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 March 31, 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  May  8,  2001:   19,431,323
                                                ------------

                                        1
<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
                                                               MARCH 31,
                                                          2001            2000
                                                   -------------------  ---------
<S>                                                <C>                  <C>
Net sales . . . . . . . . . . . . . . . . . . . .  $            14,309  $  3,826
Costs and expenses:
  Cost of goods sold. . . . . . . . . . . . . . .                8,603     2,844
  Research and development. . . . . . . . . . . .                3,004     1,760
  Selling, general and administrative . . . . . .                2,518     2,825
                                                   -------------------  ---------
Income (loss) from operations . . . . . . . . . .                  184    (3,603)

Other income (expenses), net. . . . . . . . . . .                    2       286
                                                   -------------------  ---------
Income (loss) before income taxes and cumulative
  effect of change in accounting principle. . . .                  186    (3,317)

Provision for income taxes. . . . . . . . . . . .                   55       250
                                                   -------------------  ---------
Income (loss) before cumulative effect of
  change in accounting principle. . . . . . . . .                  131    (3,567)

Cumulative effect of change in
  accounting principle. . . . . . . . . . . . . .                   --    (6,770)
                                                   -------------------  ---------

Net income (loss) . . . . . . . . . . . . . . . .  $               131  $(10,337)
                                                   ===================  =========

Income (loss) per share before
  cumulative effect of change in
  accounting principle:
  Basic . . . . . . . . . . . . . . . . . . . . .  $              0.01  $  (0.19)
  Diluted . . . . . . . . . . . . . . . . . . . .                 0.01     (0.19)
Net income (loss) per share:
  Basic . . . . . . . . . . . . . . . . . . . . .                 0.01     (0.56)
  Diluted . . . . . . . . . . . . . . . . . . . .  $              0.01  $  (0.56)

Shares used in per share calculation - basic. . .               19,379    18,569
                                                   ===================  =========
Shares used in per share calculation - diluted. .               19,926    18,569
                                                   ===================  =========
</TABLE>


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


                                        2
<PAGE>

                          GENUS, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                        MARCH 31,    DECEMBER 31,
                                                          2001           2000
                                                       -----------  --------------
<S>                                                    <C>          <C>

ASSETS
Current Assets:
  Cash and cash equivalents . . . . . . . . . . . . .  $    3,092   $       3,136
  Accounts receivable (net of allowance for doubtful
    accounts of $363 in 2001 and $363 in 2000). . . .       5,034           8,479
  Inventories . . . . . . . . . . . . . . . . . . . .      19,143          21,849
  Other current assets. . . . . . . . . . . . . . . .         689             675
                                                       -----------  --------------
    Total current assets. . . . . . . . . . . . . . .      27,958          34,139
  Equipment, furniture and fixtures, net. . . . . . .      13,279          10,207
  Other assets, net . . . . . . . . . . . . . . . . .         183             189
                                                       -----------  --------------
    Total assets. . . . . . . . . . . . . . . . . . .  $   41,420   $      44,535
                                                       ===========  ==============

LIABILITIES
Current Liabilities:
  Short-term bank borrowings. . . . . . . . . . . . .  $    2,789   $       2,719
  Accounts payable. . . . . . . . . . . . . . . . . .       9,379           8,647
  Accrued expenses. . . . . . . . . . . . . . . . . .       3,031           3,315
  Deferred revenue and customer deposits. . . . . . .      14,673          18,562
                                                       -----------  --------------
    Total current liabilities . . . . . . . . . . . .      29,872          33,243
                                                       -----------  --------------

Contingencies (see notes)

SHAREHOLDERS' EQUITY
Common stock, no par value:
  Authorized 50,000,000 shares;
    Issued and outstanding 19,426,656 shares at
    March 31, 2001 and 19,319,000 shares at
    December 31, 2000 . . . . . . . . . . . . . . . .     102,996         102,837
  Accumulated deficit . . . . . . . . . . . . . . . .     (89,392)        (89,523)
  Accumulated other comprehensive loss. . . . . . . .      (2,056)         (2,022)
                                                       -----------  --------------
    Total shareholders' equity. . . . . . . . . . . .      11,548          11,292
                                                       -----------  --------------
    Total liabilities and shareholders' equity. . . .  $   41,420   $      44,535
                                                       ===========  ==============
</TABLE>


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

                                        3
<PAGE>
                          GENUS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                              THREE  MONTHS  ENDED
                                                                     MARCH 31,
                                                                 2001      2000
                                                                --------  ---------
<S>                                                         <C>          <C>       <C>
Cash flows from operating activities:
  Net income (loss)                                         $     131   $(10,337)
  Adjustments to reconcile net income (loss) to net cash
    from operating activities:
    Cumulative effect of change in accounting principle. .          --     6,770
    Depreciation . . . . . . . . . . . . . . . . . . . . .         534       414
    Stock-based compensation . . . . . . . . . . . . . . .          36        82
    Changes in assets and liabilities:
      Accounts receivable. . . . . . . . . . . . . . . . .       3,445    (3,633)
      Inventories. . . . . . . . . . . . . . . . . . . . .       2,706    (4,125)
      Other assets . . . . . . . . . . . . . . . . . . . .          (8)     (105)
      Accounts payable . . . . . . . . . . . . . . . . . .         732     1,745
      Accrued expenses . . . . . . . . . . . . . . . . . .        (284)      351
      Deferred revenue and customer deposits . . . . . . .      (3,889)    6,835
                                                            -----------  --------
      Net cash provided by (used in) operating activities.       3,403    (2,003)
                                                            -----------  --------
Cash flows from investing activities:
  Acquisition of equipment, furniture and fixtures . . . .      (3,606)     (769)
                                                            -----------  --------
      Net cash used in investing activities. . . . . . . .      (3,606)     (769)
                                                            -----------  --------
Cash flows from financing activities:
  Proceeds from issuance of common stock . . . . . . . . .         123       665
  Proceeds from short-term bank borrowings . . . . . . . .          70     4,000
                                                            -----------  --------
      Net cash provided by financing activities. . . . . .         193     4,665
                                                            -----------  --------

Effect of exchange rate changes on cash                            (34)       21
                                                            -----------  --------

Net increase (decrease) in cash and cash equivalents               (44)    1,914
Cash and cash equivalents, beginning of period                   3,136     6,739
                                                            -----------  --------
Cash and cash equivalents, end of period                    $    3,092   $ 8,653
                                                            ===========  ========
</TABLE>



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

                                        4
<PAGE>
                          GENUS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           MARCH 31, 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.

     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.

     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).

Net  Income  (Loss)  Per  Share

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


<TABLE>
<CAPTION>



                                                THREE MONTHS
                                               ENDED MARCH 31,
<S>                                   <C>               <C>
                                                  2001     2000*
                                      ----------------  ---------
Basic:
  Net income (loss)                   $            131  $(10,337)
                                      ================  =========
  Weighted average common shares
    outstanding. . . . . . . . . . .            19,379    18,569
                                      ================  =========
  Basic net income (loss) per share   $           0.01  $  (0.56)
                                      ================  =========

Diluted:
  Net income (loss)                   $            131  $(10,337)
                                      ================  =========
  Weighted average common shares
    outstanding. . . . . . . . . . .            19,379    18,569
  Effect of dilutive stock options .               544         0
  Effect of dilutive warrants. . . .                 3         0
                                      ----------------  ---------
                                                19,926    18,569
                                      ================  =========

Diluted net income (loss) per share   $           0.01  $  (0.56)
                                      ================  =========
</TABLE>


*Restated  to  reflect  change  in  accounting  principle.



                                        5
<PAGE>
                          GENUS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           MARCH 31, 2001 (UNAUDITED)

     Stock options to purchase approximately 1,893,304 weighted shares of common
stock were excluded from the computation of diluted net income per share for the
quarter ended March 31, 2001, because the exercise price of the options exceeded
the  average fair market value of the stock for the three months ended March 31,
2001.

     Stock  options  to  purchase approximately 2,242,375 shares of common stock
were  outstanding  during  the  three  months  ended March 31, 2000 but were not
included  in the computation of diluted loss per share because the Company had a
net  loss  for  the  three  months  ended  March  31,  2000.

     Warrants to purchase 400,000 shares of common stock were outstanding during
the  three  months ended March 31, 2000 but were not included in the computation
of  diluted  loss  per  share  because  the Company had a net loss for the three
months  ended  March  31,  2000.

     Statement  of  Cash  Flow  Information  (amounts  in  thousands):

<TABLE>
<CAPTION>

                                           THREE MONTHS ENDED
                                                MARCH 31,
                                            2001          2000
                                           ------        ------
<S>                                          <C>          <C>
Supplemental cash flow information:
  Cash paid during the period for:
    Interest. . . . . . . . . . . .     $      60          $   0
    Income taxes. . . . . . . . . .     $     273          $  68
</TABLE>


     Line  of  Credit.  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% of eligible accounts receivable, and borrowings
under the line are secured by all corporate assets and bear interest at 9.6% 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.  There is an outstanding balance of
$2,789,000  against  this  line  of  credit.

INVENTORIES
Inventories  comprise  the  following  (in  thousands):
<TABLE>
<CAPTION>
                                   MARCH 31,   DECEMBER 31,
                                      2001         2000
                                   ----------  -------------
<S>                                <C>         <C>
Raw materials and purchased parts  $    6,411  $       6,081
Work in process . . . . . . . . .       4,022          5,624
Finished goods. . . . . . . . . .         956            647
Inventory at customers' locations       7,754          9,497
                                   ----------  -------------
                                   $   19,143  $      21,849
                                   ==========  =============
</TABLE>

                                        6
<PAGE>
                          GENUS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           MARCH 31, 2001 (UNAUDITED)

ACCRUED  EXPENSES
Accrued  expenses  comprise  the  following  (in  thousands):

<TABLE>
<CAPTION>

                                         MARCH 31,   DECEMBER 31,
                                            2001         2000
                                         ----------  -------------
<S>                                      <C>         <C>
System warranty . . . . . . . . . . . .  $      730      $     757
Accrued commissions and incentives. . .         146            242
Accrued compensation and related items.         738            615
Federal, state and foreign income taxes         589            828
Other . . . . . . . . . . . . . . . . .         828            873
                                         ----------     ----------
                                         $    3,031      $   3,315
                                         ==========      ==========
</TABLE>


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  are  being  sought by the plaintiffs.  Recently, a demand was placed by
the  plaintiff  that  is within our insurance policy limits. While we believe we
are not at fault in this matter, we have instructed our insurance carrier to pay
the  demand  in  an  effort  to  avoid the costs associated with going to trial.
Although  the  outcome  of  this matter is not presently determinable, we do not
believe  that  resolution  of this matter will have a material adverse effect on
our  financial  position  or  results  of  operations.


COMPREHENSIVE  INCOME  (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  income  (loss) (in
thousands):


<TABLE>
<CAPTION>

                                         THREE  MONTHS  ENDED
                                                MARCH 31,
                                             2001        2000*
                                          -----------  ---------
<S>                                       <C>          <C>
Net income (loss). . . . . . . . . . . .  $      131   $(10,337)
Foreign currency translation adjustment.         (34)        21
                                          -----------  ---------
  Comprehensive income (loss). . . . . .  $       97   $(10,316)
                                          ===========  =========
</TABLE>

*Restated  to  reflect  change  in  accounting  principle.



                                        7
<PAGE>
                          GENUS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           MARCH 31, 2001 (UNAUDITED)


     The  components  of  accumulated other comprehensive income, are as follows
(in  thousands):

<TABLE>
<CAPTION>
                                     MARCH 31,    DECEMBER 31,
                                       2001           2000
                                    -----------  --------------
<S>                                 <C>          <C>
Cumulative translation adjustments  $   (2,056)  $      (2,022)
                                    ===========  ==============
</TABLE>



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.

                                        8
<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  the  quarter  ended March 31, 2001 were $14.3
compared  to  net  sales  of  $3.8 million for the corresponding period in 2000.
First  quarter  revenue  consisted  of  two  systems and a significant number of
system  upgrades  that  were accepted by the customer. Under SAB 101, we believe
customer acceptance is required for revenue recognition purposes on orders where
Genus  is  required  to  provide  installation services. In the first quarter of
2000,  only  one  system  was  accepted  by  the  customer.

     COST OF GOODS SOLD. Cost of goods sold for the quarter ended March 31, 2001
was  $8.6  million  compared  to $2.8 million for the same period in 2000. Gross
profit as a percentage of net sales for the quarter ended March 31, 2001 was 40%
compared  to  26%  in  the  first  quarter  of 2000.  The primary reason for the
increase  in gross margin percent was the higher production volumes that allowed
for  better absorption of our fixed operations expenses.  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 expenses for the quarter
ended  March 31, 2001 were $3.0 million, representing 21% of net sales, compared
with  $1.8  million  or  47%  of  net  sales for the same period in 2000.  These
spending  increases  are primarily associated with the acceleration of our 300mm
development  program that began in the middle of last year.  This is in addition
to  our  continued investments in our ALD technology, particularly new films and
applications, productivity improvements, and new tungsten products.  We continue
to  pursue  non-semiconductor  applications  for  ALD,  including  magnetic disk
drives,  telecommunications,  and  inkjet  printers.  We expect our research and
development  spending  levels  to  continue  to  increase  throughout  2001.

     SELLING,  GENERAL  AND  ADMINISTRATIVE. Selling, general and administrative
expenses  were  $2.5  million,  or  18% of sales, for the first quarter of 2001,
compared  with  $2.8  million,  or  74% of sales, for the first quarter of 2000.
This  was  primarily  due  to  lower commission and bonus accruals.  General and
administrative  headcount  and  spending  remain  frozen  until  there is better
visibility  in  the  business  outlook.

     OTHER INCOME (EXPENSE), NET. Other income for the first quarter of 2001 was
$2,000  compared  to other income of $286,000 for the same period in 2000.  This
was  due  to higher interest income and foreign currency exchange gains reported
last  year.

     PROVISION  FOR  INCOME TAXES.  Income taxes for the quarter ended March 31,
2001 were $55,000 compared to $250,000 in the same 2000 period. Income taxes are
related  to  the  profit  generated  from  our  South  Korean  subsidiary.

                                        9
<PAGE>

LIQUIDITY  AND  CAPITAL  RESOURCES

     At  March  31,  2001,  our  cash  and cash equivalents were $3.1 million, a
decrease of $44,000 from December 31, 2000.  Accounts receivable was $5 million,
a  decrease  of $3.4 million from December 31, 2000.  This decrease was due to a
delay  in  the  shipment  of  a  system  to  allow  the customer time to address
facilities  issues,  and  for  additional  time  to  test and source inspect the
system.

     Cash  provided by operating activities totaled $3.4 million for the quarter
ended  March  31,  2001,  and  consisted  primarily  of  net income of $131,000,
decreases  in accounts receivable of $3.4 million and inventory of $2.7 million,
and an increase in accounts payable of 732,000, offset by a decrease in deferred
revenue  of  $3.9  million.  The  decrease in accounts receivable was due to the
system delay.  Inventory reductions were primarily related to lower inventory at
customer sites due to system and upgrade acceptances by customers, which allowed
revenue  to  be  recognized under SAB 101.  For the same reason deferred revenue
decreased,  as the net value of systems accepted by customers exceeded the value
of  shipments that were deferred during the quarter.  Accounts payable increased
as  we  continue  to  manage  cash  very  tightly.

     Financing  activities provided cash of $193,000 for quarter ended March 31,
2001, from the issuance of common stock from our incentive stock option plan and
an  increase  in  short  term  bank  borrowings.

     We  made  capital  expenditures of $3.6 million for the quarter ended March
31, 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  will  improve  our  product  and  film  development
capabilities,  and  increase  our  customer demonstration capabilities, which is
critical  in  the  sales  process.  We  anticipate  making  additional  capital
investments  during  the  remainder  of  2001, but will be looking to vendors or
third  parties  to  finance  some  of these purchases, with the remainder funded
through  working  capital.

     Our  primary source of funds at March 31, 2001 consisted of $3.1 million in
cash  and  cash  equivalents,  and  $5.0 million of accounts receivable, most of
which  we  expect  to  collect  or  to  have  been  collected  during  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% of eligible accounts receivable, and borrowings under the line
are  secured  by all corporate assets and bear interest at 9.6% 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.

                                       10
<PAGE>

     On  April  9,  2001,  we  announced plans for a private placement of common
stock to raise additional working capital, strengthen our cash position and meet
our  growth  expectations  for 2001.  We expect to close this deal by the end of
May,  2001.  The  terms  of the private placement will be announced in a company
press  release  at  the  time  of  the  closing.

     We  believe  that  our existing working capital and our $10 million line of
credit  will  be  sufficient  to  satisfy our cash needs for the next 12 months.
There  can be no assurance that any required additional funding, if needed, 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.


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 $9.6 million, $1.6 million and $29.5 million
for  2000,  1999  and  1998,  respectively.

     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.  As  a result, our business could be materially
harmed.

                                       11
<PAGE>


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  Micron  Technology, Inc. accounted for 91% and 5% of our net sales in
2000.  Samsung Electronics Company, Ltd. and Infineon Technologies accounted for
90%  and  6%  of total shipments made in 2000, which would have been recorded as
revenue  under  the  historical accounting method.  Samsung Electronics Company,
Ltd  accounted  for  95%  of our net sales during the first quarter of 2001.  In
addition,  Samsung  Electronics  Company,  Ltd.,  and  Infineon  Technologies
represented 92% of accounts receivable at December 31, 2000. Samsung Electronics
Company,  Ltd  represented  88%  of  accounts receivable at March 31, 2001.  The
semiconductor  manufacturing  industry generally consists of a limited number of
larger  companies.  We  consequently  expect  that  a significant portion of our
future  product sales will be concentrated within a limited number of customers.

     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 adversely affected. 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.  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,  make  the timing of customer orders uneven and
difficult  to  predict.  In  addition, 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 and
adversely  affect  our operating results for that quarter, which could cause our
stock  price  to  decline.

OUR FINANCIAL REPORTING ACTIVITIES WILL CONTINUE TO BE IMPACTED BY SAB 101 RULES
FOR  REVENUE  RECOGNITION.


                                       12
<PAGE>

     In December 1999, the SEC issued Staff Accounting Bulletin No. 101. SAB 101
summarizes  certain  of  the  SEC  staff's  views in applying generally accepted
accounting  principles  to revenue recognition in financial statements. Prior to
SAB 101, we generally recognized revenue upon shipment of a system. Applying the
requirements  of SAB 101 to the selling arrangements we had used for the sale of
semiconductor  production  equipment  required a change in our accounting policy
for  revenue  recognition  and  deferral of the recognition of revenue from such
equipment sales until installation is complete and accepted by the customer. The
effect  of such a change had to be recognized as a cumulative effect of a change
in  accounting  no later than the quarter ending December 31, 2000. Although SAB
101 applies to every company within our industry, there are risks that our stock
price  may be materially and adversely impacted by SAB 101 going forward.  Since
revenue  is  no  longer  recognized when a system ships but when installation is
complete and customer acceptance occurs, any delays in acceptance, either by the
customer  or  by  Genus,  may  have  a material adverse effect on our results of
operations.  In  addition,  the  adoption  of  SAB  101  and  its  impact on our
historical  and  projected  financial performance may not be fully understood by
our  investors  and analysts, and this may have a material adverse effect on the
price  of  our  stock.

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%, 86% and 56% of our total net
sales  in  2000,  1999  and 1998, respectively, and accounted for 98% of our net
sales  during  the  first  quarter of 2001.  Net sales to our South Korean-based
customers  accounted  for  approximately  92%,  84%  and 30% of total net sales,
respectively  during the same year-end periods, and accounted for 95% of our net
sales  in  the  first  quarter  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  certain  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 as
some  integrated  circuit manufacturers sold DRAMs at less than cost in order to
generate  cash.  Currency  devaluations  make  dollar-denominated goods, such as
ours,  more  expensive  for  international  customers.  In  addition,  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

                                       13
<PAGE>
orders.  As  a  result  of  any  or  all  these factors, our business, financial
condition  and  results  of  operations  may  be  materially  harmed.

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 ALD technology to non-semiconductor markets such as magnetic
thin  film  heads,  flat  panel displays, MEMS and inkjet printers, we are still
very  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. There is a
risk  that  our  revenues and operating results will be materially harmed by any
future  downturn  in  the  semiconductor  industry.

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 ALD. 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 have a material adverse effect on our business, financial condition and
results  of  operations.

     In  addition,  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 our tungsten silicide CVD systems. We
estimate  that the life cycle for these 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

                                       14
<PAGE>

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 competition
increases  and  we  are  not  able  to  respond  effectively.

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. In addition, the 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  materially  adversely  affected.

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 even 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.

WE ARE DEPENDENT ON OUR INTELLECTUAL PROPERTY AND RISK LOSS OF A VALUABLE ASSET,
REDUCED  MARKET  SHARE AND LITIGATION EXPENSE 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.

                                       15
<PAGE>

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.

     From  time  to  time,  we have received notices from third parties alleging
infringement  of  such parties' patent rights by our products. In such cases, it
is our policy to defend against the 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.

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. 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  MANUFACTURE  AND  SALE  OF  OUR  PRODUCTS

     Certain  of  the 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

                                       16
<PAGE>
these  products,  if  necessary.  Nevertheless,  a prolonged inability to obtain
certain  components  could  have  a  material  adverse  effect  on our business,
financial  condition  and  results  of  operations.

WE  DEPEND  UPON  SIX  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,  Taiwan,  Singapore,  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 have an adverse
effect  on  our  business,  financial  condition  and  results  of  operations.

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, we may not be able
to  attract  sufficient  new  customers  in  the  Japanese marketplace, 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.

                                       17
<PAGE>

BUSINESS  INTERRUPTIONS  COULD  ADVERSELY  AFFECT  OUR  BUSINESS.
     Our  operations  are  vulnerable to interruption by fire, earthquake, power
loss,  telecommunications  failure  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  are  currently subject to electrical
blackouts  as a consequence of a shortage of available electrical power.  In the
event  these  blackouts continue or increase in severity, they could disrupt the
operations  of  our  affected facilities.  Although we maintain general business
insurance  against  fires, floods and some general business interruptions, there
can  be  no  assurance  that  the  amount  of  coverage  will be adequate in any
particular  case.

FORWARD-LOOKING  STATEMENTS

     Some  of  the  information in this Quarterly Report on Form 10-Q and in any
documents  that  are  incorporated  by  reference,  including  the risk factors,
contains  forward-looking statements that involve risks and uncertainties. These
statements  relate to future events or our future financial performance. In many
cases, you can identify forward-looking statements by terminology such as "may,"
"will,"  "should,"  "expects,"  "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue," or the negative of these terms and other
comparable  terminology.  These  statements  are  only  predictions.  Our actual
results  could differ materially from those anticipated in these forward-looking
statements  as  a result of a number of factors, including the risks faced by us
described  above  and  elsewhere  in  this  Quarterly  Report  on  Form  10-Q.

     We  believe  it  is  important  to  communicate  our  expectations  to  our
shareholders. However, there may be events in the future that we are not able to
predict  accurately  or  over  which we have no control. The risk factors listed
above, as well as any cautionary language in this Quarterly Report on Form 10-Q,
provide  examples  of  risks, uncertainties and events that may cause our actual
results  to  differ  materially  from  the  expectations  we  describe  in  our
forward-looking  statements.



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.

                                       18
<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  are  being  sought by the plaintiffs.  Recently, a demand was placed by
the  plaintiff  that  is within our insurance policy limits. While we believe we
are not at fault in this matter, we have instructed our insurance carrier to pay
the  demand  in  an  effort  to  avoid the costs associated with going to trial.
Although  the  outcome  of  this matter is not presently determinable, we do not
believe  that  resolution  of this matter will have a material adverse effect on
our  financial  position  or  results  of  operations.


ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

None.


ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits

None.


(b)     Report  on  Form  8-K

No  reports  on  Form  8-K  were  filed during the quarter ended March 31, 2001.


                                       19
<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:  May 15, 2001                GENUS, INC.


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


                                       /s/ Kenneth Schwanda
                                       ------------------------------------
                                       Kenneth Schwanda
                                       Chief Financial Officer
                                       (Principal Financial Officer,
                                          and Principal Accounting Officer)