<PAGE>
PROSPECTUS SUPPLEMENT DATED SEPTEMBER 1, 1998
(To Prospectus dated October 30, 1997)
CYMER, INC.
U.S. $172,500,000
3 1/2%/7 1/4% Step-Up Convertible Subordinated Notes due August 6, 2004
and
Shares of Common Stock Issuable Upon Conversion Thereof
_________________________________
This Prospectus Supplement together, with the Prospectus, is to be used by
certain holders of the above-referenced securities or by their transferees,
pledgees, donees or their succcessors in connection with the offer and sale
of the above referenced securities.
<PAGE>
The section entitled "Selling Securityholders" commencing on page 34 of the
Prospectus is hereby amended to include the following table:
SELLING SECURITYHOLDERS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT NUMBER OF SHARES
OF NOTES OF COMMON STOCK
SELLING SECURITYHOLDER BENEFICIALLY BENEFICIALLY
OWNED AND OFFERED OWNED AND OFFERED
HEREBY HEREBY (1)(2)
<S> <S> <S>
- -------------------------------------------------------------------------------------------
Canadian Imperial Holdings, Inc (3)............. 3,496,500 74,393
Mainstay Strategic Value Fund................... 250,000 5,319
Mainstay Convertible Fund (4)................... 4,500,000 95,744
Morgan Stanley Dean Witter (5).................. 3,250,000 69,148
Transamerica Premier High Yield Bond Fund....... 1,000,000 21,276
Transamerica Life Insurance & Annuity Co........ 7,000,000 148,936
Transamerica Occidental Life Insurance Co....... 1,500,000 31,914
</TABLE>
(1) Includes shares of Common Stock issuable upon conversion of the Notes.
(2) Assumes a conversion price of $47.00 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 of Notes."
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) Represents additional Notes and Shares being registered by the Selling
Securityholder.
(4) Voting or investment power with respect to the Notes and Shares being
registered hereby is shared with Mackay-Shields Financial Corp.
(5) Within the past three years, Morgan Stanley Dean Witter has acted as an
underwriter of securities of the Company.
