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

                                    FORM 10-Q


[X]     Quarterly  report  pursuant  to  Section  13  or 15(d) of the Securities
        Exchange  Act  of  1934
        For  the  quarterly  period  ended  September  30,  2001  or

[  ]     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  0-17139

                                   Genus, Inc.
             (Exact name of registrant as specified in its charter)

     CALIFORNIA                                                    94-279080
     (State  or  other  jurisdiction  of                      (I.R.S. Employer
     incorporation  or  organization)                        Identification No.)

1139  KARLSTAD  DRIVE,  SUNNYVALE,  CALIFORNIA     94089
  (Address  of  principal  executive  offices)     (Zip  code)

                                 (408) 747-7120
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
    (Former name, former address and former fiscal year, if changed since last
                                     report)

Indicate by check mark whether the registrant (1) has filed all reports required
to  be  filed  by  Sections  13  or 15(d) of the Securities Exchange Act of 1934
during  the  preceding  12  months  (or  for such period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.  Yes  X  No
                                             --     --

Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common  stock,  as  of  the  latest  practicable  date:

Common  shares  outstanding  at  November  8,  2001:  22,271,895
                                                      ----------

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<PAGE>

                         PART I.  FINANCIAL INFORMATION


ITEM  1.  FINANCIAL  STATEMENTS

                          GENUS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>

                                                       THREE  MONTHS  ENDED         NINE  MONTHS  ENDED
                                                          SEPTEMBER 30,                SEPTEMBER 30,
                                                         2001          2000          2001         2000
                                                      -----------    --------      --------      -------
<S>                                                 <C>              <C>                 <C>         <C>
Net sales . . . . . . . . . . . . . . . . . . .       $  15,094       $14,543     $  43,062    $  24,955
Costs and expenses:
  Cost of goods sold. . . . . . . . . . . . . .          10,300        8,044         27,523       15,063
  Research and development. . . . . . . . . . .           2,592        2,034          8,838        5,762
  Selling, general and administrative . . . . .           2,739        2,820          7,971        8,043
                                                        --------     ---------      --------    --------
Income/(loss) from operations . . . . . . . . .            (537)       1,645        (1,270)      (3,913)

Other income (expenses), net. . . . . . . . . .            (207)         101          (127)         383
                                                        --------     ---------      --------    --------
Loss before income taxes and cumulative
  effect of change in accounting principle. . .            (744)       1,746         (1,397)     (3,530)

Provision for income taxes. . . . . . . . . . .              --          100             69         450
                                                       --------      --------      --------     --------
Loss before cumulative effect of
  change in accounting principle. . . . . . . .            (744)       1,646         (1,466)     (3,980)

Cumulative effect of change in
  accounting principle. . . . . . . . . . . . .              --           --            --       (6,770)
                                                       ---------     ---------       --------   --------
Net income/(loss) . . . . . . . . . . . . . . .        $   (744)     $ 1,646      $  (1,466)  $ (10,750)
                                                       =========     ========       ========    ========

Net income (loss) per share before
  cumulative effect of change in
  accounting principle:
  Basic . . . . . . . . . . . . . . . . . . . .        $  (0.03)      $  0.09     $ (0.07)    $ (0.21)
  Diluted . . . . . . . . . . . . . . . . . . .           (0.03)         0.08       (0.07)      (0.21)
Net income (loss) per share:
  Basic . . . . . . . . . . . . . . . . . . . .           (0.03)         0.09       (0.07)      (0.57)
  Diluted . . . . . . . . . . . . . . . . . . .         $ (0.03)      $  0.08     $ (0.07)    $ (0.57)

Shares used in per share calculation - basic. .          22,268        19,126      20,793      18,845
                                                       =========    =========     ========    ========
Shares used in per share calculation - diluted.          22,268        20,593      20,793      18,845
                                                       =========    =========     ========    ========
</TABLE>

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

<PAGE>

                          GENUS, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                        (IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
                                                        SEPTEMBER 30,     DECEMBER 31,
                                                            2001              2000
                                                       ---------------  --------------
<S>                                                          <C>               <C>
ASSETS
Current Assets:
  Cash and cash equivalents . . . . . . . . . . . . .  $        5,514   $       3,136
  Accounts receivable (net of allowance for doubtful
    accounts of $335 in 2001 and $363 in 2000). . . .           5,041           8,479
  Inventories . . . . . . . . . . . . . . . . . . . .          11,956          21,849
  Other current assets. . . . . . . . . . . . . . . .             763             675
                                                       ---------------  --------------
    Total current assets. . . . . . . . . . . . . . .          23,274          34,139
  Equipment, furniture and fixtures, net. . . . . . .          15,940          10,207
  Other assets, net . . . . . . . . . . . . . . . . .             250             189
                                                       ---------------  --------------
    Total assets. . . . . . . . . . . . . . . . . . .  $       39,464   $      44,535
                                                       ===============  ==============
LIABILITIES
Current Liabilities:
  Short-term bank borrowings. . . . . . . . . . . . .  $        5,567   $       2,719
  Accounts payable. . . . . . . . . . . . . . . . . .           9,104           8,647
  Accrued expenses. . . . . . . . . . . . . . . . . .           3,066           3,315
  Deferred revenue and customer deposits. . . . . . .           4,390          18,562
                                                       ---------------  --------------
    Total current liabilities . . . . . . . . . . . .          22,127          33,243
                                                       ---------------  --------------

Contingencies (see notes)


SHAREHOLDERS' EQUITY
Common stock, no par value:
  Authorized 50,000,000 shares;
    Issued and outstanding 22,272,000 shares at
    September 30, 2001 and 19,319,000 shares at
    December 31, 2000 . . . . . . . . . . . . . . . .         110,411         102,837
  Accumulated deficit . . . . . . . . . . . . . . . .         (90,989)        (89,523)
  Accumulated other comprehensive loss. . . . . . . .          (2,085)         (2,022)
                                                       ---------------  --------------
    Total shareholders' equity. . . . . . . . . . . .          17,337          11,292
                                                       ---------------  --------------
    Total liabilities and shareholders' equity. . . .  $       39,464   $      44,535
                                                       ===============  ==============
</TABLE>


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

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


<TABLE>
<CAPTION>
                                                                    NINE MONTHS ENDED
                                                                      SEPTEMBER 30,
                                                                  2001            2000
                                                                 --------        --------
<S>                                                        <C>                   <C>
Cash flows from operating activities:
  Net loss. . . . . . . . . . . . . . . . . . . . . . . .  $      (1,466)     $  (10,750)
  Adjustments to reconcile net loss to net cash
    from operating activities:
    Cumulative effect of change in accounting principle .             --           6,770
    Depreciation. . . . . . . . . . . . . . . . . . . . .          2,004           1,080
    Stock-based compensation. . . . . . . . . . . . . . .             44             490
    Changes in assets and liabilities:
      Accounts receivable . . . . . . . . . . . . . . . .          3,438           1,943
      Inventories . . . . . . . . . . . . . . . . . . . .          9,893         ( 9,979)
      Other assets. . . . . . . . . . . . . . . . . . . .           (149)           (232)
      Accounts payable. . . . . . . . . . . . . . . . . .            457           3,540
      Accrued expenses. . . . . . . . . . . . . . . . . .           (249)            (40)
      Deferred revenue and customer deposits. . . . . . .        (14,172)         11,618
                                                           --------------       ---------
      Net cash provided by (used in) operating activities           (200)          4,520
                                                           --------------       ---------
Cash flows from investing activities:
  Acquisition of equipment, furniture and fixtures. . . .         (7,737)         (3,325)
                                                           --------------       ---------
      Net cash used in investing activities . . . . . . .         (7,737)         (3,325)
                                                           --------------       ---------
Cash flows from financing activities:
  Proceeds from issuance of common stock. . . . . . . . .          7,530           1,150
  Proceeds from short-term bank borrowings. . . . . . . .          5,567           4,000
  Payments of short-term bank borrowings. . . . . . . . .         (2,719)         (4,000)
                                                           --------------       ---------

      Net cash provided by financing activities . . . . .         10,378           1,150
                                                           --------------       ---------

Effect of exchange rate changes on cash                              (63)             21
                                                           --------------       ---------

Net increase in cash and cash equivalents                          2,378           2,366
Cash and cash equivalents, beginning of period                     3,136           6,739
                                                           --------------       ---------
Cash and cash equivalents, end of period                   $       5,514         $ 9,105
                                                           ==============       =========
Supplemental cash flow information
  Cash paid during the period for:
  Interest. . . . . . . . . . . . . . . . . . . . . . . .  $         287        $    118
  Income taxes. . . . . . . . . . . . . . . . . . . . . .  $         473        $    152
</TABLE>


5

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

<PAGE>

                          GENUS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         SEPTEMBER 30, 2001 (UNAUDITED)

BASIS  OF  PRESENTATION

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance  with  SEC  requirements  for  interim  financial  statements.  These
financial  statements  should  be  read  in  conjunction  with  the consolidated
financial  statements  and  notes  thereto included in the Company's 2000 Annual
Report  on  Form  10-K/A2.

The  information  furnished  reflects all adjustments (consisting only of normal
recurring  adjustments)  which  are, in the opinion of management, necessary for
the  fair  statement of financial position, results of operations and cash flows
for  the  interim  periods.  The  results  of operations for the interim periods
presented  are not necessarily indicative of results to be expected for the full
year.

LIQUIDITY

The  Company  has  incurred losses from continuing operations for the year ended
December  31,  2000 of approximately $9.7 million, after taking into account the
cumulative adverse effect of the change in accounting principle of $6.8 million,
and  for  the  three-  and  nine-month  periods  ended  September  30,  2001  of
approximately  $744,000 and $1.5 million, respectively.  The Company is actively
marketing  its existing and new products, which it believes will ultimately lead
to  profitable operations. However, no assurance can be given that the currently
available  funds  will  meet  the  Company's  cash  requirements  in the future.

NET INCOME (LOSS) PER SHARE

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

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

<TABLE>
<CAPTION>


                                            THREE MONTHS ENDED          NINE MONTHS ENDED
                                                SEPTEMBER 30,              SEPTEMBER 30,
                                          2001           2000               2001       2000
                                      -------------------------------------------------------
<S>                                   <C>                 <C>                <C>       <C>
Basic:
Net income (loss). . . . . . . . . .  $      (744)  $       1,646      $ (1,466)    $(10,750)
                                      ============  =============       ========    =========
  Weighted average common shares
  outstanding. . . . . . . . . . . .       22,268          19,126        20,793       18,845
                                      ============    ============      ========    =========
  Basic net income (loss) per share.  $     (0.03)    $      0.09      $  (0.07)    $  (0.57)
                                      ============    ============      ========    =========

Diluted:
  Net income (loss). . . . . . . . .  $      (744)    $     1,646      $ (1,466)    $(10,750)
                                      ============    ===========       ========    =========
  Weighted average common shares
  outstanding. . . . . . . . . . . .        22,268         20,593        20,793       18,845
                                      ============    ============      ========    =========

Diluted net income (loss) per share.  $     (0.03)    $      0.08      $  (0.07)    $  (0.57)
                                      ============    =============     ========    =========
</TABLE>


Stock  options  and warrants to purchase approximately 3,899,000 weighted shares
of  common  stock  were  outstanding  during the nine months ended September 30,
2001,  but  were  not  included in the computation of diluted net loss per share
because the Company had a net loss for the nine months ended September 30, 2001.

Stock  options  and warrants to purchase approximately 3,079,000 weighted shares
of common stock were outstanding during the nine months ended September 30, 2000
but  were  not included in the computation of diluted net loss per share because
the  Company  had  a  net  loss  for  the  nine months ended September 30, 2000.

Stock options and warrants to purchase 4,590,000 weighted shares of common stock
were  outstanding  during the three months ended September 30, 2001 but were not
included  in  the  computation of diluted net loss per share because the Company
had  a  net  loss  for  the  three  months  ended  September  30,  2001.

Stock  options to purchase 550,000 weighted shares of common stock were excluded
in  the  computation  of diluted net income per share for the three months ended
September  30,  2000,  because  these  shares  would  have  been  anti-dilutive.



LINES  OF  CREDIT

On  March 28, 2001, we converted our then existing $10 million Venture Bank line
of credit to an asset-based line of credit. Amounts available under the line are
based  on  80  percent of eligible accounts receivable, and borrowings under the
line  are  secured  by all corporate assets and bear interest at 9.6 percent per
annum  and  an  administrative  fee of a quarter of one percent on all advances.
This  line does not have accounts receivable customer concentration limitations,
does  allow  borrowing  against  foreign  receivables,  and  has  no  financial
covenants. It will expire in March, 2002. As of September 30, 2001, there was an
outstanding  balance  of  $2.6 million  on  this  line  of  credit.

On  July  15, 2001, our 100 percent owned subsidiary in Japan, Genus-Japan Inc.,
negotiated a $3.0  million  line  of credit secured by customer receivables with
Aozora  Bank,  Ltd. in Tokyo. As of September 30, 2001, there was an outstanding
balance  of  $3.0 million  under  this  line  of  credit.

INVENTORIES

Inventories  comprise  the  following  (in  thousands):

<TABLE>
<CAPTION>
                                   SEPTEMBER 30,   DECEMBER 31,
                                        2001           2000
                                   --------------  -------------
<S>                                <C>             <C>
Raw materials and purchased parts  $        5,194  $       6,081
Work in process . . . . . . . . .           2,475          5,624
Finished goods. . . . . . . . . .              78            647
Inventory at customers' locations           4,209          9,497
                                   --------------  -------------
                                   $       11,956  $      21,849
                                   ==============  =============
</TABLE>
Inventory  at  customers'  locations  represent  the  cost of systems shipped to
customers  for  which  we  are  awaiting  customer  acceptance.


ACCRUED EXPENSES

Accrued  expenses  comprise  the  following  (in  thousands):

<TABLE>
<CAPTION>
                                         SEPTEMBER 30,   DECEMBER 31,
                                              2001           2000
                                         --------------  ------------
<S>                                      <C>             <C>
System warranty                          $    1,058        $    757
Accrued commissions and incentives              155             242
Accrued compensation and related items          767             615
Federal, state and foreign income taxes         715             828
Other                                           371             873
                                         -----------     ----------
                                         $    3,066        $  3,315
                                         ==========       =========
</TABLE>


COMMON  STOCK

On May 17, 2001, we sold in a private transaction 2,541,785 shares of our common
stock,  and  warrants to purchase up to 1,270,891 of additional shares of common
stock,  for  aggregate  proceeds  of  approximately  $7.6  million.  Additional
warrants were issued to Burnham Securities and Wells Fargo Van Kasper, for their
services  as  placement  agents  in  the  transaction, for an additional 190,634
shares  of  our  common  stock.  The  warrants  issued  to the purchasers in the
private  placement  are  exercisable  for $3.50 per share.  The placement agents
have  an  aggregate  of  69,375  shares  underlying  their  warrants  that  are
exercisable  for  $3.00  per share and an aggregate of 121,259 shares underlying
their warrants that are exercisable for $5.24 per share.  The warrants expire on
May  13,  2006.

STOCK  COMPENSATION

In 1998 and 1999, the Company granted options to outside consultants to purchase
23,000  and  5,000  shares  of  common  stock,  respectively. These options have
exercise  prices between $0.875 and $3.03 per share. The options vest over three
years  and  expire  between  February  2001  and  March  2002. The work is to be
conducted  over  a three-year period coinciding with the vesting of the options.
Unvested  options  are to be forfeited if the consultants cease performing their
work.  The  Company  accounts  for  consultants' options in accordance with EITF
96-18,  "Accounting  for  Equity  Instruments  That  Are  Issued  to  Other Than
Employees  for Acquiring, or in Conjunction with Selling, Goods or Services." In
accordance  with  this  standard,  changes  in the estimated fair value of these
options  will be recognized as compensation expense in the period of the change.
The  Company  recorded  $16,000 and $232,000 for the nine months ended September
30,  2001  and  2000,  respectively.

In  addition,  the  Company  recorded  $28,000  and $194,000 for the nine months
ending  September  30, 2001 and 2000 respectively, resulting from a shortfall in
shares  approved  for  the  ESPP.  Aggregate  compensation  resulting  from  the
shortfall  of  approximately  $400,000 is being amortized through December 2001.
The calculation and recording of expense was made in accordance with EITF 97-12,
"Accounting  for  Increased  Share Authorizations in an IRS Section 423 Employee
Stock  Purchase  Plan  under  APB  Opinion  No.  25."  In  accordance  with this
consensus,  a  compensation  charge  is  calculated  for the amount by which the
quoted  stock  price  on  the  date  of  shareholder approval, less a 15 percent
discount,  exceeds  the  price at which options were granted under the ESPP. The
compensation  charge  so  determined  is  amortized over the term of the options
issued  under  the  ESPP  that  remains after shareholder approval of additional
shares.

LEGAL  PROCEEDINGS

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

On  June  6,  2001, ASM America, Inc. filed suit against us in the U.S. District
Court  for  the  Northern District of California asserting that our atomic layer
products  infringe  claims  of  U.S.  Patent  Nos. 6,015,590 and 5,916,365.  The
complaint  sought  unspecified  monetary  damages  and  equitable  relief.

On  August  1,  2001,  we  filed  our  response  in the patent infringement case
initiated  by ASM denying ASM's allegation that Genus infringes patents that ASM
claims  to  have  acquired.  In  our  response,  we  deny  ASM's allegations and
maintain  that  ASM's claims based on these patents are improper.  Additionally,
we  filed  a  counterclaim  against  ASM  International  N.V., charging ASM with
infringing  Genus'  U.S. Patent 5,294,568, entitled "Method of Selective Etching
Native  Oxide,"  and  with  committing antitrust violations designed to harm the
atomic  layer  deposition  market.

ASM  has filed a motion asking the court to dismiss our claim that ASM committed
inequitable  conduct  in  obtaining its patents, to dismiss our antitrust claim,
and to sever and stay our antitrust claim if not  dismissed.  A hearing on ASM's
motion  is  scheduled  for December 11, 2001.  In addition, claims  construction
hearings  have  been  scheduled  for  June  2002  on all of the patents in suit.

COMPREHENSIVE  LOSS

Statement  of  Financial  Accounting  Standards  No.  130 (SFAS 130), "Reporting
Comprehensive  Income"  establishes  rules  for  the  reporting  and  display of
comprehensive  income  and  its  components.

The  following  are  the  components  of comprehensive loss (in thousands):

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED             NINE MONTHS ENDED
                                                 SEPTEMBER 30,                 SEPTEMBER 30,
                                             2001             2000             2001        2000
                                          --------------------------------------------------------
<S>                                       <C>             <C>               <C>          <C>
Net income (loss). . . . . . . . . . . .  $     (744)    $     1,646       $ (1,466)    $ (10,750)
Foreign currency translation adjustment.         (59)              1            (63)           21
                                          -----------    -----------         --------    ---------
  Comprehensive income (loss). . . . . .  $     (803)    $     1,647       $ (1,529)    $ (10,729)
                                          ===========    ===========       =========     =========
</TABLE>


The  components  of  accumulated other comprehensive loss is as follows (in
thousands):

                                              SEPTEMBER 30,     DECEMBER 31,
                                                 2001              2000
                                               -------           -------
Cumulative  translation  adjustments          $ (2,085)        $ (2,022)
                                               ========         ========


RECENT  ACCOUNTING  PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Boards ("FASB") issued SFAS No.
133,  "Accounting  for  Derivative Instruments and Hedging Activities." SFAS 133
establishes  accounting  and  reporting  standards  for  derivative instruments,
including  certain  derivative  instruments embedded in other contracts, and for
hedging activities.  In July 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative  Instruments  and Hedging Activities - Deferral of the Effective Date
of  FASB  Statement  No.  133" which deferred the effective date until the first
fiscal  year  beginning after June 15, 2000.  In June 2000, the FASB issued SFAS
Statement  No.  138,  "Accounting for Certain Derivative Instruments and Certain
Hedging  Activities  -  an Amendment of SFAS 133."   SFAS No. 138 amends certain
terms  and  conditions  of  SFAS  133.  SFAS  133  requires  that all derivative
instruments  be  recognized at fair value as either assets or liabilities in the
statement  of  the  financial  position.  The accounting for changes in the fair
value  (i.e.,  gains or losses) of a derivative instrument depends on whether it
has been designated and qualifies as part of a hedging relationship and further,
on  the  type  of hedging relationship.  We adopted SFAS No. 133, as amended, on
January 1, 2001.  The adoption of SFAS No. 133 did not have a material impact on
the  Company's  consolidated  financial  statements.

In  July  2001, the FASB issued SFAS No. 141, "Business Combinations."  SFAS No.
141  requires  the  purchase  method  of  accounting  for  business combinations
initiated  after  June  30, 2001 and eliminates the pooling-of-interests method.
We  believe  the  adoption of SFAS No. 141 will not have a significant impact on
our  financial  statements.

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

In  August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal  of  Long-Lived Assets" ("SFAS 144"). SFAS 144 supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be  Disposed  Of,"  and  provides  further guidance regarding the accounting and
disclosure  of  long-lived  assets.  The  Company  is required to adopt SFAS 144
effective  January  1,  2002,  and has not yet determined the impact, if any, of
adoption.

<PAGE>


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

Statements in this report which express "belief", anticipation" or "expectation"
as  well  as  other statements which are not historical fact are forward-looking
statements  within  the meaning of Section 27A of the Securities Act of 1933 and
Section  21E  of  the  Securities  Exchange  Act  of 1934. These forward-looking
statements  are  subject  to  certain  risks  and uncertainties that could cause
actual  results  to  differ  materially  from  historical results or anticipated
results,  including  those  set forth under "Risk Factors" in this "Management's
Discussion  and  Analysis  of Financial Condition and Results of Operations" and
elsewhere  in  or  incorporated  by  reference  into  this report. The following
discussion should be read in conjunction with the Company's Financial Statements
and  Notes  thereto  included  in  this  report.

RESULTS  OF  OPERATIONS

NET  SALES.  Net  sales  for three and nine months ended September 30, 2001 were
$15.1 and $43.1 million, which represented increases of 4 percent and 73 percent
compared  to  the  net  sales  of  $14.5  million  and  $25.0  million  for  the
corresponding  periods  in  2000.  Five  systems  were accepted by our customers
during  the  third  quarter  of  2001, compared to four systems during the third
quarter  of  2000.  Three  of these systems were our new atomic level deposition
(ALD)  product  while  the  other two were our current generation chemical vapor
deposition  (CVD)  products.  During  the  nine months ended September 30, 2001,
eleven  systems  and  five upgrades were accepted, compared to seven systems and
two  upgrade  kits  in  the  first  nine  months  of  2000.

COST OF GOODS SOLD. Cost of goods sold for three and nine months ended September
30, 2001 was $10.3 million and $27.5 million, compared to $8.0 million and $15.1
million  for  the  same period in 2000. Gross profit as a percentage of revenues
was 32 percent for the quarter compared to 45 percent in the prior year quarter.
In  absolute  dollars,  gross  profit  was down $1.7 million from the prior year
quarter  and  was  adversely  impacted  by  three  factors:

-    First, inventory write-offs and other one-time adjustments of approximately
     $500,000;

-    Second,  unfavorable  manufacturing variances of approximately $1.1 million
     (in  June,  we  initiated  a  number of initiatives in our plant to improve
     workflow,  reduce  inventories,  and  significantly  increase  production
     capacity  in  our new multi-product, multi-film, multi-customer environment
     and,  although these actions helped us reduce inventories by $8 million and
     increase our shop floor capacity to produce 15 systems a quarter, they also
     resulted  in  higher  manufacturing  variances);  and

-    Third, service costs were $150,000 higher than in the third quarter of 2000
     due  to  our  investment  in  service  centers  in  Japan  and  Korea.

These  three  factors  more than offset the favorable impact of earning a higher
proportion  of  revenues  from  ALD  systems which enjoy higher margins than CVD
systems.

Our  gross  profits  have  historically  been  affected by variations in average
selling  prices, configuration differences, changes in the mix of product sales,
unit  shipment  levels,  the  level  of  foreign  sales  and competitive pricing
pressures.

RESEARCH  AND  DEVELOPMENT.  Research  and  development  (R&D)  expenses for the
quarter  ended September 30, 2001 were $2.6 million, or 17 percent of net sales,
compared  with  $2.0  million  or 14 percent of net sales for the same period in
2000.  For the nine months ended September 30, 2001, expenses were $8.8 million,
or 21 percent of sales, compared to $5.8 million, or 23 percent of sales for the
same  period  in  2000.  The increases in both quarter and year-to-date expenses
were  primarily  associated  with  the  development  costs of our 300-millimeter
product,  the  Lynx3,  which shipped in the third quarter of 2001. Over the past
six  quarters,  we  have  made  significant  investments  in our ALD technology,
particularly  in  new films and productivity improvements, and new CVD products,
including  tungsten  films.  We have also invested in semiconductor applications
for  ALD,  and  additionally  for  magnetic disk drives, telecommunications, and
inkjet printers. We believe these investments will enable us compete effectively
in  the  marketplace over the next 12 to 18 months. In August we started scaling
back  on  our  R&D  expenses  by  eliminating a number of contract positions and
implementing  salary  cuts of up to 20 percent for our entire workforce in order
to  respond  to  the  downturn  in  the industry. In October, we took additional
cost-cutting actions by implementing a restructuring program in which we further
reduced  contractor  positions.

SELLING,  GENERAL AND ADMINISTRATIVE. Selling, general and administrative (SG&A)
expenses  were  $2.7  million,  or  18  percent  of sales, for the quarter ended
September  30,  2001,  compared with $2.8 million or 19 percent of sales for the
second  quarter  of  2000.  Although headcount related to SG&A activities was 15
percent  higher  than in the prior year quarter, overall SG&A expenses were kept
lower  due to salary cuts, temporary plant shutdowns and stricter cost controls.
Also,  we  received  approximately  $200,000 from our sub-lessee for early lease
termination  that  was  recorded  as an offset to SG&A expenses in the September
2001  quarter. Year-to-date expenses were $8.0 million, slightly below the level
recorded  in  the  nine  months  ended September 2000. As a percentage of sales,
year-to-date  SG&A  expenses  in  2001  was 19 percent of sales, lower than last
year's  32  percent  of  sales  due  to  the  increased  sales  volumes.

OTHER  INCOME  (EXPENSE), NET. Other expenses for the third quarter of 2001 were
$207,000, primarily reflecting interest charges on bank loans, compared to other
income  of $101,000, reflecting interest income from cash deposits, for the same
period  in 2000. During the nine months ended September 30, 2001, other expenses
were  $127,000,  compared  to  income  of  $383,000  which  was primarily due to
interest  received  from  Samsung  and  foreign currency exchange gains recorded
during  the  first  half  of  2000.

PROVISION FOR INCOME TAXES. We did not record any provision for income taxes for
the  three  months ended September 30, 2001 as we recorded losses in our U.S and
foreign  subsidiaries. We provide for a full valuation allowance against the tax
benefit  associated  with  these losses. In the three months ended September 30,
2000 we recorded income tax expenses of $100,000 related to profits generated in
our South Korean subsidiary. For the nine months ended September 30, we recorded
a  provision  of  $69,000  compared  to $450,000 in the corresponding prior year
period.


LIQUIDITY  AND  CAPITAL  RESOURCES

At  September  30,  2001,  our  cash  and cash equivalents were $5.5 million, an
increase  of $2.4 million over cash and cash equivalents of $3.1 million held as
of  December 31, 2000.  Accounts receivable was $5.0 million, a decrease of $3.4
million from $8.4 million as of December 31, 2000, as we were able to collect on
most  of  our  overdue  receivables.  Cash  used by operating activities totaled
$200,000  for  the nine months ended September 30, 2001, and consisted primarily
of net loss of $1.5 million and decreases in deferred revenues of $14.2 million,
partially  offset  by  depreciation  of $2.0 million  and  reductions in working
capital,  primarily receivables of $3.4 million and inventories of $9.9 million.
Inventory reductions were primarily related to improved supply chain management,
decreases in inventory held at customer sites from $9.5 million to $4.2 million.

Financing  activities  provided  cash of $10.4 million for the nine months ended
September  30, 2001.  In May, we received approximately $7.5 million of proceeds
from  a  private  placement  and  from  issuance of common stock under the stock
option  plans  of  2.5  million  shares  of  our common stock.  Additionally, we
increased  our  net  short-term  borrowings  by  $2.8  million.

We made capital expenditures of $7.7 million for the nine months ended September
30, 2001. These expenditures were primarily related to the continuing program of
upgrading existing equipment in our development and applications laboratories to
meet  our  most  advanced system capabilities and specifications, especially for
our  ALD  processes.  This  has  improved  our  product  and  film  development
capabilities,  and  increased  our customer demonstration capabilities, which is
critical  in  the  sales  process.

Our  primary  source of funds at September 30, 2001 consisted of $5.5 million in
cash  and  cash  equivalents,  and  $5.0 million of accounts receivable, some of
which  has  been  collected and most of which we expect will have been collected
during  the  three  months  ending  December  31,  2001.

On  March  28,  2001, we converted our existing $10 million Venture Bank line of
credit  to  an asset-based line of credit.  Amounts available under the line are
based  on  80  percent  of eligible accounts receivable, including funds owed by
customers  for  shipments  that have not yet been accepted. Borrowings under the
line  are  secured  by all corporate assets and bear interest at 9.6 percent per
annum  and  an  administrative  fee of a quarter of one percent on all advances.
This  line does not have accounts receivable customer concentration limitations,
does  allow  borrowing  against  foreign  receivables,  and  has  no  financial
covenants.  It will expire in March, 2002.  Borrowings under this line were $2.6
million  as  of  September  30,  2001.

On  July  15, 2001, our 100 percent owned subsidiary in Japan, Genus Japan Inc.,
negotiated  a $3.0 million line of credit, secured by customer receivables, with
Aozora  Bank,  Ltd. in Tokyo. As of September 30, 2001, there was an outstanding
balance  of  $3.0  million  under  this  line  of  credit.

We  are  actively marketing our existing and new products, which we believe will
ultimately  lead  to  profitable operations.  However, there can be no assurance
the  currently  available funds will meet the company's cash requirements in the
future,  or,  that  any  required  additional funding will be available on terms
attractive  to  us,  which could have a material adverse affect on our business,
financial  condition  and results of operations. Any additional equity financing
may  be  dilutive  to  shareholders,  and  any  additional  debt  financing,  if
available,  may  involve  restrictive  covenants.


RECENT  ACCOUNTING  PRONOUNCEMENTS

In  June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133,  "Accounting  for  Derivatives  and  Hedging  Activities."  SFAS  No.  133
establishes  accounting  and  reporting  standards  for  derivative instruments,
including  certain  derivative  instruments embedded in other contracts, and for
hedging  activities. In July 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative  Instruments and Hedging Activities -- Deferral of the Effective Date
of  FASB  Statement  No. 133," which deferred the effective date until the first
fiscal  year  beginning  after June 15, 2000. In June 2000, the FASB issued SFAS
Statement  No.  138,  "Accounting for Certain Derivative Instruments and Certain
Hedging  Activities-an Amendment of SFAS 133." SFAS No. 138 amends certain terms
and conditions of SFAS 133. SFAS 133 requires that all derivative instruments be
recognized  at  fair  value  as either assets or liabilities in the statement of
financial position. The accounting for changes in the fair value (i.e., gains or
losses) of a derivative instrument depends on whether is has been designated and
qualifies  as part of a hedging relationship and further, on the type of hedging
relationship.  We  adopted  SFAS  No.  133,  as amended, on January 1, 2001. The
adoption  of  SFAS  No.  133  did  not  have  a material impact on our financial
statements.

In  July  2001,  the FASB issued SFAS No. 141, "Business Combinations." SFAS No.
141  requires  the  purchase  method  of  accounting  for  business combinations
initiated after June 30, 2001 and eliminates the pooling-of-interests method. We
believe  the  adoption of SFAS No. 141 will not have a significant impact on our
financial  statements.

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

In  August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal  of  Long-Lived Assets" ("SFAS 144"). SFAS 144 supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be  Disposed  Of,"  and  provides  further guidance regarding the accounting and
disclosure  of  long-lived  assets.  The  Company  is required to adopt SFAS 144
effective  January  1,  2002,  and has not yet determined the impact, if any, of
adoption.


<PAGE>


                                  RISK FACTORS

Certain sections of Management's Discussion and Analysis contain forward-looking
statements  within  the meaning of Section 27A of the Securities Act of 1933, as
amended,  and  Section  21E  of the Securities Exchange Act of 1934, as amended.
Actual  results  could  differ  materially  from  those  projected  in  the
forward-looking  statements  as  a  result  of  the  factors  set forth above in
Management's  Discussion  and  Analysis  and  this  Risk  Factors  section.  The
discussion  of  these  factors  is  incorporated  by  this  reference as if said
discussion  was  fully  set  forth  in  Management's  Discussion  and  Analysis.

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

We have experienced  losses  of $2.9 million, $3.2 million and $26.0 million for
2000,  1999  and 1998, respectively. These numbers have been restated to reflect
the retroactive application of the change in accounting principle under SAB 101.

We  may  not  be able to attain or sustain consistent future revenue growth on a
quarterly or annual basis, or achieve and maintain consistent profitability on a
quarterly  or  annual  basis.

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

Historically,  we  have  relied on a small number of customers for a substantial
portion  of  our  net sales.  For example, Samsung Electronics Company, Ltd. and
Infineon  Technologies  accounted  for approximately 91 percent and 5 percent of
our  net  sales  in 2000.  In the first nine months of 2001, Samsung Electronics
Company,  Ltd.,  Read-Rite and Infineon Technologies accounted for approximately
72  percent,  8  percent and 6 percent, respectively, of our net sales.  Samsung
Electronics  and  Read-Rite  represented  approximately  34  percent of accounts
receivables  at  September  30,  2001.  The semiconductor manufacturing industry
generally  consists  of  a limited number of larger companies.  Consequently, we
expect  that  a significant portion of our future product sales will continue to
be  concentrated within a limited number of customers, even though we are making
progress  in reducing the concentration of our reliance on customers through our
strategy  of  product  and  customer  diversification


None  of  our customers has entered into a long-term agreement with us requiring
them  to  purchase  our  products.  In  addition,  sales  to these customers may
decrease  in the future when they complete their current semiconductor equipment
purchasing  requirements.  If  any  of our customers were to encounter financial
difficulties  or  become  unable  to  continue to do business with us at or near
current  levels,  our  business,  results  of operations and financial condition
would  be  materially  harmed.  Customers may delay or cancel orders or may stop
doing  business  with  us  for  a  number  of  reasons  including:
  -   customer  departures  from  historical  buying  patterns;
  -   general  market  conditions;
  -   economic  conditions;  or
  -   competitive  conditions in the semiconductor industry or in the industries
      that  manufacture  products  utilizing  integrated  circuits.

OUR  QUARTERLY  FINANCIAL  RESULTS FLUCTUATE SIGNIFICANTLY AND MAY FALL SHORT OF
ANTICIPATED  LEVELS,  WHICH  COULD  CAUSE  OUR  STOCK  PRICE  TO  DECLINE

Our  net sales and operating results may fluctuate significantly from quarter to
quarter.  For example, in the year 2000, our quarterly revenues ranged from $3.8
million  to  $15.7  million  with  the  bottom line ranging from a loss of $10.3
million  to  a  profit  of  $1.6  million.

We  derive  our  revenue primarily from the sale of a relatively small number of
high-priced  systems,  many  of which may be ordered and shipped during the same
quarter.  Our results of operations for a particular quarter could be materially
adversely  affected  if  anticipated orders, for even a small number of systems,
were  not  received  in  time to enable shipment during the quarter, anticipated
shipments  were  delayed  or canceled by one or more customers or shipments were
delayed  due  to manufacturing difficulties.  At our current revenue level, each
sale,  or  failure  to  make  a  sale,  could  have  a  material  effect  on us.

Our  lengthy  sales  cycle, coupled with our customers' competing capital budget
considerations,  makes  the  timing  of  customer orders uneven and difficult to
predict.  Our  backlog  at the beginning of a quarter typically does not include
all  orders  required  to  achieve  our sales objectives for that quarter.  As a
result,  our net sales and operating results for a quarter depend on us shipping
orders  as  scheduled  during  that  quarter as well as obtaining new orders for
systems to be shipped in that same quarter.  Any delay in scheduled shipments or
in  shipments  from  new  orders would materially harm our operating results for
that  quarter,  which  could  cause  our  stock  price  to  decline.

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

Export  sales  accounted for approximately 98 percent, 86 percent and 56 percent
of  our  total net sales in 2000, 1999 and 1998, respectively, and accounted for
92  percent  of  our  total net sales during the first nine months of 2001.  Net
sales  to  our  South  Korean-based  customers  accounted  for  approximately 92
percent,  84  percent and 30 percent of total net sales in 2000, 1999, and 1998,
respectively,  and  accounted for 72 percent of our total net sales in the first
nine months of 2001.  We anticipate that international sales, including sales to
South  Korea,  will  continue  to  account  for a significant portion of our net
sales.  As  a  result, a significant portion of our net sales will be subject to
risks,  including:
  -   unexpected  changes  in  law  or  regulatory  requirements;
  -   exchange  rate  volatility;
  -   tariffs  and  other  barriers;
  -   political  and  economic  instability;
  -   difficulties  in  accounts  receivable  collection;
  -   extended  payment  terms;
  -   difficulties  in  managing  distributors  or  representatives;
  -   difficulties  in  staffing  our  subsidiaries;
  -   difficulties  in  managing  foreign  subsidiary  operations;  and
  -   potentially  adverse  tax  consequences.

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

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

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

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

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

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

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

After  the  dramatic industry boom for semiconductor equipment that peaked early
in  the  year  2000,  another  cyclical downturn that is extraordinarily deep is
presently  occurring.  Industry  reports anticipate a fall of 45 percent in 2001
compared to 2000.  This sharp and severe industry downturn is the largest in the
industry's  history  and  it  is  occurring  with a slowdown of the U.S. economy
overall. Almost all previous downturns have been solely due to pricing declines.
The  current  downturn  in  the  industry  marks a corresponding decline in unit
production.  Genus recently reported a loss for our third quarter 2001 financial
results.  There  is a risk that our revenues and operating results will continue
to  be  further impacted by the continued downturn in the semiconductor industry
and  global  economy.

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

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

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

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

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

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

If our competitors enter into strategic relationships with leading semiconductor
manufacturers  covering thin film products similar to those sold by us, it would
materially  adversely  affect  our  ability  to  sell  our  products  to  such
manufacturers.  In  addition,  to  expand  our  sales  we must often replace the
systems  of our competitors or sell new systems to customers of our competitors.
Our competitors may develop new or enhanced competitive products that will offer
price or performance features that are superior to our systems.  Our competitors
may  also  be  able  to respond more quickly to new or emerging technologies and
changes  in  customer  requirements,  or  to  devote  greater  resources  to the
development,  promotion  and sale of their product lines.  We may not be able to
maintain  or  expand  our  sales  if  our  resources  do not allow us to respond
effectively  to  such  competitive  forces.

WE  MAY  NOT ACHIEVE ANTICIPATED REVENUE GROWTH IF WE ARE NOT SELECTED AS VENDOR
OF  CHOICE  FOR  NEW  OR  EXPANDED FABRICATION FACILITIES AND IF OUR SYSTEMS AND
PRODUCTS  DO  NOT  ACHIEVE  BROADER  MARKET  ACCEPTANCE

Because  semiconductor  manufacturers  must  make  a  substantial  investment to
install  and  integrate  capital  equipment  into  a  semiconductor  fabrication
facility,  these  manufacturers  will  tend  to  choose  semiconductor equipment
manufacturers  based  on  established  relationships,  product compatibility and
proven  financial  performance.

Once  a  semiconductor  manufacturer  selects  a  particular  vendor's  capital
equipment,  the  manufacturer  generally relies for a significant period of time
upon  equipment  from  this  vendor  of  choice for the specific production line
application.  To  do  otherwise  creates  risk  for the manufacturer because the
manufacture  of  a  semiconductor  requires many process steps and a fabrication
facility will contain many different types of machines that must work cohesively
to  produce  products  that meet the customers' specifications.  If any piece of
equipment  fails  to  perform  as expected, the customer could incur significant
costs related to defective products, production line downtime, or low production
yields.

Since  most  new  fabrication  facilities  are  similar  to  existing  ones,
semiconductor  manufacturers  tend to continue using equipment that has a proven
track  record.  Based  on  our  experience with major customers like Samsung, we
have  observed  that  once  a  particular  piece of equipment is selected from a
vendor,  the  customer  is  likely  to  continue  purchasing  that same piece of
equipment  from the vendor for similar applications in the future.  Our customer
list,  though limited, has expanded in recent months.  Yet our broadening market
share  remains  at  risk  to  choices  made  by  customers  that  continue to be
influenced  by  pre-existing  installed  bases  by  competing  vendors.

A  semiconductor  manufacturer  frequently will attempt to consolidate its other
capital  equipment  requirements with the same vendor.  Accordingly, we may face
narrow  windows  of  opportunity  to  be  selected  as the "vendor of choice" by
potential  new  customers.  It  may  be difficult for us to sell to a particular
customer  for  a  significant  period  of  time  once  that  customer  selects a
competitor's  product,  and  we  may  not  be  successful  in  obtaining broader
acceptance of our systems and technology.  If we are not able to achieve broader
market  acceptance  of  our systems and technology, we may be unable to grow our
business  and  our  operating  results  and  financial condition will be harmed.

OUR  LENGTHY  SALES  CYCLE INCREASES OUR COSTS AND REDUCES THE PREDICTABILITY OF
OUR  REVENUE

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

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

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

Our  success  depends  in  part  on our proprietary technology.  There can be no
assurance  that  we  will  be able to protect our technology or that competitors
will not be able to develop similar technology independently.  We currently have
a  number  of  United  States  and  foreign  patents  and  patent  applications.

On  August  1,  2001,  we  filed  a counterclaim against ASM International N.V.,
charging  ASM  with infringing Genus' U.S. Patent 5,294,568, entitled "Method of
Selective  Etching  Native  Oxide,"  and  with  committing  antitrust violations
designed  to  harm  the atomic layer deposition market.   ASM has filed a motion
asking  the court to dismiss our claim that ASM committed inequitable conduct in
obtaining its patents, to dismiss our antitrust claim, and to sever and stay our
antitrust  claim  if  not dismissed.  A hearing on ASM's motion is scheduled for
December  11,  2001.  In  addition,  claims  construction  hearings  have  been
scheduled  for  June  2002  on  all  of  the  patents  in  suit.


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

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

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

On  June  6,  2001, ASM America, Inc. filed suit against us in the U.S. District
Court  for  the  Northern District of California asserting that our atomic layer
products  infringe  claims  of  U.S.  Patent  Nos. 6,015,590 and 5,916,365.  The
complaint  sought  unspecified  monetary  damages  and  equitable  relief.

On  August  1,  2001,  we  filed  our  response  in the patent infringement case
initiated  by ASM denying ASM's allegation that Genus infringes patents that ASM
claims to have acquired.  In our response, we deny ASM's and maintain that ASM's
claims  based  on  these  patents  are  improper.

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

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

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

Because of competition for additional qualified personnel, we may not be able to
recruit  or  retain necessary personnel, which could impede development or sales
of  our  products.  Our  growth  depends  on  our  ability to attract and retain
qualified,  experienced  employees.  There  is  substantial  competition  for
experienced  engineering, technical, financial, sales and marketing personnel in
our  industry.  In  particular, we must attract and retain highly skilled design
and  process engineers.  Competition for such personnel is intense, particularly
in  the  San  Francisco Bay Area where we are based.  If we are unable to retain
our  existing  key  personnel,  or  attract  and  retain  additional  qualified
personnel,  we may from time to time experience inadequate levels of staffing to
develop  and  market  our products and perform services for our customers.  As a
result,  our  growth could be limited due to our lack of capacity to develop and
market  our  products  to  customers,  or  fail  to meet delivery commitments or
experience  deterioration  in service levels or decreased customer satisfaction.

OUR FAILURE TO COMPLY WITH ENVIRONMENTAL REGULATIONS COULD RESULT IN SUBSTANTIAL
LIABILITY  TO  US

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

We use the following regulated gases at our manufacturing facility in Sunnyvale:
tungsten  hexafluoride,  dichlorosilane  silicide, silane and nitrogen.  We also
use  regulated liquids such as hydrofluoric acid and sulfuric acid.  The city of
Sunnyvale,  California,  imposes  high  environmental  standards  to  businesses
operating  within the city.  Genus has met the city's stringent requirements and
has  received  an  operating  license from Sunnyvale.  Presently, our compliance
record  indicates  that  our  methods and practices successfully meet standards.
Moving  forward,  if  we fail to continuously maintain high standards to prevent
the leakage of any toxins from our facilities into the environment, restrictions
on  our  ability to expand or continue to operate our present locations could be
imposed  upon us or we could be required to acquire costly remediation equipment
or  incur  other  significant  expenses.

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

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

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

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

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

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

THE  PRICE  OF  OUR  COMMON STOCK HAS FLUCTUATED IN THE PAST AND MAY CONTINUE TO
FLUCTUATE  SIGNIFICANTLY IN THE FUTURE, WHICH MAY LEAD TO LOSSES BY INVESTORS OR
TO  SECURITIES  LITIGATION

Our common stock has experienced substantial price volatility, particularly as a
result  of  quarter-to-quarter  variations  in  our,  our  competitors  or  our
customers'  actual  or  anticipated  financial  results,  our competitors or our
customers'  announcements  of  technological  innovations,  revenue  recognition
policies,  changes in earnings estimates by securities analysts and other events
or  factors.  Also,  the  stock  market has experienced extreme price and volume
fluctuations  which have affected the market price of many technology companies,
in  particular, and which have often been unrelated to the operating performance
of  these  companies.  These  broad  market  fluctuations,  as  well  as general
economic  and  political  conditions  in  the United States and the countries in
which we do business, may adversely effect the market price of our common stock.

In  the  past,  securities  class  action  litigation  has often been instituted
against  a company following periods of volatility in the company's stock price.
This  type of litigation, if filed against us, could result in substantial costs
and  divert  our  management's  attention  and  resources.

BUSINESS  INTERRUPTIONS  COULD  ADVERSELY  AFFECT  OUR  BUSINESS

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

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

As  of  September  30,  2001 we have a total of 4,606,568 shares of common stock
underlying  warrants  and  outstanding  employee  stock  options.  Of  the stock
options,  1,869,519  shares  are  currently  exercisable.  All  of  the  shares
underlying  the  warrants  are  currently  exercisable.

There are 1,461,525 shares of our common stock underlying the warrants issued to
the  shareholders.  Of these shares,  1,270,891 have an exercise price of $3.50;
69,375  have  an  exercise price of $3.00; and 121,259 have an exercise price of
$5.24.  In  addition,  Venture  Banking  Group, a division of Cupertino National
Bank, holds a warrant, issued October 14, 1999, to purchase 25,000 shares of our
common  stock  at an exercise price of $2.39.  The warrants have terms providing
for  an  adjustment of the number of shares underlying the warrants in the event
that  we  issue  new  shares  at  a  price  lower than the exercise price of the
warrants,  where  we  make a distribution of common stock to our shareholders or
effect  a  reclassification.

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

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

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

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

                           FORWARD-LOOKING STATEMENTS

We  make  forward-looking  statements  in  this  report that may not prove to be
accurate. This report contains or incorporates forward-looking statements within
the  meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities  Exchange  Act  of  1934  regarding,  among other items, our business
strategy,  growth  strategy  and anticipated trends in our business. We may make
additional  written  or  oral  forward-looking  statements  from time to time in
filings  with  the  Securities and Exchange Commission or otherwise. When we use
the  words "believe," "expect," "anticipate," "project" and similar expressions,
this  should  alert  you  that  this  is  a  forward-looking  statement.

We  base  these forward-looking statements on our expectations. They are subject
to  a  number of risks and uncertainties that cannot be predicted, quantified or
controlled.  Future events and actual results could differ materially from those
set  forth  in,  contemplated  by, or underlying the forward-looking statements.
Statements  in  this  report,  and  in  documents incorporated into this report,
including  those  set  forth  above  in  "Risk Factors," describe factors, among
others,  that  could contribute to or cause these differences. In light of these
risks  and  uncertainties,  there  can  be no assurance that the forward-looking
information  contained  in  this  report  will  in fact transpire or prove to be
accurate.  All  subsequent  written  and  oral  forward-looking  statements
attributable  to  us  or persons acting on our behalf are expressly qualified in
their  entirety  by  this  section.


ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

We  face exposure to adverse movements in foreign currency exchange rates. These
exposures  may  change  over  time  as  our  business practices evolve and could
seriously  harm  our  financial  results. All of our international sales, except
spare  parts  and  service  sales  made  by  our  subsidiary in South Korea, are
currently denominated in U.S. dollars. All spare parts and service sales made by
the South Korean subsidiary are WON denominated. An increase in the value of the
U.S.  dollar  relative  to  foreign  currencies  could  make  our  products more
expensive and, therefore, reduce the demand for our products. Reduced demand for
our  products  could  materially  adversely  affect  our  business,  results  of
operations  and  financial  condition.

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

<PAGE>

                           PART II.  OTHER INFORMATION



ITEM  1.  LEGAL  PROCEEDINGS

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

On  June  6,  2001, ASM America, Inc. filed suit against us in the U.S. District
Court  for  the  Northern District of California asserting that our atomic layer
products  infringe  claims  of  U.S.  Patent  Nos. 6,015,590 and 5,916,365.  The
complaint  sought  unspecified  monetary  damages  and  equitable  relief.

On  August  1,  2001,  we  filed  our  response  in the patent infringement case
initiated  by ASM denying ASM's allegation that Genus infringes patents that ASM
claims  to  have  acquired.  In  our  response,  we  deny  ASM's allegations and
maintain  that  ASM's claims based on these patents are improper.  Additionally,
we  filed  a  counterclaim  against  ASM  International  N.V., charging ASM with
infringing  Genus'  U.S. Patent 5,294,568, entitled "Method of Selective Etching
Native  Oxide,"  and  with  committing antitrust violations designed to harm the
atomic  layer  deposition  market.  ASM  has  filed a motion asking the court to
dismiss  our  claim  that  ASM  committed  inequitable  conduct in obtaining its
patents,  to  dismiss  our  antitrust claim, and to sever and stay our antitrust
claim if not dismissed.  A hearing on ASM's motion is scheduled for December 11,
2001.  In  addition,  claims  construction hearings have been scheduled for June
2002  on  all  of  the  patents  in  suit.


ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

On May 17, 2001, we sold in a private transaction 2,541,785 shares of our common
stock,  and  warrants to purchase up to 1,270,891 of additional shares of common
stock,  for aggregate proceeds of approximately $7.6 million.  We also issued an
aggregate  of  190,634  warrants to Burnham Securities, Inc. and Wells Fargo Van
Kasper  as  partial  compensation  for their services as placement agents in the
transaction.  The warrants issued to the purchasers in the private placement are
exercisable  for  $3.50  per  share.  The  placement agents have an aggregate of
69,375 shares underlying their warrants that are exercisable for $3.00 per share
and  an  aggregate  of  121,259  shares  underlying  their  warrants  that  are
exercisable  for  $5.24  per share.  Each warrant is exercisable to purchase one
share  of our common stock at any time until May 13, 2006.  The warrants include
a  net  exercise  provision  permitting the holders to pay the exercise price by
cancellation  of  a number of shares with a fair market value equal to the price
of  the  warrants.

We  may  request  the  holders  of  the warrants issued to the purchasers in the
private  placement to exercise them if the closing price per share of our common
stock  is  greater  than  $5.25  for  each  of  the ten trading days immediately
preceding  the  date we give notice to the holders of our decision to effect the
exercise.  Under  the  terms  of this mandatory exercise provision, a holder can
choose  not  to  exercise  his  or her warrants, although such holder would then
forfeit  rights,  title and interest under the warrants to the extent that he or
she  fails  to  exercise  within  thirty  calendar days of receiving our notice.

The  warrants  issued  to  the  purchasers  in  the  private  placement  include
antidilution  provisions  under  section  5,  including provisions that call for
adjustments  in  the  number  of  shares  of  stock  issued upon exercise of the
warrants  to  prevent  dilution  to  the  holders of the warrants because of (i)
dividends or distributions in common stock; (ii) reclassifications of the common
stock; or (iii) the issuance of new stock at less than the exercise price of the
warrants.

The  warrants  issued to the placement agents differ from the warrants issued to
the  investors  in  the  private  placement  in  that the warrants issued to the
placement  agents  (i)  have no mandatory exercise provision; and (ii) require a
more  relaxed  adjustment, called a broad-based adjustment, which requires fewer
additional  shares to be issued to the shareholders to prevent dilution if Genus
issues  new  stock  at  less  than  the  exercise  price  of  the  warrant.

If  all  the  warrants are exercised for cash and converted to common stock, the
additional  net  proceeds  would  total $5.0 million.  The net proceeds from the
private  placement  are being used to fund inventory, sales and sales support to
address  new  customers,  working  capital  and  general  corporate  matters.

We  entered  into  a  registration  rights  agreement  with  the  purchasers  in
connection with the private transaction that required us register the securities
for resale under the Securities Act of 1933 by filing a registration statement a
Form S-3.  Accordingly, we made such a filing and Amendment 4 to the Genus, Inc.
S-3  Registration  Statement  became  effective with the Securities and Exchange
Commission  on  August  17,  2001.



ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits

        None.


(b)     Report  on  Form  8-K

        The  company  filed  a  Current  Report  on  Forms  8-K,  on  August 16,
        2001.

<PAGE>

                                   GENUS, INC.
                                   SIGNATURES


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




Date:  November  14,  2001                 GENUS,  INC.



                                            /s/  William  W.R.  Elder
                                                --------------------------------
                                               William  W.R.  Elder,  President,
                                        Chief  Executive  Officer  and  Chairman



                                           /s/  Shum  Mukherjee
                                                --------------------------------
                                                       Shum  Mukherjee
                                              Chief  Financial  Officer
                                           (Principal  Financial  and  Principal
                                                 Accounting  Officer)