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                                                                  EXHIBIT 10.2.1


RECORDING REQUESTED BY
AND WHEN RECORDED, RETURN TO:

Orrick, Herrington & Sutcliffe
Old Federal Reserve Bank Building
400 Sansome Street
San Francisco, CA  94111
Attn:  James W. Miller, Esq.

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                       SECOND AMENDMENT TO FACILITY 2 LEASE AGREEMENT,
                           CONSTRUCTION DEED OF TRUST
                            WITH ASSIGNMENT OF RENTS,
                      SECURITY AGREEMENT AND FIXTURE FILING

        THIS SECOND AMENDMENT TO FACILITY 2 LEASE AGREEMENT, CONSTRUCTION DEED
OF TRUST WITH ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this
"Amendment"), dated as of September 26, 1997, is entered into by and between:

        (1) NOVELLUS SYSTEMS, INC., a California corporation ("Lessee"); and

        (2) LEASE PLAN NORTH AMERICA, INC., an Illinois corporation ("Lessor").

                                    RECITALS

        A. Lessee, Lessor, each of the financial institutions listed in Schedule
I to the Participation Agreement (referred to below) (collectively, the
"Participants"), and ABN AMRO BANK, N.V., acting through its San Francisco
International Branch, as agent for the Participants (in such capacity, "Agent"),
are parties to a Participation Agreement dated as of June 9, 1997, as amended by
a letter agreement dated June 20, 1997, a First Amendment to Participation
Agreement dated as of August 28, 1997, and a Second Amendment to Participation
Agreement dated as of September 26, 1997 (as so amended, the "Participation
Agreement").

        B. Lessee and Lessor are parties to that certain Facility 2 Lease
Agreement, Construction Deed of Trust with Assignment of Rents, Security
Agreement and Fixture Filing dated as of June 9, 1997, and recorded on June 10,
1997, in the Official Records of Santa Clara County, California, as Document No.
13735220, as amended by that certain First Amendment to Facility 2 Lease
Agreement, Construction Deed of Trust with Assignment of Rents, Security
Agreement and Fixture Filing dated as of August 28, 1997, and recorded on August
29, 1997, in the Official Records of Santa Clara County, California, as Document
No. 13835198 (as so amended, the "Facility 2 Lease Agreement").

        C. Pursuant to the terms of the Participation Agreement, Lessee has
requested that Lessor acquire those certain real properties described in Exhibit
A attached hereto (respectively, the "Tract 5 Land" and the "Tract 6 Land"), and
all Improvements thereon.
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        D. Lessee and Lessor now desire to amend the Facility 2 Lease Agreement
to add the Tract 5 Land and the Improvements on the Tract 5 Land and the
Improvements on the Tract 6 Land to the property under the Facility 2 Lease
Agreement.

                                    AGREEMENT

        NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Lessee and Lessor hereby agree as follows:

1.      DEFINITIONS, INTERPRETATION. All capitalized terms defined above and
        elsewhere in this Amendment shall be used herein as so defined. Unless
        otherwise defined herein, all other capitalized terms used herein shall
        have the respective meanings given to those terms in Schedule 1.01 to
        the Participation Agreement. The rules of construction set forth in
        Schedule 1.02 to the Participation Agreement shall, to the extent not
        inconsistent with the terms of this Amendment, apply to this Amendment
        and are hereby incorporated by reference.

2.      AMENDMENTS TO THE FACILITY 2 LEASE AGREEMENT.  The Facility 2 Lease 
        Agreement is hereby amended as follows:

               (a) Exhibit A(1) of the Facility 2 Lease Agreement is hereby
        amended by adding thereto the property description of Tract 5 as set
        forth in Exhibit A to this Amendment. Without limiting the effect of
        such addition, Lessee and Lessor specifically acknowledge and agree
        that, on and after the date hereof, (i) the lien of the Facility 2 Lease
        Agreement includes all of Lessee's right, title and interest in and to
        the Tract 5 Land and all the Improvements on the Tract 5 Land, and (ii)
        the term "Facility 2 Land" as defined in the Facility 2 Lease Agreement
        includes the Tract 5 Land.

               (b) Exhibit A(2) of the Facility 2 Lease Agreement is hereby
        amended by adding thereto the property description of Tract 6 as set
        forth in Exhibit A to this Amendment. Without limiting the effect of
        such addition, Lessee and Lessor specifically acknowledge and agree
        that, on and after the date hereof, (i) the lien of the Facility 2 Lease
        Agreement includes all of Lessee's right, title and interest in and to
        all the Improvements on the Tract 6 Land, and (ii) the term "Facility 1
        Land" as defined in the Facility 2 Lease Agreement includes the Tract 6
        Land.

        3. EFFECT OF THIS AMENDMENT. On and after the date of this Amendment,
each reference in the Facility 2 Lease Agreement and the other Operative
Documents to the Facility 2 Lease Agreement shall mean the Facility 2 Lease
Agreement as amended hereby. Except as specifically amended above, (a) the
Facility 2 Lease Agreement and the other Operative Documents shall remain in
full force and effect and are hereby ratified and affirmed and (b) the
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power, or remedy of
Lessor, the Participants or Agent, nor constitute a waiver of any provision of
the Facility 2 Lease Agreement or any other Operative Document.

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        4.     MISCELLANEOUS.

               (a) Counterparts. This Amendment may be executed in any number of
        counterparts, each of which shall be deemed an original, but all of
        which taken together shall constitute one and the same instrument. The
        signature page and acknowledgment of any counterpart may be removed
        therefrom and attached to any other counterpart to evidence execution
        thereof by all of the parties hereto without affecting the validity
        thereof.

               (b) Headings. Headings in this Amendment are for convenience of
        reference only and are not part of the substance hereof.

               (c) Governing Law. This Amendment shall be governed by and
        construed in accordance with the laws of the State of California without
        reference to conflicts of law rules.



                          [The signature page follows.]


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        IN WITNESS WHEREOF, Lessee and Lessor have caused this Amendment to be
executed as of the day and year first above written.



LESSEE:                             NOVELLUS SYSTEMS, INC.

                                    By:_________________________________

                                        Name:____________________________

                                        Title:_____________________________



LESSOR:                             LEASE PLAN NORTH AMERICA, INC.

                                    By:_________________________________

                                        Name:____________________________

                                        Title:_____________________________

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