<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-42369
PROSPECTUS SUPPLEMENT DATED MARCH 2, 1998
(To Prospectus dated February 11, 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>
PRINCIPAL AMOUNT OF NUMBER OF SHARES OF
NOTES COMMON STOCK BENEFICIALLY
BENEFICIALLY OWNED OWNED AND OFFERED
SELLING SECURITYHOLDER AND OFFERED HEREBY HEREBY (1)(2)
- ----------------------------------------------------------- ------------------------- -------------------------------
<S> <C> <C>
Donaldson, Lufkin & Jenrette Securities Corporation........ 1,000,000 25,641
McMahan Securities Company, L.P. .......................... 70,000 1,794
</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.
