<PAGE> 1
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-42369
PROSPECTUS SUPPLEMENT DATED FEBRUARY 24, 1999
(To Prospectus dated February 11, 1998, Prospectus Supplement dated March 2,
1998, Prospectus Supplement dated April 1, 1998, Prospectus Supplement dated
April 28, 1998, Prospectus Supplement dated June 11, 1998, Prospectus Supplement
dated July 8, 1998, Prospectus Supplement dated October 22, 1998 and Prospectus
Supplement dated January 14, 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.
<PAGE> 2
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>
McMahan Securities Company, L.P.................................. 90,000 (3) 2,307
Mitsui Trust & Banking Co., Ltd.................................. 540,000 13,846
</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 70,000 in Prospectus Supplement dated March 2, 1998.
