<PAGE>   1

   As filed with the Securities and Exchange Commission on December 27, 1999
                                                     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.
               1998 SUPPLEMENTAL STOCK OPTION/STOCK ISSUANCE PLAN
                            (Full title of the Plan)


                              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                      Amount           Maximum                 Maximum
              Securities                      to be           Offering               Aggregate            Amount of
                 to be                    Registered(1)        Price                 Offering            Registration
              Registered                                    per Share(2)             Price(2)                Fee
------------------------------            --------------    ------------             ---------           ------------
<S>                                       <C>                 <C>                    <C>                   <C>
1998 Supplemental Stock                   400,000 shares      $17.4375               $6,975,000            $1,841.40
Option/Stock Issuance Plan
Common Stock, $0.001 par value
=====================================================================================================================
</TABLE>

(1)    This Registration Statement shall also cover any additional shares of
       Common Stock which become issuable under the Ultratech Stepper, Inc. 1998
       Supplemental 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 December 23, 1999 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, 1998, filed with the Commission on
                      March 31, 1999;

               (b)    The Corporation's Quarterly Reports on form 10-Q for the
                      fiscal quarters ended March 31, 1999; June 30, 1999; and
                      September 30, 1999, respectively filed with the Commission
                      on May 14, 1999; August 13, 1999; and November
                      12, 1999, respectively, and;

               (c)    The Registrant's Registration Statement No. 0-22248 on
                      Form 8-A, filed with the Commission on August 13, 1993 and
                      subsequently amended on February 27, 1997, 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
for (i) any breach of their duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) unlawful payments of
dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the Delaware General Corporation Law or (iv) any transaction from which
the director derives an improper personal benefit.


                                      II-1
<PAGE>   3

               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,
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(c).

       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. 1998 Supplemental Stock Option/Stock
                  Issuance Plan.
</TABLE>

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 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 1998 Supplemental 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.


                                      II-2
<PAGE>   4

               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 December, 1999.


                                                   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 Bruce R. Wright, 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 and Chief       December 27, 1999
-------------------------   Executive Officer (Principal
Arthur W. Zafiropoulo       Executive Officer)



/s/ BRUCE R. WRIGHT         Senior Vice President, Finance,       December 27, 1999
-------------------------   Chief Financial Officer, Secretary
Bruce R. Wright             and Treasurer (Principal Financial
                            and Accounting Officer)

</TABLE>



                                      II-4
<PAGE>   6

<TABLE>
<CAPTION>
SIGNATURES                  TITLE                                      DATE
----------                  -----                                      ----
<S>                         <C>                                   <C>
/s/ GREGORY HARRISON        Director                              December 27, 1999
-------------------------
Gregory Harrison



/s/ KENNETH LEVY            Director                              December 27, 1999
-------------------------
Kenneth Levy



/s/ LARRY R. CARTER         Director                              December 27, 1999
-------------------------
Larry R. Carter



                            Director
-------------------------
Joel F. Gemunder



/s/ TOMMY GEORGE            Director                              December 27, 1999
-------------------------
Tommy George
</TABLE>

                                      II-5
<PAGE>   7

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                             ULTRATECH STEPPER, INC.


<PAGE>   8

                                  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(c).

       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. 1998 Supplemental Stock Option/Stock
                  Issuance Plan.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19122}]
{"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": "333-93653", "film-number": "99780955"}, "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 December 27, 1999
                                                     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.
               1998 SUPPLEMENTAL STOCK OPTION/STOCK ISSUANCE PLAN
                            (Full title of the Plan)

                              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                      Amount           Maximum                 Maximum
              Securities                      to be           Offering               Aggregate            Amount of
                 to be                    Registered(1)        Price                 Offering            Registration
              Registered                                    per Share(2)             Price(2)                Fee
------------------------------            --------------    ------------             ---------           ------------
1998 Supplemental Stock                   400,000 shares      $17.4375               $6,975,000            $1,841.40
Option/Stock Issuance Plan
Common Stock, $0.001 par value
=====================================================================================================================
(1)    This Registration Statement shall also cover any additional shares of
       Common Stock which become issuable under the Ultratech Stepper, Inc. 1998
       Supplemental 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 December 23, 1999 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, 1998, filed with the Commission on
                      March 31, 1999;

               (b)    The Corporation's Quarterly Reports on form 10-Q for the
                      fiscal quarters ended March 31, 1999; June 30, 1999; and
                      September 30, 1999, respectively filed with the Commission
                      on May 14, 1999; August 13, 1999; and November
                      12, 1999, respectively, and;

               (c)    The Registrant's Registration Statement No. 0-22248 on
                      Form 8-A, filed with the Commission on August 13, 1993 and
                      subsequently amended on February 27, 1997, 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
for (i) any breach of their duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) unlawful payments of
dividends or unlawful stock repurchases or redemptions as provided in Section
174 of the Delaware General Corporation Law or (iv) any transaction from which
the director derives an improper personal benefit.

                                      II-1
3

               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,
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(c).

       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. 1998 Supplemental Stock Option/Stock
                  Issuance Plan.
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 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 1998 Supplemental 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.

                                      II-2
4

               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 December, 1999.

                                                   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 Bruce R. Wright, 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 and Chief       December 27, 1999
-------------------------   Executive Officer (Principal
Arthur W. Zafiropoulo       Executive Officer)

/s/ BRUCE R. WRIGHT         Senior Vice President, Finance,       December 27, 1999
-------------------------   Chief Financial Officer, Secretary
Bruce R. Wright             and Treasurer (Principal Financial
                            and Accounting Officer)
II-4
6
SIGNATURES                  TITLE                                      DATE
----------                  -----                                      ----
/s/ GREGORY HARRISON        Director                              December 27, 1999
-------------------------
Gregory Harrison

/s/ KENNETH LEVY            Director                              December 27, 1999
-------------------------
Kenneth Levy

/s/ LARRY R. CARTER         Director                              December 27, 1999
-------------------------
Larry R. Carter

                            Director
-------------------------
Joel F. Gemunder

/s/ TOMMY GEORGE            Director                              December 27, 1999
-------------------------
Tommy George
II-5
7

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                             ULTRATECH STEPPER, INC.
8

                                  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(c).

       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. 1998 Supplemental Stock Option/Stock
                  Issuance Plan.