<PAGE>   1
     As filed with the Securities and Exchange Commission on April 27, 1998

                                              Registration No. 333-_____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ULTRATECH STEPPER, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                       94-3169580
(State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)

                  3050 ZANKER ROAD, SAN JOSE, CALIFORNIA 95134
              (Address of principal executive offices) (Zip code)

                             ULTRATECH STEPPER, INC.
                      1993 STOCK OPTION/STOCK ISSUANCE PLAN
                            (Full title of the Plans)

                              ARTHUR W. ZAFIROPOULO
                CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                             ULTRATECH STEPPER, INC.
                  3050 ZANKER ROAD, SAN JOSE, CALIFORNIA 95134
                    (Name and address of agent for service)
                                 (408) 321-8835
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                 Proposed        Proposed
  Title of                                        Maximum         Maximum
 Securities                     Amount           Offering        Aggregate            Amount of
    to be                       to be              Price         Offering           Registration
 Registered                 Registered(1)       per Share(2)     Price(2)                Fee
 ----------                 -------------       ------------     --------                ---
<S>                         <C>                 <C>            <C>                    <C>
Common Stock,
$0.001 par value             575,354 shares      $24.6875      $14,204,051.875        $4,190.20
</TABLE>
-------------
(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the Ultratech Stepper, Inc.
        1993 Stock Option/Stock Issuance Plan by reason of any stock dividend,
        stock split, recapitalization or other similar transaction effected
        without the Registrant's receipt of consideration which results in an
        increase in the number of the outstanding shares of Registrant's Common
        Stock.

(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended, (the "1933 Act"), on the basis of
        the average of the high and low selling prices per share of Registrant's
        Common Stock on April 23, 1998 as reported by the Nasdaq National
        Market.


<PAGE>   2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference

               Ultratech Stepper, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

        (a)    The Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1997, filed with the Commission on March 27,
               1998;

        (b)    The Registrant's Registration Statement No. 0-22248 on Form 8-A,
               filed with the Commission on August 13, 1993, pursuant to Section
               12 of the Securities and Exchange Act of 1934, as amended (the
               "1934 Act"), in which there is described the terms, rights and
               provisions applicable to the Registrant's outstanding Common
               Stock.

               All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any subsequently filed document
which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

               Not applicable.

Item 5.  Interests of Named Experts and Counsel

               Not applicable.

Item 6.  Indemnification of Directors and Officers

        The Registrant's Amended and Restated Certificate of Incorporation
limits the liability of directors to the maximum extent permitted by the
Delaware General Corporation Law ("Delaware Law"). Delaware Law provides that
directors of a corporation will not be personally liable for monetary damages
for breach of their fiduciary duties as directors, except for liability (i) for
any breach of their duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) for unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided in Section 174 of the
Delaware General Corporation Law or (iv) for any transaction from which the
director derives an improper personal benefit.

        The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and may indemnify its officers, employees and other agents to the
fullest extent permitted by law. The Registrant believes that indemnification
under its Bylaws covers at least negligence and gross negligence on the part of
an indemnified party in connection with the defense of any action or proceeding
arising out of such party's status or service as a director,


<PAGE>   3
officer, employee or other agent of the Registrant upon an undertaking by such
party to repay such advances if it is ultimately determined that such party is
not entitled to indemnification.

        The Registrant has entered into separate indemnification agreements with
each of its directors and officers. These agreements require the Registrant,
among other things, to indemnify such director or officer against certain
expenses (including attorneys' fees), judgments, fines and settlement amounts
paid by such individual in connection with any action, suit or proceeding
arising out of such individual's status or service as a director or officer of
the Registrant (other than expenses arising from willful misconduct or conduct
that is knowingly fraudulent or deliberately dishonest) and to advance expenses
incurred by such individual in connection with any proceeding against such
individual with respect to which such individual may be entitled to
indemnification by the Registrant. The Registrant believes that its Certificate
of Incorporation and Bylaw provisions and indemnification agreements are
necessary to attract and retain qualified persons as directors and officers.

Item 7.  Exemption from Registration Claimed

               Not applicable.

Item 8.  Exhibits

<TABLE>
<CAPTION>
 Exhibit Number       Exhibit
 --------------       -------
<S>                   <C>
           4          Instruments Defining Rights of Shareholders. Reference is
                      made to Registrant's Registration Statement No. 0-22248 on
                      Form 8-A which is incorporated herein by reference
                      pursuant to Item 3(b).

           5          Opinion and Consent of Brobeck, Phleger & Harrison LLP.

           23.1       Consent of Ernst & Young LLP, Independent Auditors.

           23.2       Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.

           24         Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.

           99.1       Ultratech Stepper, Inc. 1993 Stock Option/Stock Issuance
                      Plan.

           99.2*      Notice of Grant of Stock Option and Stock Option
                      Agreement.

           99.3*      Addendum to Stock Option Agreement (Change in Control).

           99.4*      Addendum to Stock Option Agreement (Special Tax
                      Elections).

           99.5*      Addendum to Stock Option Agreement (Limited Stock
                      Appreciation Right).

           99.6*      Addendum to Stock Option Agreement (Financial Assistance).

           99.7**     Notice of Grant of Non-Employee Director Automatic Stock
                      Option and Non-Employee Director Automatic Stock Option
                      Agreement.

           99.8*      Stock Issuance Agreement.

           99.9*      Addendum to Stock Issuance Agreement (Special Tax
                      Elections).
</TABLE>


        * Exhibits 99.2 through 99.6 and Exhibits 99.8 and 99.9 are incorporated
herein by reference to Exhibits 99.2 through 99.6 and Exhibits 99.8 and 99.9,
respectively, to Registrant's Registration Statement No. 33-70790 on Form S-8,
filed with the Commission on October 22, 1993.

        ** Exhibit 99.7 is incorporated herein by reference to Exhibit 99.7 to
Registrant's Registration Statement No. 333-33197 on Form S-8, filed with the
Commission on August 8, 1997.

Item 9.  Undertakings

               A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration

                                      II-2

<PAGE>   4
Statement, and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement; provided,
however, that clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference into the
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the Registrant's 1993 Stock Option/Stock Issuance
Plan.

               B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into the Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

               C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 above
or otherwise, the Registrant has been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                      II-3

<PAGE>   5
                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California, on this 27th day
of April 1998.


                                           ULTRATECH STEPPER, INC.

                                           By: /s/ Arthur W. Zafiropoulo
                                              -------------------------------
                                               Arthur W. Zafiropoulo
                                               Chairman of the Board and
                                               Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

               That the undersigned officers and directors of Ultratech Stepper,
Inc., a Delaware corporation, do hereby constitute and appoint Arthur W.
Zafiropoulo and William G. Leunis, III, and each of them, the lawful attorneys
and agents, with full power and authority to do any and all acts and things and
to execute any and all instruments which said attorneys and agents, and any one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any of them, shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.

               IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

               Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
Signatures                               Title                                            Date
----------                               -----                                            ----
<S>                                      <C>                                              <C> 
/s/ Arthur W. Zafiropoulo                Chairman of the Board                            April 27, 1998
-------------------------------          and Chief Executive Officer
Arthur W. Zafiropoulo                    (Principal Executive Officer)
                                         
</TABLE>


                                            II-4

<PAGE>   6
<TABLE>
<CAPTION>
Signatures                               Title                                            Date
----------                               -----                                            ----
<S>                                      <C>                                              <C> 
/s/ William G. Leunis, III               Senior Vice President, Finance, Secretary,       April 27, 1998
-------------------------------          Treasurer and Chief Financial Officer
William G. Leunis, III                   (Principal Financial and Accounting Officer)
                                         



/s/ Gregory Harrison                     Director                                         April 27, 1998
-------------------------------
Gregory Harrison




/s/ Kenneth Levy                         Director                                         April 27, 1998
-------------------------------
Kenneth Levy




/s/ Larry Carter                         Director                                         April 27, 1998
-------------------------------
Larry Carter




/s/ Joel Gemunder                        Director                                         April 27, 1998
-------------------------------
Joel Gemunder




/s/ Tommy George                         Director                                         April 27, 1998
-------------------------------
Tommy George
</TABLE>


                                            II-5


<PAGE>   7
                                  EXHIBIT INDEX




<TABLE>
<CAPTION>
Exhibit Number  Exhibit
--------------  -------
<S>             <C>
        4       Instruments Defining Rights of Shareholders. Reference is made
                to Registrant's Registration Statement No. 0-22248 on Form 8-A
                which is incorporated herein by reference pursuant to Item 3(b).

        5       Opinion and Consent of Brobeck, Phleger & Harrison LLP.

        23.1    Consent of Ernst & Young LLP, Independent Auditors.

        23.2    Consent of Brobeck, Phleger & Harrison LLP is contained in
                Exhibit 5.

        24      Power of Attorney. Reference is made to page II-4 of this
                Registration Statement.

        99.1    Ultratech Stepper, Inc. 1993 Stock Option/Stock Issuance Plan.

        99.2*   Notice of Grant of Stock Option and Stock Option Agreement.

        99.3*   Addendum to Stock Option Agreement (Change in Control).

        99.4*   Addendum to Stock Option Agreement (Special Tax Elections).

        99.5*   Addendum to Stock Option Agreement (Limited Stock Appreciation
                Right).

        99.6*   Addendum to Stock Option Agreement (Financial Assistance).

        99.7**  Notice of Grant of Non-Employee Director Automatic Stock Option
                and Non- Employee Director Automatic Stock Option Agreement.

        99.8*   Stock Issuance Agreement.

        99.9*   Addendum to Stock Issuance Agreement (Special Tax Elections).
</TABLE>


        * Exhibits 99.2 through 99.6 and Exhibits 99.8 and 99.9 are incorporated
herein by reference to Exhibits 99.2 through 99.6 and Exhibits 99.8 and 99.9,
respectively, to Registrant's Registration Statement No. 33-70790 on Form S-8,
filed with the Commission on October 22, 1993.

        ** Exhibit 99.7 is incorporated herein by reference to Exhibit 99.7 to
Registrant's Registration Statement No. 333-33197 on Form S-8, filed with the
Commission on August 8, 1997.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20416}]
{"company-data": {"conformed-name": "ULTRATECH STEPPER INC", "cik": "0000909791", "assigned-sic": "3559", "irs-number": "943169580", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51117", "film-number": "98602064"}, "business-address": {"street1": "3050 ZANKER RD", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4083218835"}, "mail-address": {"street1": "3050 ZANKER RD", "city": "SAN JOSE", "state": "CA", "zip": "95134"}}
1
     As filed with the Securities and Exchange Commission on April 27, 1998

                                              Registration No. 333-_____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ULTRATECH STEPPER, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                       94-3169580
(State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)

                  3050 ZANKER ROAD, SAN JOSE, CALIFORNIA 95134
              (Address of principal executive offices) (Zip code)

                             ULTRATECH STEPPER, INC.
                      1993 STOCK OPTION/STOCK ISSUANCE PLAN
                            (Full title of the Plans)

                              ARTHUR W. ZAFIROPOULO
                CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
                             ULTRATECH STEPPER, INC.
                  3050 ZANKER ROAD, SAN JOSE, CALIFORNIA 95134
                    (Name and address of agent for service)
                                 (408) 321-8835
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed        Proposed
  Title of                                        Maximum         Maximum
 Securities                     Amount           Offering        Aggregate            Amount of
    to be                       to be              Price         Offering           Registration
 Registered                 Registered(1)       per Share(2)     Price(2)                Fee
 ----------                 -------------       ------------     --------                ---
Common Stock,
$0.001 par value             575,354 shares      $24.6875      $14,204,051.875        $4,190.20
-------------
(1)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the Ultratech Stepper, Inc.
        1993 Stock Option/Stock Issuance Plan by reason of any stock dividend,
        stock split, recapitalization or other similar transaction effected
        without the Registrant's receipt of consideration which results in an
        increase in the number of the outstanding shares of Registrant's Common
        Stock.

(2)     Calculated solely for purposes of this offering under Rule 457(h) of the
        Securities Act of 1933, as amended, (the "1933 Act"), on the basis of
        the average of the high and low selling prices per share of Registrant's
        Common Stock on April 23, 1998 as reported by the Nasdaq National
        Market.
2
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

               Ultratech Stepper, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

        (a)    The Registrant's Annual Report on Form 10-K for the fiscal year
               ended December 31, 1997, filed with the Commission on March 27,
               1998;

        (b)    The Registrant's Registration Statement No. 0-22248 on Form 8-A,
               filed with the Commission on August 13, 1993, pursuant to Section
               12 of the Securities and Exchange Act of 1934, as amended (the
               "1934 Act"), in which there is described the terms, rights and
               provisions applicable to the Registrant's outstanding Common
               Stock.

               All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any subsequently filed document
which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

               Not applicable.

Item 5.  Interests of Named Experts and Counsel

               Not applicable.

Item 6.  Indemnification of Directors and Officers

        The Registrant's Amended and Restated Certificate of Incorporation
limits the liability of directors to the maximum extent permitted by the
Delaware General Corporation Law ("Delaware Law"). Delaware Law provides that
directors of a corporation will not be personally liable for monetary damages
for breach of their fiduciary duties as directors, except for liability (i) for
any breach of their duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) for unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided in Section 174 of the
Delaware General Corporation Law or (iv) for any transaction from which the
director derives an improper personal benefit.

        The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and may indemnify its officers, employees and other agents to the
fullest extent permitted by law. The Registrant believes that indemnification
under its Bylaws covers at least negligence and gross negligence on the part of
an indemnified party in connection with the defense of any action or proceeding
arising out of such party's status or service as a director,
3
officer, employee or other agent of the Registrant upon an undertaking by such
party to repay such advances if it is ultimately determined that such party is
not entitled to indemnification.

        The Registrant has entered into separate indemnification agreements with
each of its directors and officers. These agreements require the Registrant,
among other things, to indemnify such director or officer against certain
expenses (including attorneys' fees), judgments, fines and settlement amounts
paid by such individual in connection with any action, suit or proceeding
arising out of such individual's status or service as a director or officer of
the Registrant (other than expenses arising from willful misconduct or conduct
that is knowingly fraudulent or deliberately dishonest) and to advance expenses
incurred by such individual in connection with any proceeding against such
individual with respect to which such individual may be entitled to
indemnification by the Registrant. The Registrant believes that its Certificate
of Incorporation and Bylaw provisions and indemnification agreements are
necessary to attract and retain qualified persons as directors and officers.

Item 7.  Exemption from Registration Claimed

               Not applicable.

Item 8.  Exhibits
Exhibit Number       Exhibit
 --------------       -------
4          Instruments Defining Rights of Shareholders. Reference is
                      made to Registrant's Registration Statement No. 0-22248 on
                      Form 8-A which is incorporated herein by reference
                      pursuant to Item 3(b).

           5          Opinion and Consent of Brobeck, Phleger & Harrison LLP.

           23.1       Consent of Ernst & Young LLP, Independent Auditors.

           23.2       Consent of Brobeck, Phleger & Harrison LLP is contained in
                      Exhibit 5.

           24         Power of Attorney. Reference is made to page II-4 of this
                      Registration Statement.

           99.1       Ultratech Stepper, Inc. 1993 Stock Option/Stock Issuance
                      Plan.

           99.2*      Notice of Grant of Stock Option and Stock Option
                      Agreement.

           99.3*      Addendum to Stock Option Agreement (Change in Control).

           99.4*      Addendum to Stock Option Agreement (Special Tax
                      Elections).

           99.5*      Addendum to Stock Option Agreement (Limited Stock
                      Appreciation Right).

           99.6*      Addendum to Stock Option Agreement (Financial Assistance).

           99.7**     Notice of Grant of Non-Employee Director Automatic Stock
                      Option and Non-Employee Director Automatic Stock Option
                      Agreement.

           99.8*      Stock Issuance Agreement.

           99.9*      Addendum to Stock Issuance Agreement (Special Tax
                      Elections).
* Exhibits 99.2 through 99.6 and Exhibits 99.8 and 99.9 are incorporated
herein by reference to Exhibits 99.2 through 99.6 and Exhibits 99.8 and 99.9,
respectively, to Registrant's Registration Statement No. 33-70790 on Form S-8,
filed with the Commission on October 22, 1993.

        ** Exhibit 99.7 is incorporated herein by reference to Exhibit 99.7 to
Registrant's Registration Statement No. 333-33197 on Form S-8, filed with the
Commission on August 8, 1997.

Item 9.  Undertakings

               A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration

                                      II-2
4
Statement, and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement; provided,
however, that clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference into the
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the Registrant's 1993 Stock Option/Stock Issuance
Plan.

               B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into the Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

               C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnification provisions summarized in Item 6 above
or otherwise, the Registrant has been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                      II-3
5
                                   SIGNATURES

               Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California, on this 27th day
of April 1998.

                                           ULTRATECH STEPPER, INC.

                                           By: /s/ Arthur W. Zafiropoulo
                                              -------------------------------
                                               Arthur W. Zafiropoulo
                                               Chairman of the Board and
                                               Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

               That the undersigned officers and directors of Ultratech Stepper,
Inc., a Delaware corporation, do hereby constitute and appoint Arthur W.
Zafiropoulo and William G. Leunis, III, and each of them, the lawful attorneys
and agents, with full power and authority to do any and all acts and things and
to execute any and all instruments which said attorneys and agents, and any one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any of them, shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.

               IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

               Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signatures                               Title                                            Date
----------                               -----                                            ----
/s/ Arthur W. Zafiropoulo                Chairman of the Board                            April 27, 1998
-------------------------------          and Chief Executive Officer
Arthur W. Zafiropoulo                    (Principal Executive Officer)
II-4
6
Signatures                               Title                                            Date
----------                               -----                                            ----
/s/ William G. Leunis, III               Senior Vice President, Finance, Secretary,       April 27, 1998
-------------------------------          Treasurer and Chief Financial Officer
William G. Leunis, III                   (Principal Financial and Accounting Officer)
                                         

/s/ Gregory Harrison                     Director                                         April 27, 1998
-------------------------------
Gregory Harrison

/s/ Kenneth Levy                         Director                                         April 27, 1998
-------------------------------
Kenneth Levy

/s/ Larry Carter                         Director                                         April 27, 1998
-------------------------------
Larry Carter

/s/ Joel Gemunder                        Director                                         April 27, 1998
-------------------------------
Joel Gemunder

/s/ Tommy George                         Director                                         April 27, 1998
-------------------------------
Tommy George
II-5
7
                                  EXHIBIT INDEX
Exhibit Number  Exhibit
--------------  -------
4       Instruments Defining Rights of Shareholders. Reference is made
                to Registrant's Registration Statement No. 0-22248 on Form 8-A
                which is incorporated herein by reference pursuant to Item 3(b).

        5       Opinion and Consent of Brobeck, Phleger & Harrison LLP.

        23.1    Consent of Ernst & Young LLP, Independent Auditors.

        23.2    Consent of Brobeck, Phleger & Harrison LLP is contained in
                Exhibit 5.

        24      Power of Attorney. Reference is made to page II-4 of this
                Registration Statement.

        99.1    Ultratech Stepper, Inc. 1993 Stock Option/Stock Issuance Plan.

        99.2*   Notice of Grant of Stock Option and Stock Option Agreement.

        99.3*   Addendum to Stock Option Agreement (Change in Control).

        99.4*   Addendum to Stock Option Agreement (Special Tax Elections).

        99.5*   Addendum to Stock Option Agreement (Limited Stock Appreciation
                Right).

        99.6*   Addendum to Stock Option Agreement (Financial Assistance).

        99.7**  Notice of Grant of Non-Employee Director Automatic Stock Option
                and Non- Employee Director Automatic Stock Option Agreement.

        99.8*   Stock Issuance Agreement.

        99.9*   Addendum to Stock Issuance Agreement (Special Tax Elections).
* Exhibits 99.2 through 99.6 and Exhibits 99.8 and 99.9 are incorporated
herein by reference to Exhibits 99.2 through 99.6 and Exhibits 99.8 and 99.9,
respectively, to Registrant's Registration Statement No. 33-70790 on Form S-8,
filed with the Commission on October 22, 1993.

        ** Exhibit 99.7 is incorporated herein by reference to Exhibit 99.7 to
Registrant's Registration Statement No. 333-33197 on Form S-8, filed with the
Commission on August 8, 1997.