<PAGE> 1
Filed pursuant to Rule 424(b)(3) and
Rule 424(c). Relates to the Selling
Securityholder Prospectus dated May 12,
1995 which, together with this
Supplement and Supplement No. 1 dated
June 1, 1995 constitutes the entire
Prospectus. Relates to Registration
Statement No. 33-90384. Pursuant to Rule
429, also relates to Registration
Statement Nos. 33-74778, 33-70962 and
33-44746.
INTEGRATED PROCESS EQUIPMENT CORP.
SUPPLEMENT NO. 2 DATED MAY 22, 1996 TO
PROSPECTUS DATED MAY 12, 1995*
The following is added to the list of Selling Securityholders on page
25 of the Prospectus to reflect Fred Kassner's transfer by gift of 45,000 of
his Class D Warrants to three of his children, who, accordingly, will be
offering for sale from time to time pursuant to, and in the manner set forth
in, the Prospectus the 45,000 shares of Common Stock issuable upon exercise of
these Class D Warrants (and in fact issued during May 1996 upon exercise of
these Class D Warrants), previously reflected on page 21 of the Prospectus as
registered for resale by Mr. Kassner. The following sets forth the name of each
such donee of Mr. Kassner and the shares to be offered by each pursuant to the
Prospectus. The Company has been advised that these are the only shares of
Common Stock of the Company beneficially owned by these Selling
Securityholders, and that none of them has any material relationship with the
Company. None of them holds 1% or more of the outstanding Common Stock. Mr.
Kassner retained 55,000 Class D Warrants, which he has also exercised.
<TABLE>
<CAPTION>
Shares Issued upon Exercise
Name of Holder Shares of Common Stock of Class D Warrants
- ---------------- ---------------------- ---------------------------
<S> <C> <C>
David Kassner 15,000 15,000
Michelle Kassner 15,000 15,000
Ellen Teitelbaum 15,000 15,000
</TABLE>
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* As previously supplemented by Supplement No. 1 dated June 1, 1995.
