<PAGE>   1
       As filed with the Securities and Exchange Commission on November 21, 1996
                                                      Registration No. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                                   CYMER, INC.
               (Exact name of issuer as specified in its charter)


                 Nevada                                      33-0175463
        ------------------------           ------------------------------------
        (State of Incorporation)           (I.R.S. Employer Identification No.)

                             16275 Technology Drive
                               San Diego, CA 92127
                    (Address of principal executive offices)


                             1987 STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN
                            1996 DIRECTOR OPTION PLAN
                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)


                               DR. ROBERT P. AKINS
                             Chief Executive Officer
                                   CYMER, INC.
                             16275 Technology Drive
                               San Diego, CA 92127
                                 (619) 487-2442
            (Name, address and telephone number of agent for service)


                                   Copies to:

                           HENRY P. MASSEY, JR., ESQ.
                              GREGORY T. COX, ESQ.
                       Wilson, Sonsini, Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, Californ a 94304-1050
                                 (415) 493-9300
<PAGE>   2
================================================================================
                         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               Price                  Fee
---------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                     <C>             <C>                      <C>           
Common Stock $0.001 par value,
  previously issued or to be issued
  under 1987 Stock Option Plan                 1,193,788              $1.95(2)        $ 2,327,886.60           $    705.42
---------------------------------------------------------------------------------------------------------------------------------
Common Stock $0.001 par value, to
  be issued under 1996 Stock Option
  Plan                                         1,500,000              $26.72(3)        40,080,000.00             12,145.45
---------------------------------------------------------------------------------------------------------------------------------
Common Stock $0.001 par value, to
  be issued under 1996 Director
  Option Plan                                    100,000              $29.25(4)         2,925,000.00                886.36
---------------------------------------------------------------------------------------------------------------------------------
Common Stock $0.001 par value, to
  be issued under 1996 Employee
  Stock Purchase Plan                            250,000              $24.86(5)         6,215,000.00              1,883.33
---------------------------------------------------------------------------------------------------------------------------------
         TOTAL                                 3,043,788                              $51,547,886.60           $ 15,620.56
=================================================================================================================================
</TABLE>

(1)      For the sole purpose of calculating the registration fee, the number of
         shares to be registered under this Registration Statement is the number
         of shares subject to options currently outstanding under the 1987 Stock
         Option Plan, and the number of shares authorized to be issued under the
         1996 Stock Option Plan, the 1996 Director Option Plan and the 1996
         Employee Stock Purchase Plan.

(2)      Estimated in accordance with Rule 457(h) under the Securities Act of
         1933, as amended (the "Securities Act"), solely for the purpose of 
         calculating the total registration fee. The price of $1.66 per share 
         represents the weighted average exercise price of the 1,193,788 
         shares subject to options currently outstanding under the 1987 Stock 
         Option Plan.

(3)      Estimated in accordance with Rule 457(h) under the Securities Act 
         solely for the purpose of calculating the total registration fee.
         The price of $26.72 per share represents the weighted average 
         exercise price based on (a) the exercise price of the 192,050 shares 
         subject to options currently outstanding of $9.50 per share and 
         (b) as to the 1,307,950 shares subject to future issuance under the 
         1996 Stock Option Plan, the average of the high and low prices 
         reported in the Nasdaq National Market on November 15, 1996 of $29.25 
         per share (the "Market Price").

(4)      Estimated in accordance with Rule 457(h) under the Securities Act 
         solely for the purpose of calculating the total registration 
         fee. Computation based upon the Market Price because the price at 
         which the options to be granted in the future may be exercised or 
         the price at which shares may be purchased in the future is not 
         currently determinable.

(5)      Estimated pursuant to Rule 457 solely for purposes of calculating the 
         registration fee on the basis of 85% of the Market Price.
<PAGE>   3
           PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.    Information Incorporated by Reference

           The following documents and information heretofore filed with the
Securities and Exchange Commission are hereby incorporated by reference:

           (A)    The Registrant's Prospectus filed with the Commission pursuant
                  to Rule 424(b) on September 18, 1996, which contains audited
                  financial statements for the Registrant as of December 31,
                  1995 and 1994 and each of the three years in the period ended 
                  December 31, 1995 and as of June 30, 1996 and for the six 
                  months then ended.

           (B)    Items 1 and 2 of the Registrant's Registration Statement on
                  Form 8-A filed on September 6, 1996 pursuant to Section 12 of
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act").

           (C)    The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 1996 filed on November 14, 1996 pursuant
                  to Section 13 of the Securities Exchange Act of 1934, as
                  amended.

           All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing such documents.


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 Articles of Incorporation limit, to the maximum
extent permitted by Section 78.751 of Nevada General Corporation Law, the
personal liability of directors and officers for monetary damages for breach of
their fiduciary duties as directors and officers (other than liabilities arising
from acts or omissions which involve intentional misconduct, fraud or knowing
violations of law or the payment of distributions in violation of Nevada General
Corporation Law). The Articles of Incorporation provide further that the
Registrant shall indemnify to the fullest extent permitted by Nevada General
Corporation Law any person made a party to an action or proceeding by reason of
the fact such person was a director, officer, employee or agent or the
Registrant. Subject to the Registrant's Articles of Incorporation, the Bylaws
provide that the Registrant shall indemnify

                                      II-1
<PAGE>   4
directors and officers for all costs reasonably incurred in connection with any
action, suit or proceeding in which such director or officer is made a party by
virtue of his being an officer or director of the Registrant except where such
director or officer is finally adjudged to have been derelict in the performance
of his duties as such director or officer. The Registrant has entered into
indemnification agreements with its officers and directors containing provisions
which may require the Registrant, among other things, to indemnify the officers
and directors against certain liabilities that may arise by reason of their
status or service as directors or officers (other than liabilities arising from
willful misconduct of a culpable nature), and to advance their expenses incurred
as a result of any proceeding against them as to which they could be
indemnified.

ITEM 7.    Exemption From Registration Claimed

           Not Applicable.

ITEM 8.    Exhibits

           4.1(1)      1987 Stock Option Plan including form of Stock Option 
                       Agreement

           4.2(2)      1996 Stock Option Plan including form of Stock Option 
                       Agreement

           4.3(3)      1996 Employee Stock Purchase Plan including form of 
                       Subscription Agreement

           4.4(4)      1996 Director Option Plan including form of Director 
                       Option Agreement

           5.1         Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as 
                       to legality of securities being registered.

           23.1        Independent Auditors' Consent (see Page II-5).

           23.2        Consent of Counsel (contained in Exhibit 5.1).

           24.1        Power of Attorney (see Page II-4).

------------------------------------


(1)      Exhibit No. 4.1 is incorporated by reference to Exhibit 10.2 filed with
         Registrant's Registration Statement on Form S-1, No. 333-08383.
(2)      Exhibit No. 4.2 is incorporated by reference to Exhibit 10.3 filed with
         the Registrant's Registration Statement on Form S-1, No. 333-08383.
(3)      Exhibit No. 4.3 is incorporated by reference to Exhibit 10.4 filed with
         the Registrant's Registration Statement on Form S-1, No. 333-08383.
(4)      Exhibit No. 4.4 is incorporated by reference to Exhibit 10.5 filed with
         the Registrant's Registration Statement on Form S-1, No. 333-08383.

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 to include
any material information with respect to the plan of

                                      II-2
<PAGE>   5
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities 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.

                  (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 offering.

         (B) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the Nevada General Corporation Law, the Restated
Articles of Incorporation of the Registrant, the Bylaws of the Registrant,
Indemnification Agreements entered into between the Registrant and its officers
and directors, or otherwise, the Registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in
the Securities 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 Securities
Act and will be governed by the final adjudication of such issue.


                                      II-3
<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, Cymer, Inc, a corporation organized and existing under the laws
of the State of Nevada, 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 Diego, State of California, on this 21st day
of November, 1996.

                          CYMER, INC.

                          By: /s/ William A. Angus, III
                              ______________________________________________
                              William A. Angus, III
                              Senior Vice President, Chief Financial Officer
                              and Secretary



                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William A. Angus, III and Robert P.
Akins, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

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

<TABLE>
<CAPTION>

           SIGNATURE                                      TITLE                                     DATE

<S>                                   <C>                                                     <C>
       /s/ Robert P. Akins            President, Chief Executive Officer and                  November 21, 1996
__________________________________    Chairman of the Board
       (Robert P. Akins)              

    /s/ William A. Angus              Senior Vice President, Chief Financial                  November 21, 1996
__________________________________    Officer and Secretary
    (William A. Angus, III)           

         /s/ Nancy J. Baker           Director, Corporate Finance and Treasurer               November 21, 1996
__________________________________
       (Nancy J. Baker)

     /s/ Richard P. Abraham           Director                                                November 21, 1996
__________________________________
     (Richard P. Abraham)

     /s/ Kenneth M. Deemer            Director                                                November 21, 1996
__________________________________
      (Kenneth M. Deemer)

    /s/ Peter J. Simone               Director                                                November 21, 1996
__________________________________
       (Peter J. Simone)

    /s/ F. Duwaine Townsen            Director                                                November 21, 1996
__________________________________
     (F. Duwaine Townsen)
</TABLE>

                                      II-4
<PAGE>   7
                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>

Exhibit                                                              
 Number                                                              
-------                                                              
<S>          <C>                                                             
 4.1(1)      1987 Stock Option Plan including form of Stock Option 
             Agreement

 4.2(2)      1996 Stock Option Plan including form of Stock Option 
             Agreement

 4.3(3)      1996 Employee Stock Purchase Plan including form of 
             Subscription Agreement

 4.4(4)      1996 Director Option Plan including form of Director 
             Option Agreement

 5.1         Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as 
             to legality of securities being registered.

23.1         Independent Auditors' Consent.

23.2         Consent of Counsel (contained in Exhibit 5.1).

24.1         Power of Attorney (see Page II-4).

------------------------------------
(1)      Exhibit No. 4.1 is incorporated by reference to Exhibit 10.2 filed with
         Registrant's Registration Statement on Form S-1, No. 333-08383.

(2)      Exhibit No. 4.2 is incorporated by reference to Exhibit 10.3 filed with
         the Registrant's Registration Statement on Form S-1, No. 333-08383.

(3)      Exhibit No. 4.3 is incorporated by reference to Exhibit 10.4 filed with
         the Registrant's Registration Statement on Form S-1, No. 333-08383.

(4)      Exhibit No. 4.4 is incorporated by reference to Exhibit 10.5 filed with
         the Registrant's Registration Statement on Form S-1, No. 333-08383.

</TABLE>

===============================================================================
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR CYMER, INC.", "secsgml_size_bytes": 20270}]
{"company-data": {"conformed-name": "CYMER INC", "cik": "0000897067", "assigned-sic": "3861", "irs-number": "330175463", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16559", "film-number": "96670383"}, "business-address": {"street1": "16275 TECHNOLOGY DR", "city": "SAN DIEGO", "state": "CA", "zip": "92127", "phone": "6194872442"}, "mail-address": {"street1": "16275 TECHNOLOGY DR", "city": "SAN DIEGO", "state": "CA", "zip": "92127-1815"}, "former-company": {"former-conformed-name": "CYMER LASER TECHNOLOGIES", "date-changed": "19960608"}}
1
       As filed with the Securities and Exchange Commission on November 21, 1996
                                                      Registration No. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                   CYMER, INC.
               (Exact name of issuer as specified in its charter)

                 Nevada                                      33-0175463
        ------------------------           ------------------------------------
        (State of Incorporation)           (I.R.S. Employer Identification No.)

                             16275 Technology Drive
                               San Diego, CA 92127
                    (Address of principal executive offices)

                             1987 STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN
                            1996 DIRECTOR OPTION PLAN
                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                               DR. ROBERT P. AKINS
                             Chief Executive Officer
                                   CYMER, INC.
                             16275 Technology Drive
                               San Diego, CA 92127
                                 (619) 487-2442
            (Name, address and telephone number of agent for service)

                                   Copies to:

                           HENRY P. MASSEY, JR., ESQ.
                              GREGORY T. COX, ESQ.
                       Wilson, Sonsini, Goodrich & Rosati
                            Professional Corporation
                               650 Page Mill Road
                        Palo Alto, Californ a 94304-1050
                                 (415) 493-9300
2
================================================================================
                         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               Price                  Fee
---------------------------------------------------------------------------------------------------------------------------------
Common Stock $0.001 par value,
  previously issued or to be issued
  under 1987 Stock Option Plan                 1,193,788              $1.95(2)        $ 2,327,886.60           $    705.42
---------------------------------------------------------------------------------------------------------------------------------
Common Stock $0.001 par value, to
  be issued under 1996 Stock Option
  Plan                                         1,500,000              $26.72(3)        40,080,000.00             12,145.45
---------------------------------------------------------------------------------------------------------------------------------
Common Stock $0.001 par value, to
  be issued under 1996 Director
  Option Plan                                    100,000              $29.25(4)         2,925,000.00                886.36
---------------------------------------------------------------------------------------------------------------------------------
Common Stock $0.001 par value, to
  be issued under 1996 Employee
  Stock Purchase Plan                            250,000              $24.86(5)         6,215,000.00              1,883.33
---------------------------------------------------------------------------------------------------------------------------------
         TOTAL                                 3,043,788                              $51,547,886.60           $ 15,620.56
=================================================================================================================================
(1)      For the sole purpose of calculating the registration fee, the number of
         shares to be registered under this Registration Statement is the number
         of shares subject to options currently outstanding under the 1987 Stock
         Option Plan, and the number of shares authorized to be issued under the
         1996 Stock Option Plan, the 1996 Director Option Plan and the 1996
         Employee Stock Purchase Plan.

(2)      Estimated in accordance with Rule 457(h) under the Securities Act of
         1933, as amended (the "Securities Act"), solely for the purpose of 
         calculating the total registration fee. The price of $1.66 per share 
         represents the weighted average exercise price of the 1,193,788 
         shares subject to options currently outstanding under the 1987 Stock 
         Option Plan.

(3)      Estimated in accordance with Rule 457(h) under the Securities Act 
         solely for the purpose of calculating the total registration fee.
         The price of $26.72 per share represents the weighted average 
         exercise price based on (a) the exercise price of the 192,050 shares 
         subject to options currently outstanding of $9.50 per share and 
         (b) as to the 1,307,950 shares subject to future issuance under the 
         1996 Stock Option Plan, the average of the high and low prices 
         reported in the Nasdaq National Market on November 15, 1996 of $29.25 
         per share (the "Market Price").

(4)      Estimated in accordance with Rule 457(h) under the Securities Act 
         solely for the purpose of calculating the total registration 
         fee. Computation based upon the Market Price because the price at 
         which the options to be granted in the future may be exercised or 
         the price at which shares may be purchased in the future is not 
         currently determinable.

(5)      Estimated pursuant to Rule 457 solely for purposes of calculating the 
         registration fee on the basis of 85% of the Market Price.
3
           PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    Information Incorporated by Reference

           The following documents and information heretofore filed with the
Securities and Exchange Commission are hereby incorporated by reference:

           (A)    The Registrant's Prospectus filed with the Commission pursuant
                  to Rule 424(b) on September 18, 1996, which contains audited
                  financial statements for the Registrant as of December 31,
                  1995 and 1994 and each of the three years in the period ended 
                  December 31, 1995 and as of June 30, 1996 and for the six 
                  months then ended.

           (B)    Items 1 and 2 of the Registrant's Registration Statement on
                  Form 8-A filed on September 6, 1996 pursuant to Section 12 of
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act").

           (C)    The Registrant's Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 1996 filed on November 14, 1996 pursuant
                  to Section 13 of the Securities Exchange Act of 1934, as
                  amended.

           All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing such documents.

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 Articles of Incorporation limit, to the maximum
extent permitted by Section 78.751 of Nevada General Corporation Law, the
personal liability of directors and officers for monetary damages for breach of
their fiduciary duties as directors and officers (other than liabilities arising
from acts or omissions which involve intentional misconduct, fraud or knowing
violations of law or the payment of distributions in violation of Nevada General
Corporation Law). The Articles of Incorporation provide further that the
Registrant shall indemnify to the fullest extent permitted by Nevada General
Corporation Law any person made a party to an action or proceeding by reason of
the fact such person was a director, officer, employee or agent or the
Registrant. Subject to the Registrant's Articles of Incorporation, the Bylaws
provide that the Registrant shall indemnify

                                      II-1
4
directors and officers for all costs reasonably incurred in connection with any
action, suit or proceeding in which such director or officer is made a party by
virtue of his being an officer or director of the Registrant except where such
director or officer is finally adjudged to have been derelict in the performance
of his duties as such director or officer. The Registrant has entered into
indemnification agreements with its officers and directors containing provisions
which may require the Registrant, among other things, to indemnify the officers
and directors against certain liabilities that may arise by reason of their
status or service as directors or officers (other than liabilities arising from
willful misconduct of a culpable nature), and to advance their expenses incurred
as a result of any proceeding against them as to which they could be
indemnified.

ITEM 7.    Exemption From Registration Claimed

           Not Applicable.

ITEM 8.    Exhibits

           4.1(1)      1987 Stock Option Plan including form of Stock Option 
                       Agreement

           4.2(2)      1996 Stock Option Plan including form of Stock Option 
                       Agreement

           4.3(3)      1996 Employee Stock Purchase Plan including form of 
                       Subscription Agreement

           4.4(4)      1996 Director Option Plan including form of Director 
                       Option Agreement

           5.1         Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as 
                       to legality of securities being registered.

           23.1        Independent Auditors' Consent (see Page II-5).

           23.2        Consent of Counsel (contained in Exhibit 5.1).

           24.1        Power of Attorney (see Page II-4).

------------------------------------

(1)      Exhibit No. 4.1 is incorporated by reference to Exhibit 10.2 filed with
         Registrant's Registration Statement on Form S-1, No. 333-08383.
(2)      Exhibit No. 4.2 is incorporated by reference to Exhibit 10.3 filed with
         the Registrant's Registration Statement on Form S-1, No. 333-08383.
(3)      Exhibit No. 4.3 is incorporated by reference to Exhibit 10.4 filed with
         the Registrant's Registration Statement on Form S-1, No. 333-08383.
(4)      Exhibit No. 4.4 is incorporated by reference to Exhibit 10.5 filed with
         the Registrant's Registration Statement on Form S-1, No. 333-08383.

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 to include
any material information with respect to the plan of

                                      II-2
5
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities 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.

                  (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 offering.

         (B) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the Nevada General Corporation Law, the Restated
Articles of Incorporation of the Registrant, the Bylaws of the Registrant,
Indemnification Agreements entered into between the Registrant and its officers
and directors, or otherwise, the Registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as expressed in
the Securities 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 Securities
Act and will be governed by the final adjudication of such issue.

                                      II-3
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, Cymer, Inc, a corporation organized and existing under the laws
of the State of Nevada, 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 Diego, State of California, on this 21st day
of November, 1996.

                          CYMER, INC.

                          By: /s/ William A. Angus, III
                              ______________________________________________
                              William A. Angus, III
                              Senior Vice President, Chief Financial Officer
                              and Secretary

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William A. Angus, III and Robert P.
Akins, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE                                      TITLE                                     DATE
/s/ Robert P. Akins            President, Chief Executive Officer and                  November 21, 1996
__________________________________    Chairman of the Board
       (Robert P. Akins)              

    /s/ William A. Angus              Senior Vice President, Chief Financial                  November 21, 1996
__________________________________    Officer and Secretary
    (William A. Angus, III)           

         /s/ Nancy J. Baker           Director, Corporate Finance and Treasurer               November 21, 1996
__________________________________
       (Nancy J. Baker)

     /s/ Richard P. Abraham           Director                                                November 21, 1996
__________________________________
     (Richard P. Abraham)

     /s/ Kenneth M. Deemer            Director                                                November 21, 1996
__________________________________
      (Kenneth M. Deemer)

    /s/ Peter J. Simone               Director                                                November 21, 1996
__________________________________
       (Peter J. Simone)

    /s/ F. Duwaine Townsen            Director                                                November 21, 1996
__________________________________
     (F. Duwaine Townsen)
II-4
7
                                INDEX TO EXHIBITS
Exhibit                                                              
 Number                                                              
-------
4.1(1)      1987 Stock Option Plan including form of Stock Option 
             Agreement

 4.2(2)      1996 Stock Option Plan including form of Stock Option 
             Agreement

 4.3(3)      1996 Employee Stock Purchase Plan including form of 
             Subscription Agreement

 4.4(4)      1996 Director Option Plan including form of Director 
             Option Agreement

 5.1         Opinion of Wilson, Sonsini, Goodrich & Rosati, P.C., as 
             to legality of securities being registered.

23.1         Independent Auditors' Consent.

23.2         Consent of Counsel (contained in Exhibit 5.1).

24.1         Power of Attorney (see Page II-4).

------------------------------------
(1)      Exhibit No. 4.1 is incorporated by reference to Exhibit 10.2 filed with
         Registrant's Registration Statement on Form S-1, No. 333-08383.

(2)      Exhibit No. 4.2 is incorporated by reference to Exhibit 10.3 filed with
         the Registrant's Registration Statement on Form S-1, No. 333-08383.

(3)      Exhibit No. 4.3 is incorporated by reference to Exhibit 10.4 filed with
         the Registrant's Registration Statement on Form S-1, No. 333-08383.

(4)      Exhibit No. 4.4 is incorporated by reference to Exhibit 10.5 filed with
         the Registrant's Registration Statement on Form S-1, No. 333-08383.
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