 13, 1999 |  |                 
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|4.6            |  | Supplemental Common Stock Purchase
Warrant                                                                                                                            |  | Exhibit 4.5 to the
Registrants Form F-3 filed
on December 13, 1999 |  |                 
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|4.7            |  | Registration Rights Agreement                                                                                                                                         |  | Exhibit 4.6 to the
Registrants Form F-3 filed
on December 13, 1999 |  |                 
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|4.8            |  | Equity Line Financing Agreement
between ASM International N.V. and
Canadian Imperial Holdings Inc.
dated July 6, 2000                                                 |  | Exhibit 23.1 to Registrants
6-K filed on September 6,
2000         |  |                 
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|4.9            |  | Amendment No. 1 to the Equity Line
Agreement between ASM
International N.V. and Canadian
Imperial Holdings Inc.                                                       |  | Exhibit 4.9 to Registrants
20-F filed on March 9, 2001             |  |                 
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|4.10           |  | Credit Agreement among ASM
International N.V., Canadian
Imperial Bank of Commerce and
Advanced Semiconductor Materials
(Netherlands Antilles) N.V. dated
July 6, 2000 |  | Exhibit 23.2 to Registrants
6-K filed on September 6,
2000         |  |                 

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|               |  |                                                                                                                                                                                  |  |                                                                 |  |                 
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------- |  | ----------------
|Exhibit Number |  | Description                                                                                                                                                                      |  | Incorporated by Reference to:                                   |  | Included Herein:
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|4.11           |  | Amendment No. 1 to the Credit
Agreement among ASM International
N.V. and Canadian Imperial Bank of
Commerce, Advanced Semiconductor
Materials (Netherlands Antilles)
N.V.        |  | Exhibit 4.11 to Registrants
20-F filed on March 9, 2001        |  |                 
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|4.12           |  | Registration Rights Agreement
between ASM International N.V. and
Canadian Imperial Holdings Inc.
dated July 6, 2000                                                              |  | Exhibit 23.3 to Registrants
6-K filed on September 6,
2000     |  |                 
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|4.13           |  | Amendment No. 1 to the
Registration Rights Agreement
between ASM International N.V. and
Canadian Imperial Holdings Inc.                                                          |  | Exhibit 4.13 to Registrants
20-F filed on March 9, 2001        |  |                 
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|4.14           |  | Security Agreement among ASM
International N.V., Advanced
Semiconductor Materials
(Netherlands Antilles), N.V. and
Canadian Imperial Bank of Commerce
dated July 6, 2000         |  | Exhibit 23.4 to the
Registrants 6-K filed on
September 6, 2000 |  |                 
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|4.15           |  | Supplement No. 1 to the Security
Agreement between ASM
International N.V. , Advanced
Semiconductor Materials
(Netherlands Antilles), N.V. and
Canadian Imperial Bank of Commerce |  | Exhibit 4.15 of Registrants
20-F filed on March 9, 2001        |  |                 
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|4.16           |  | Purchase Agreement dated November
14, 2001 between ASM International
N.V. and CIBC World Markets Corp.
for purchase of $100 million of 5%
Convertible Subordinated Notes         |  |                                                                 |  | X               
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|4.17           |  | Indenture Agreement dated November
19, 2001 and Citibank, N.A.
relating to 5% Convertible
Subordinated Notes                                                                     |  |                                                                 |  | X               
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|10.1           |  | Auditors Consent                                                                                                                                                                |  | Exhibit 10.1 to the Form
20-F filed March 28, 2002              |  |                 
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SIGNATURES

The registrant certifies that it meets all of the requirements for
filing on Form 20-F/A and has duly caused and authorized the undersigned to
sign this amendment to the annual report on its behalf.

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|                   |  | ASM INTERNATIONAL N.V.  |  | 
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|Date: May 10, 2002 |  | /s/ Arthur H. Del Prado |  | 
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|                   |  | Arthur H. del Prado     |  | 
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|                   |  | Managing Director and   |  | 
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|                   |  | Chief Executive Officer |  | 

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