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Filed with the Securities and Exchange Commission on September 23, 2005<BR>
                                               Registration No. 333-________
</B></P></font>

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<B><FONT SIZE=2><P ALIGN="CENTER">UNITED STATES SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</P>
</B></FONT><P><HR WIDTH="25%" SIZE=0></P>
<B><FONT SIZE=5><P ALIGN="CENTER">FORM S-8</P>
</FONT><FONT SIZE=2><P ALIGN="CENTER">REGISTRATION STATEMENT<BR>
<I>Under<BR>
The Securities Act of 1933</I> </P>
</B></FONT><P><HR WIDTH="25%" SIZE=0></P>
<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER"><IMG SRC="logo.jpg" WIDTH=154 HEIGHT=38>
</FONT><B><U><FONT SIZE="5" color="#008B9A"><p align="center">Mattson Technology, Inc.
</B></U></FONT><FONT SIZE=2><BR>
(Exact name of registrant as specified in its charter) </P>
<P>&nbsp; </P>

<P ALIGN="CENTER">
<TABLE CELLSPACING=0 BORDER=0 WIDTH=622>
<TR><TD WIDTH="62%" VALIGN="MIDDLE">
<B><U><FONT SIZE=2><P ALIGN="CENTER">Delaware</B></U></FONT></TD>
<TD WIDTH="38%" VALIGN="MIDDLE">
<B><U><FONT SIZE=2><P ALIGN="CENTER">77-0208119</B></U></FONT></TD>
</TR>
<TR><TD WIDTH="62%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">&nbsp; (State or other jurisdiction of
incorporation or organization)&nbsp;</FONT></TD>
<TD WIDTH="38%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">(I.R.S. employer identification
no.)</FONT></TD>
</TR>
</TABLE></P>

   <FONT SIZE=2><P ALIGN="CENTER">47131 Bayside Parkway<BR>
Fremont, California  &nbsp;&nbsp; 94538
<BR>
(Address of principal executive offices)  (Zip code)</P>

<B><P ALIGN="CENTER">Mattson Technology, Inc.<BR>
2005 Equity Incentive Plan<BR>
&#9;</B>(Full title of the plan)</P>

<P ALIGN="CENTER">Ludger Viefhues<BR>
Executive Vice President-Finance, Chief Financial Officer and Secretary<BR>
Mattson Technology, Inc.<BR>
47131 Bayside Parkway<BR>
Fremont, California 94538<BR>
(Name and address of agent for service)</P>


<P>Telephone number, including area code, of agent for service: (510) 657-5900.</P>
<P>This registration statement shall hereafter become effective in accordance with Rule&nbsp;462 promulgated under
the Securities Act of 1933, as amended.</P>

<P ALIGN="CENTER">
<TABLE BORDER=1 CELLSPACING=2 CELLPADDING=7 WIDTH=90%>
<TR><TD VALIGN="TOP" COLSPAN=6>
<FONT SIZE=2><P ALIGN="CENTER"><BR>
CALCULATION OF REGISTRATION FEE<BR>
</TD>
</TR>
<TR><TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Title of Securities to be registered</TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Amount to be registered</TD>
<TD WIDTH="20%" VALIGN="BOTTOM" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER"><BR>
Proposed maximum offering price per share</TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Proposed maximum aggregate offering price<SUP>3</SUP></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=2><P ALIGN="CENTER">Amount of registration fee</TD>
</TR>
<TR><TD WIDTH="40%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=6>
<U><FONT SIZE=2><P>2005 Equity Incentive Plan</U></TD>
</TR>
<TR><TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>Common Stock<BR>
                Par Value $0.001</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">11,975,000</TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">$7.64</TD>
<TD WIDTH="22%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P ALIGN="CENTER">$91,489,000.00</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$10,768.26</TD>
</TR>
<TR><TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</TD>
<TD WIDTH="22%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="58%" VALIGN="TOP" COLSPAN=3>
<FONT SIZE=2><P>Registration Fee Offset</TD>
<TD WIDTH="22%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">-$2,651.52</TD>
</TR>
<TR><TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</TD>
<TD WIDTH="22%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P>TOTAL</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">11,975,000</TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</TD>
<TD WIDTH="22%" VALIGN="TOP" COLSPAN=2>
<FONT SIZE=2><P>&nbsp;</TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">$8,116.74</TD>
</TR>
</TABLE></P>


<P>______________


<P><SUP>1</SUP>    The securities to be registered include options and rights to acquire such Common
Stock.

<P><SUP>2</SUP>
    Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities
Act"), this registration statement also covers any additional securities that may be offered
or issued in connection with any stock split, stock dividend or similar transaction.

<P><SUP>3</SUP>
    Estimated pursuant to Rule 457(h) of the Securities Act solely for purposes of
calculating the registration fee.  The price for the shares under the 2005 Equity Incentive
Plan is based upon the average of the high and low prices of the Common Stock on
September 20, 2005, as reported on the Nasdaq National Market.

<P><SUP>4</SUP>
    Pursuant to Rule 457(p) under the Securities Act, the registration fee is offset by registration fees
previously paid by the registrant with respect to unsold shares of common stock registered under
Registration Statements No. 333-113683 (filed on March 17, 2004), No. 333-100094 (filed on September
25, 2002) and No. 333-63156 (filed on June 15, 2001) on Form S-8 which registration fees of $2,048.74,
$142.78 and $460.00, respectively, were paid with respect to a total of 2,400,000 unsold shares.  The
registrant has deregistered such shares by post-effective amendment.  The unsold shares are shares that
remained available for grant under the Mattson Technology, Inc. Amended and Restated 1989 Stock
Option Plan (the "1989 Plan") upon its termination.  The registrant adopted, effective May 25, 2005, the
Mattson Technology, Inc. 2005 Equity Incentive Plan, which replaces the 1989 Plan.

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<P ALIGN="CENTER">PART II</P>
<U><P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P></U>


<U><P>Item 3.</U> &nbsp;&nbsp;&nbsp;&nbsp; <U>Incorporation of Documents by Reference</P>
</U><P>Mattson Technology, Inc. (the "Company") hereby incorporates by reference in this registration statement the
following documents:</P>
<P>(a)&#9;The Company's annual report on Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), containing audited financial statements for the Company's
fiscal year ended December 31, 2004, as filed with the Securities and Exchange Commission on March 23, 2005.</P>
<P>(b)&#9;All other reports filed pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the registrant document referred to in (a) above.</P>
<P>(c)&#9;The description of the Company's Common Stock contained in the Company's Registration Statement on
Form&nbsp;8-A filed under the Exchange Act on September 22, 1994, including any amendment or report filed for the
purpose of updating such description.</P>
<P>All documents subsequently filed by the Company pursuant to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof from the date of filing of such
documents.</P>
<U><P>Item 4.</U> &nbsp;&nbsp;&nbsp;&nbsp; <U>Description of Securities</P>
</U><P>The class of securities to be offered is registered under Section&nbsp;12 of the Exchange Act.</P>

<U><P>Item 5.</U> &nbsp;&nbsp;&nbsp;&nbsp; <U>Interests of Named Experts and Counsel</P>
</U><P>Inapplicable. </P>

<U><P>Item 6.</U> &nbsp;&nbsp;&nbsp;&nbsp; <U>Indemnification of Directors and Officers</P>
</U><P>Section 102(b) of the Delaware General Corporation Law authorizes a corporation to provide in its Certificate of
Incorporation that a director of the corporation shall not be personally liable to a corporation or its stockholders for
monetary damages for breach or alleged breach of the director's "duty of care." While this statute does not change the
directors' duty of care, it enables corporations to limit available relief to equitable remedies such as injunction or
rescission. The statute has no effect on a director's duty of loyalty or liability for acts or omissions not in good faith or
involving intentional misconduct or knowing violations of law, illegal payment of dividends or stock redemptions or
repurchases, or for any transaction from which the director derives an improper personal benefit. As permitted by the
statute, the Company has adopted provisions in its Certificate of Incorporation which eliminate to the fullest extent
permissible under Delaware law the personal liability of its directors to the Company and its stockholders for monetary
damages for breach or alleged breach of their duty of care.</P>
<P>Section 145 of the General Corporation Law of the State of Delaware provides for the indemnification of officers,
directors, employees and agents of a corporation. The Bylaws of the Company provide for indemnification of its
directors, officers, employees and agents to the full extent permitted by Delaware law, including those circumstances in
which indemnification would otherwise be discretionary under Delaware law. The Company's Bylaws also empower it to
enter into indemnification agreements with its directors and officers and to purchase insurance on behalf of any person
whom it is required or permitted to indemnify. The Company has entered into agreements with its directors and certain of
its executive officers that require the Company to indemnify such persons to the fullest extent permitted under Delaware
law against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including
expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any such
person may be made a party by reason of the fact that such person is or was a director or an executive officer of the
Company or any of its affiliated enterprises. The indemnification agreements also set forth certain procedures that will
apply in the event of a claim for indemnification thereunder.</P>
<P>Section 145 of the General Corporation Law of the State of Delaware provides for indemnification in terms
sufficiently broad to indemnify such individuals, under certain circumstances, for liabilities (including reimbursement of
expenses incurred) arising under the Securities Act.</P>

<U><P>Item 7.</U> &nbsp;&nbsp;&nbsp;&nbsp; <U>Exemption From Registration Claimed</P>
</U><P>Inapplicable.</P>
<U><P>Item 8.</U> &nbsp;&nbsp;&nbsp;&nbsp; <U>Exhibits</P>
</U><P>See Exhibit Index.</P>
<U><P>Item 9.</U> &nbsp;&nbsp;&nbsp;&nbsp; <U>Undertakings</P>

</U><P>&#9;The undersigned registrant hereby undertakes:</P>
<P>&#9;</P>
<P>&#9;(1)&#9;To file, during any period in which offers or sales are being made, a post-effective amendment to this
registration statement:</P>

<DIR>
<P>&#9;&#9;&#9;(i)&#9;To include any prospectus required by Section 10(a)(3) of the Securities Act;</P>
<P>&#9;&#9;&#9;(ii)&#9;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;</P>
<P>&#9;&#9;&#9;(iii)&#9;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;</P>
<U><P>provided, however</U>, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the registration statement is on
Form S-3 or Form S-8, and 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&nbsp;13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.</P>
</DIR>

<P>&#9;&#9;(2)&#9;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.</P>
<P>&#9;&#9;(3)&#9;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.</P>
<P>&#9;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&nbsp;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.</P>
<P>&#9;&#9;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 foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.</P>

<BR>
<BR>
<HR align=center SIZE=2 width="85%">
<BR>
<BR>

<U>
<P ALIGN="CENTER">SIGNATURE</P>
</U><P>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&nbsp;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 Fremont,
State of California, on <BR>
September 23, 2005.</P>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">

<FONT SIZE=2><P>MATTSON TECHNOLOGY, INC.
</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=2><P>By:&#9;<U>/s/ Ludger Viefhues </U></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<FONT SIZE=2><P>&nbsp;</TD>
<TD WIDTH="50%" VALIGN="TOP">

<FONT SIZE=2><P>Ludger Viefhues<BR>
Executive Vice President-Finance, Chief Financial Officer and Secretary
</TD>
</TR>
</TABLE>

<BR>
<BR>
<HR align=center SIZE=2 width="85%">
<BR>
<BR>

<U><P ALIGN="CENTER">SIGNATURES AND POWER OF ATTORNEY</P>
</U><P>The officers and directors of Mattson Technology, Inc. whose signatures appear below, hereby constitute and
appoint David Dutton and Ludger Viefhues, and each of them, their true and lawful attorneys and agents, with full power
of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or
amendments to this registration statement on Form&nbsp;S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes, shall do or cause to be done by virtue hereof.
</P>
<P>Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed
by the following persons in the capacities indicated on September 23, 2005.</P>

<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=24 WIDTH=623>
<TR><TD WIDTH="39%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Signature</TD>
<TD WIDTH="61%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Title</TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ David Dutton&#9;<BR>
</U>David Dutton</TD>
<TD WIDTH="61%" VALIGN="TOP">
<FONT SIZE=2><P>Chief Executive Officer, President and Director (Principal Executive Officer) </TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Ludger Viefhues&#9;<BR>
</U>Ludger Viefhues</TD>
<TD WIDTH="61%" VALIGN="TOP">
<FONT SIZE=2><P>Executive Vice President-Finance, Chief Financial Officer and Secretary (Principal Financial and Accounting
Officer)</TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Dr. Jochen Melchior&#9;<BR>
</U>Dr. Jochen Melchior</TD>
<TD WIDTH="61%" VALIGN="TOP">
<FONT SIZE=2><P>Chairman of the Board</TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ William Turner&#9;<BR>
</U>William Turner</TD>
<TD WIDTH="61%" VALIGN="TOP">
<FONT SIZE=2><P>Director</TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Shigeru Nakayama&#9;<BR>
</U>Shigeru Nakayama</TD>
<TD WIDTH="61%" VALIGN="TOP">
<FONT SIZE=2><P>Director</TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Kenneth Kannappan&#9;</U><BR>
Kenneth Kannappan</TD>
<TD WIDTH="61%" VALIGN="TOP">
<FONT SIZE=2><P>Director</TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Dr. Hans-Georg Betz&#9;</U><BR>
Dr. Hans-Georg Betz</TD>
<TD WIDTH="61%" VALIGN="TOP">
<FONT SIZE=2><P>Director</TD>
</TR>
<TR><TD WIDTH="39%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Kenneth G. Smith&#9;</U><BR>
Kenneth G. Smith</TD>
<TD WIDTH="61%" VALIGN="TOP">
<FONT SIZE=2><P>Director</TD>
</TR>
</TABLE>

<BR>
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<HR align=center SIZE=2 width="85%">
<BR>
<BR>

<FONT SIZE=2>
<P ALIGN="CENTER">EXHIBIT INDEX</P>

<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=661>
<TR><TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">4.1</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY"><A HREF="http://www.sec.gov/Archives/edgar/data/928421/000101287001000317/0001012870-01-000317-0002.txt">
Amended and Restated Certificate of Incorporation of the Company is incorporated by reference to
Exhibit 3.1 to the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission on January 30, 2001.</A>
</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">4.2</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY"><A HREF="http://www.sec.gov/Archives/edgar/data/928421/000101041002000018/exh3_2.txt">
Third Amended and Restated Bylaws of the Company are incorporated by reference to Exhibit 3.2
to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2002.</A></FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">5</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY"><A HREF="exh5.htm">Opinion of Legality</A></FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">23.1</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Consent of Counsel (included in Exhibit 5)
</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">23.2</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY"><A HREF="exh23-2.htm">Consent of Independent Registered Public Accounting Firm </A>
</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">24</FONT></TD>
<TD WIDTH="83%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Power of Attorney (included in signature pages to this registration statement)</FONT></TD>
</TR>
</TABLE>

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09232005 S8 DOC
Filed with the Securities and Exchange Commission on September 23, 2005
Registration No. 333-________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Mattson Technology, Inc.
(Exact name of registrant as specified in its charter)
Delaware
77-0208119
(State or other jurisdiction of
incorporation or organization)
(I.R.S. employer identification
no.)
47131 Bayside Parkway
Fremont, California     94538
(Address of principal executive offices)  (Zip code)
Mattson Technology, Inc.
2005 Equity Incentive Plan
(Full title of the plan)
Ludger Viefhues
Executive Vice President-Finance, Chief Financial Officer and Secretary
Mattson Technology, Inc.
47131 Bayside Parkway
Fremont, California 94538
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (510) 657-5900.
This registration statement shall hereafter become effective in accordance with Rule 462 promulgated under
the Securities Act of 1933, as amended.
CALCULATION OF REGISTRATION FEE
Title of Securities to be registered
Amount to be registered
Proposed maximum offering price per share
Proposed maximum aggregate offering price
3
Amount of registration fee
2005 Equity Incentive Plan
Common Stock
Par Value $0.001
11,975,000
$7.64
$91,489,000.00
$10,768.26
Registration Fee Offset
-$2,651.52
TOTAL
11,975,000
$8,116.74
______________
1
The securities to be registered include options and rights to acquire such Common
Stock.
2
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities
Act"), this registration statement also covers any additional securities that may be offered
or issued in connection with any stock split, stock dividend or similar transaction.
3
Estimated pursuant to Rule 457(h) of the Securities Act solely for purposes of
calculating the registration fee.  The price for the shares under the 2005 Equity Incentive
Plan is based upon the average of the high and low prices of the Common Stock on
September 20, 2005, as reported on the Nasdaq National Market.
4
Pursuant to Rule 457(p) under the Securities Act, the registration fee is offset by registration fees
previously paid by the registrant with respect to unsold shares of common stock registered under
Registration Statements No. 333-113683 (filed on March 17, 2004), No. 333-100094 (filed on September
25, 2002) and No. 333-63156 (filed on June 15, 2001) on Form S-8 which registration fees of $2,048.74,
$142.78 and $460.00, respectively, were paid with respect to a total of 2,400,000 unsold shares.  The
registrant has deregistered such shares by post-effective amendment.  The unsold shares are shares that
remained available for grant under the Mattson Technology, Inc. Amended and Restated 1989 Stock
Option Plan (the "1989 Plan") upon its termination.  The registrant adopted, effective May 25, 2005, the
Mattson Technology, Inc. 2005 Equity Incentive Plan, which replaces the 1989 Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
Mattson Technology, Inc. (the "Company") hereby incorporates by reference in this registration statement the
following documents:
(a)	The Company's annual report on Form 10-K filed pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), containing audited financial statements for the Company's
fiscal year ended December 31, 2004, as filed with the Securities and Exchange Commission on March 23, 2005.
(b)	All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the registrant document referred to in (a) above.
(c)	The description of the Company's Common Stock contained in the Company's Registration Statement on
Form 8-A filed under the Exchange Act on September 22, 1994, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof from the date of filing of such
documents.
Item 4.
Description of Securities
The class of securities to be offered is registered under Section 12 of the Exchange Act.
Item 5.
Interests of Named Experts and Counsel
Inapplicable.
Item 6.
Indemnification of Directors and Officers
Section 102(b) of the Delaware General Corporation Law authorizes a corporation to provide in its Certificate of
Incorporation that a director of the corporation shall not be personally liable to a corporation or its stockholders for
monetary damages for breach or alleged breach of the director's "duty of care." While this statute does not change the
directors' duty of care, it enables corporations to limit available relief to equitable remedies such as injunction or
rescission. The statute has no effect on a director's duty of loyalty or liability for acts or omissions not in good faith or
involving intentional misconduct or knowing violations of law, illegal payment of dividends or stock redemptions or
repurchases, or for any transaction from which the director derives an improper personal benefit. As permitted by the
statute, the Company has adopted provisions in its Certificate of Incorporation which eliminate to the fullest extent
permissible under Delaware law the personal liability of its directors to the Company and its stockholders for monetary
damages for breach or alleged breach of their duty of care.
Section 145 of the General Corporation Law of the State of Delaware provides for the indemnification of officers,
directors, employees and agents of a corporation. The Bylaws of the Company provide for indemnification of its
directors, officers, employees and agents to the full extent permitted by Delaware law, including those circumstances in
which indemnification would otherwise be discretionary under Delaware law. The Company's Bylaws also empower it to
enter into indemnification agreements with its directors and officers and to purchase insurance on behalf of any person
whom it is required or permitted to indemnify. The Company has entered into agreements with its directors and certain of
its executive officers that require the Company to indemnify such persons to the fullest extent permitted under Delaware
law against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including
expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any such
person may be made a party by reason of the fact that such person is or was a director or an executive officer of the
Company or any of its affiliated enterprises. The indemnification agreements also set forth certain procedures that will
apply in the event of a claim for indemnification thereunder.
Section 145 of the General Corporation Law of the State of Delaware provides for indemnification in terms
sufficiently broad to indemnify such individuals, under certain circumstances, for liabilities (including reimbursement of
expenses incurred) arising under the Securities Act.
Item 7.
Exemption From Registration Claimed
Inapplicable.
Item 8.
Exhibits
See Exhibit Index.
Item 9.
Undertakings
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 Securities 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;
(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 paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the registration statement is on
Form S-3 or Form S-8, and 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 Exchange Act
that are incorporated by reference in the 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.
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.
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 foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and will be governed by the final
adjudication of such issue.
SIGNATURE
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 Fremont,
State of California, on
September 23, 2005.
MATTSON TECHNOLOGY, INC.
By:
/s/ Ludger Viefhues
Ludger Viefhues
Executive Vice President-Finance, Chief Financial Officer and Secretary
SIGNATURES AND POWER OF ATTORNEY
The officers and directors of Mattson Technology, Inc. whose signatures appear below, hereby constitute and
appoint David Dutton and Ludger Viefhues, and each of them, their true and lawful attorneys and agents, with full power
of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or
amendments to this registration statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed
by the following persons in the capacities indicated on September 23, 2005.
Signature
Title
/s/ David Dutton
David Dutton
Chief Executive Officer, President and Director (Principal Executive Officer)
/s/ Ludger Viefhues
Ludger Viefhues
Executive Vice President-Finance, Chief Financial Officer and Secretary (Principal Financial and Accounting
Officer)
/s/ Dr. Jochen Melchior
Dr. Jochen Melchior
Chairman of the Board
/s/ William Turner
William Turner
Director
/s/ Shigeru Nakayama
Shigeru Nakayama
Director
/s/ Kenneth Kannappan
Kenneth Kannappan
Director
/s/ Dr. Hans-Georg Betz
Dr. Hans-Georg Betz
Director
/s/ Kenneth G. Smith
Kenneth G. Smith
Director
EXHIBIT INDEX
4.1
Amended and Restated Certificate of Incorporation of the Company is incorporated by reference to
Exhibit 3.1 to the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission on January 30, 2001.
4.2
Third Amended and Restated Bylaws of the Company are incorporated by reference to Exhibit 3.2
to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2002.
5
Opinion of Legality
23.1
Consent of Counsel (included in Exhibit 5)
23.2
Consent of Independent Registered Public Accounting Firm
24
Power of Attorney (included in signature pages to this registration statement)