<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-42369
PROSPECTUS SUPPLEMENT DATED APRIL 1, 1998
(To Prospectus dated February 11, 1998 and Prospectus Supplement dated March 2,
1998)
INTEGRATED PROCESS EQUIPMENT CORP.
$115,000,000
6-1/4% Convertible Subordinated Notes due September 15, 2004
and
Shares of Common Stock Issuable Upon Conversion Thereof
_______________________
This Prospectus Supplement together, with the Prospectus listed above, is
to be used by certain holders of the above-referenced securities or by their
transferees, pledgees, donees or their successors in connection with the offer
and sale of the above referenced securities.
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The table captioned "Selling Securityholders" commencing on pages 28-29 of
the Prospectus is hereby amended to reflect the following additions and changes.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
PRINCIPAL AMOUNT OF NOTES COMMON STOCK BENEFICIALLY
BENEFICIALLY OWNED OWNED AND OFFERED
SELLING SECURITYHOLDER AND OFFERED HEREBY HEREBY (1)(2)
- ----------------------------------------------------------------------- ---------------------------- -----------------------------
<S> <C> <C>
American Investors Life Insurance Company 1,750,000(3) 44,871
Canadian Imperial Holdings, Inc. 4,000,000 102,564
Deutsche Morgan Grenfell 2,400,000 61,538
Employers Reinsurance Corporation 1,500,000(3) 38,461
Fidelity Charles Street Trust: Fidelity Asset Manager Fund 3,770,000 96,666
Fidelity Charles Street Trust: Fidelity Asset Manager: Growth 1,930,000 49,487
Fidelity Financial Trust: Fidelity Convertible Securities Fund 9,000,000 230,769
Fidelity Global Asset Allocation Fund 100,000 2,564
Fidelity Management Trust Company on behalf of accounts managed by it 1,630,000 41,794
General Motors Investment Management Corporation 10,000,000(4) 256,410
Motors Insurance Corporation 1,500,000(5) 38,461
Regence Bluecross Blueshield of Idaho 150,000 3,846
Regence Bluecross Blueshield of Oregon 254,000 6,512
Regence Bluecross Blueshield of Utah 96,000 2,461
Regence Washington Health 400,000 10,256
Salomon Brothers Total Return Fund 600,000(6) 15,384
Variable Insurance Products Fund II: Asset Manager: Growth Portfolio 200,000 5,128
Variable Insurance Products Fund II: Asset Manager Portfolio 1,370,000 35,128
</TABLE>
(1) Includes shares of Common Stock issuable upon conversion of the Notes.
(2) Assumes a conversion price of $39.00 per share, and a cash payment in lieu
of any fractional share interest; such conversion price is subject to
adjustment as described under "Description of Notes -- Conversion."
Accordingly the number of shares of Common Stock issuable upon conversion
of the Notes may increase or decrease from time to time. Under the terms
of Indenture, fractional shares will not be issued upon conversion of the
Notes; cash will be paid in lieu of fractional shares, if any.
(3) Revised from 950,000 in Prospectus dated February 11, 1998.
(4) Revised from 5,300,000 in Prospectus dated February 11, 1998.
(5) Revised from 700,000 in Prospectus dated Februry 11, 1998.
(6) Revised from 350,000 in Prospectus dated February 11, 1998.
