AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 2003
                                                   REGISTRATION NO. 333- ______

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                                TEGAL CORPORATION
             (Exact name of registrant as specified in its charter)

          DELAWARE         2201 S. McDowell Boulevard       68-0370244
      (State or other          Petaluma, CA 94955        (I.R.S. Employer
       jurisdiction           (Address of principal    Identification Number)
      of incorporation          executive offices)
      or organization)             (Zip Code)
                              --------------------

                         THE FIFTH AMENDED AND RESTATED
                         1998 EQUITY PARTICIPATION PLAN
                              OF TEGAL CORPORATION

                            (Full title of the plan)
                              --------------------
                                MICHAEL L. PARODI
                 Chairman, President and Chief Executive Officer
                                TEGAL CORPORATION
                           2201 S. McDowell Boulevard
                               Petaluma, CA 94955
                                 (707) 763-5600
 (Name, address and telephone number, including area code, of agent for service)


                                   Copies to:
                          Christopher L. Kaufman, Esq.
                              Latham & Watkins LLP
                             135 Commonwealth Drive
                              Menlo Park, CA 94025
                                 (650) 328-4600
                              --------------------

<PAGE>


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

===================== ================== ================== ================== ==================
                                                                Proposed
                                             Proposed            Maximum
Title of                   Amount             Maximum           Aggregate          Amount of
Securities to               to be         Offering Price        Offering         Registration
be Registered            Registered          Per Share            Price             Fee(1)
--------------------- ------------------ ------------------ ------------------ ------------------
<S>                       <C>                  <C>             <C>                  <C>
Common Stock,
$0.01 par value
issuable under:

The Fifth Amended         4,500,000            $1.49           $6,705,000           $542.44
and Restated 1998
Equity
Participation Plan
of Tegal
Corporation(2)
===================== ================== ================== ================== ==================
</TABLE>

(1)     Estimated solely for the purpose of calculating the registration fee and
        computed pursuant to Rule 457(c) under the Securities Act based upon the
        average ($1.49) of the high ($1.58) and low ($1.40) prices for the
        Company's common stock quoted on the Nasdaq SmallCap Market on November
        18, 2003.
(2)     The Fifth Amended and Restated 1998 Equity Participation Plan of Tegal
        Corporation authorizes the issuance of 6,400,000 shares of the Company's
        common stock, 1,900,000 of which were previously registered on Form S-8
        (File Nos. 333-66781, 333-88373 and 333-51294) filed with the Commission
        on November 4, 1998, October 4, 1999 and December 5, 2000, respectively.



<PAGE>



                                       I.
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

        The information called for in Part I of Form S-8 is not being filed with
or included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").

                                       II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        In this registration statement, Tegal Corporation is sometimes referred
        to as "we," "us" or "our."

        Pursuant to General Instruction E of Form S-8, this registration
statement is filed solely to register an additional 4,500,000 shares of our
common stock reserved for issuance under our Fifth Amended and Restated 1998
Equity Participation Plan which increase was approved by our board of directors
on June 30, 2003 and approved by our stockholders on September 8, 2003.

        Pursuant to General Instruction E, the following documents which we have
filed with the Commission are hereby incorporated by reference in this
registration statement:

        o   Registration statements on Form S-8 (File Nos. 333-66781, 333-88373
            and 333-51294), filed with the Commission on November 4, 1998,
            October 4, 1999 and December 5, 2000, respectively, and our latest
            prospectus filed pursuant to Rule 424(b) under the Securities Act of
            1933, as amended.

        o   Our Annual Report on Form 10-K for the fiscal year ended March 31,
            2003.

        o   Our Quarterly Reports on Form 10-Q for the three months ended June
            30, 2003 and September 30, 2003.

        o   Our Definitive Proxy Statement filed with the Commission on August
            12, 2003.

        o   The description of the common stock contained in our Registration
            Statement on Form 8-A (File No. 01-26824), which was declared
            effective by the Commission on October 18, 1995, including any
            subsequently filed amendments and reports updating this description.

        o   All documents filed with the Commission pursuant to Sections 13(a),
            13(c), 14 or 15(d) of the Exchange Act, after the date of this
            registration statement and prior to the filing of a post-effective
            amendment which indicates that all securities offered have been sold
            or which deregisters all securities then remaining unsold.

        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.


<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        We are a Delaware corporation. Subsection (b)(7) of Section 102 of the
Delaware General Corporation Law (the "DGCL"), enables a corporation in its
original certificate of incorporation or an amendment thereto to eliminate or
limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of the director's fiduciary duty,
except (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) pursuant to
Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which the director derived an improper personal benefit.

        Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any present or former director, officer, employee or agent of the
corporation, or any individual serving at the corporation's request as a
director, officer, employee or agent of another organization, who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding provided that such director, officer, employee
or agent acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, provided further that such director, officer,
employee or agent had no reasonable cause to believe his conduct was unlawful.

        Subsection (b) of Section 145 empowers a corporation to indemnify any
present or former director, officer, employee or agent who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred by the person in connection with the defense or settlement of such
action or suit provided that such director, officer, employee or agent acted in
good faith and in a manner reasonably believed to be in, or not opposed to, the
best interests of the corporation, except that no indemnification may be made in
respect to any claim, issue or matter as to which such director, officer,
employee or agent shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all of the circumstances of the
case, such director or officer is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court shall deem
proper.

        Section 145 further provides that to the extent a director, officer,
employee or agent has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification and advancement of expenses provided
for, by, or granted pursuant to, Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; and empowers
the corporation to purchase and maintain insurance on behalf of a present or
former director, officer, employee or agent of the corporation, or any
individual serving at the corporation's request as a director, officer or
employee of another organization, against any liability asserted against him or
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.

        Our Certificate of Incorporation provides that to the fullest extent
permitted by the Delaware General Corporation Law ("DGCL"), a director of Tegal
shall not be liable to Tegal or its stockholders for monetary damages for breach
of fiduciary duty as a director.

        We have in effect directors' and officers' liability policies in the
aggregate amount of $10 million covering all of our directors and officers.

                                       4


<PAGE>


ITEM 7. EXEMPTION FROM REGISTRATION CHANNELS.

        Not applicable.

ITEM 8. EXHIBITS.

        The following additional exhibits are also attached for filing:

Exhibit
Number              Description
------              -----------
   4.1*   The Fifth Amended and Restated 1998 Equity Participation Plan of
          Tegal Corporation.

   5.1    Opinion of Latham & Watkins LLP.

  23.1    Consent of Latham & Watkins LLP (included in Exhibit 5.1).

  23.2    Consent of PricewaterhouseCoopers LLP.

  24.1    Power of Attorney (included in the signature page).
----------------------

*  Filed as an exhibit to the definitive proxy statement filed August 12, 2003
   (File No. 000-26824) and incorporated herein by reference.

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
        Securities Act of 1933;

           (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. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20 percent change
        in the maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective 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)(1)(ii) do not
        apply if the registration statement is on Form S-3, Form S-8 or Form
        F-3, and the information required to be included in a post-effective
        amendment by those paragraphs is contained in periodic reports filed
        with or furnished to the Commission by the registrant pursuant to

                                       5
<PAGE>

        Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
        are incorporated by reference in the registration statement.

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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
of 1933 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.



                                       6
<PAGE>

                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 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 Petaluma, State of California on this 20th day of
November 2003.

                                TEGAL CORPORATION

                                By:  /s/ Michael L. Parodi
                                     ---------------------------------
                                     Michael L. Parodi
                                     Chairman of the Board, President and Chief
                                     Executive  Officer


                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael L. Parodi, and Thomas R. Mika,
and each or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully 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 indicated on November 20, 2003.

                Signature                               Title


/s/ Michael L. Parodi             Chairman of the Board, President, & Chief
-----------------------------                Executive Officer
Michael L. Parodi                       (Principal Executive Officer)

/s/ Thomas R. Mika            Executive Vice President & Chief Financial Officer
-----------------------------   (Principal Financial and Accounting Officer)
Thomas R. Mika

/s/ Edward A. Dohring                              Director
-----------------------------
Edward A. Dohring

/s/ Jeffrey M. Krauss                              Director
-----------------------------
Jeffrey M. Krauss

/s/ H. Duane Wadsworth                             Director
-----------------------------
H. Duane Wadsworth

<PAGE>


                                INDEX TO EXHIBITS

Exhibit                  Description
Number
   4.1*   The Fifth Amended and Restated 1998 Equity Participation Plan of
          Tegal Corporation.

   5.1    Opinion of Latham & Watkins LLP.

  23.1    Consent of Latham & Watkins LLP (included in Exhibit 5.1).

  23.2    Consent of PricewaterhouseCoopers LLP.

  24.1    Power of Attorney (included on the signature page).

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

* Filed as an exhibit to the definitive proxy statement filed August 12, 2003
(File No. 000-26824) and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "filename": "v00782_s8.txt", "secsgml_size_bytes": 20871}]
{"company-data": {"conformed-name": "TEGAL CORP /DE/", "cik": "0000931059", "assigned-sic": "3559", "irs-number": "680370244", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110650", "film-number": "031016835"}, "business-address": {"street1": "2201 S MCDOWELL BLVD", "street2": "PO BOX 6020", "city": "PETALUMA", "state": "CA", "zip": "94955", "phone": "7077635600"}, "mail-address": {"street1": "2201 S MCDOWELL BLVD", "street2": "PO BOX 6020", "city": "PETALUMA", "state": "CA", "zip": "94955"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 2003
                                                   REGISTRATION NO. 333- ______

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                                TEGAL CORPORATION
             (Exact name of registrant as specified in its charter)

          DELAWARE         2201 S. McDowell Boulevard       68-0370244
      (State or other          Petaluma, CA 94955        (I.R.S. Employer
       jurisdiction           (Address of principal    Identification Number)
      of incorporation          executive offices)
      or organization)             (Zip Code)
                              --------------------

                         THE FIFTH AMENDED AND RESTATED
                         1998 EQUITY PARTICIPATION PLAN
                              OF TEGAL CORPORATION

                            (Full title of the plan)
                              --------------------
                                MICHAEL L. PARODI
                 Chairman, President and Chief Executive Officer
                                TEGAL CORPORATION
                           2201 S. McDowell Boulevard
                               Petaluma, CA 94955
                                 (707) 763-5600
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:
                          Christopher L. Kaufman, Esq.
                              Latham & Watkins LLP
                             135 Commonwealth Drive
                              Menlo Park, CA 94025
                                 (650) 328-4600
                              --------------------
CALCULATION OF REGISTRATION FEE

===================== ================== ================== ================== ==================
                                                                Proposed
                                             Proposed            Maximum
Title of                   Amount             Maximum           Aggregate          Amount of
Securities to               to be         Offering Price        Offering         Registration
be Registered            Registered          Per Share            Price             Fee(1)
--------------------- ------------------ ------------------ ------------------ ------------------
Common Stock,
$0.01 par value
issuable under:

The Fifth Amended         4,500,000            $1.49           $6,705,000           $542.44
and Restated 1998
Equity
Participation Plan
of Tegal
Corporation(2)
===================== ================== ================== ================== ==================
(1)     Estimated solely for the purpose of calculating the registration fee and
        computed pursuant to Rule 457(c) under the Securities Act based upon the
        average ($1.49) of the high ($1.58) and low ($1.40) prices for the
        Company's common stock quoted on the Nasdaq SmallCap Market on November
        18, 2003.
(2)     The Fifth Amended and Restated 1998 Equity Participation Plan of Tegal
        Corporation authorizes the issuance of 6,400,000 shares of the Company's
        common stock, 1,900,000 of which were previously registered on Form S-8
        (File Nos. 333-66781, 333-88373 and 333-51294) filed with the Commission
        on November 4, 1998, October 4, 1999 and December 5, 2000, respectively.
I.
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

        The information called for in Part I of Form S-8 is not being filed with
or included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").

                                       II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        In this registration statement, Tegal Corporation is sometimes referred
        to as "we," "us" or "our."

        Pursuant to General Instruction E of Form S-8, this registration
statement is filed solely to register an additional 4,500,000 shares of our
common stock reserved for issuance under our Fifth Amended and Restated 1998
Equity Participation Plan which increase was approved by our board of directors
on June 30, 2003 and approved by our stockholders on September 8, 2003.

        Pursuant to General Instruction E, the following documents which we have
filed with the Commission are hereby incorporated by reference in this
registration statement:

        o   Registration statements on Form S-8 (File Nos. 333-66781, 333-88373
            and 333-51294), filed with the Commission on November 4, 1998,
            October 4, 1999 and December 5, 2000, respectively, and our latest
            prospectus filed pursuant to Rule 424(b) under the Securities Act of
            1933, as amended.

        o   Our Annual Report on Form 10-K for the fiscal year ended March 31,
            2003.

        o   Our Quarterly Reports on Form 10-Q for the three months ended June
            30, 2003 and September 30, 2003.

        o   Our Definitive Proxy Statement filed with the Commission on August
            12, 2003.

        o   The description of the common stock contained in our Registration
            Statement on Form 8-A (File No. 01-26824), which was declared
            effective by the Commission on October 18, 1995, including any
            subsequently filed amendments and reports updating this description.

        o   All documents filed with the Commission pursuant to Sections 13(a),
            13(c), 14 or 15(d) of the Exchange Act, after the date of this
            registration statement and prior to the filing of a post-effective
            amendment which indicates that all securities offered have been sold
            or which deregisters all securities then remaining unsold.

        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.

        We are a Delaware corporation. Subsection (b)(7) of Section 102 of the
Delaware General Corporation Law (the "DGCL"), enables a corporation in its
original certificate of incorporation or an amendment thereto to eliminate or
limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of the director's fiduciary duty,
except (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) pursuant to
Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which the director derived an improper personal benefit.

        Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any present or former director, officer, employee or agent of the
corporation, or any individual serving at the corporation's request as a
director, officer, employee or agent of another organization, who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding provided that such director, officer, employee
or agent acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, provided further that such director, officer,
employee or agent had no reasonable cause to believe his conduct was unlawful.

        Subsection (b) of Section 145 empowers a corporation to indemnify any
present or former director, officer, employee or agent who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred by the person in connection with the defense or settlement of such
action or suit provided that such director, officer, employee or agent acted in
good faith and in a manner reasonably believed to be in, or not opposed to, the
best interests of the corporation, except that no indemnification may be made in
respect to any claim, issue or matter as to which such director, officer,
employee or agent shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all of the circumstances of the
case, such director or officer is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court shall deem
proper.

        Section 145 further provides that to the extent a director, officer,
employee or agent has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification and advancement of expenses provided
for, by, or granted pursuant to, Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; and empowers
the corporation to purchase and maintain insurance on behalf of a present or
former director, officer, employee or agent of the corporation, or any
individual serving at the corporation's request as a director, officer or
employee of another organization, against any liability asserted against him or
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.

        Our Certificate of Incorporation provides that to the fullest extent
permitted by the Delaware General Corporation Law ("DGCL"), a director of Tegal
shall not be liable to Tegal or its stockholders for monetary damages for breach
of fiduciary duty as a director.

        We have in effect directors' and officers' liability policies in the
aggregate amount of $10 million covering all of our directors and officers.

                                       4
ITEM 7. EXEMPTION FROM REGISTRATION CHANNELS.

        Not applicable.

ITEM 8. EXHIBITS.

        The following additional exhibits are also attached for filing:

Exhibit
Number              Description
------              -----------
   4.1*   The Fifth Amended and Restated 1998 Equity Participation Plan of
          Tegal Corporation.

   5.1    Opinion of Latham & Watkins LLP.

  23.1    Consent of Latham & Watkins LLP (included in Exhibit 5.1).

  23.2    Consent of PricewaterhouseCoopers LLP.

  24.1    Power of Attorney (included in the signature page).
----------------------

*  Filed as an exhibit to the definitive proxy statement filed August 12, 2003
   (File No. 000-26824) and incorporated herein by reference.

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
        Securities Act of 1933;

           (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. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20 percent change
        in the maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective 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)(1)(ii) do not
        apply if the registration statement is on Form S-3, Form S-8 or Form
        F-3, and the information required to be included in a post-effective
        amendment by those paragraphs is contained in periodic reports filed
        with or furnished to the Commission by the registrant pursuant to

                                       5
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
        are incorporated by reference in the registration statement.

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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
of 1933 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.

                                       6
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, 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 Petaluma, State of California on this 20th day of
November 2003.

                                TEGAL CORPORATION

                                By:  /s/ Michael L. Parodi
                                     ---------------------------------
                                     Michael L. Parodi
                                     Chairman of the Board, President and Chief
                                     Executive  Officer

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael L. Parodi, and Thomas R. Mika,
and each or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully 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 indicated on November 20, 2003.

                Signature                               Title

/s/ Michael L. Parodi             Chairman of the Board, President, & Chief
-----------------------------                Executive Officer
Michael L. Parodi                       (Principal Executive Officer)

/s/ Thomas R. Mika            Executive Vice President & Chief Financial Officer
-----------------------------   (Principal Financial and Accounting Officer)
Thomas R. Mika

/s/ Edward A. Dohring                              Director
-----------------------------
Edward A. Dohring

/s/ Jeffrey M. Krauss                              Director
-----------------------------
Jeffrey M. Krauss

/s/ H. Duane Wadsworth                             Director
-----------------------------
H. Duane Wadsworth
INDEX TO EXHIBITS

Exhibit                  Description
Number
   4.1*   The Fifth Amended and Restated 1998 Equity Participation Plan of
          Tegal Corporation.

   5.1    Opinion of Latham & Watkins LLP.

  23.1    Consent of Latham & Watkins LLP (included in Exhibit 5.1).

  23.2    Consent of PricewaterhouseCoopers LLP.

  24.1    Power of Attorney (included on the signature page).

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

* Filed as an exhibit to the definitive proxy statement filed August 12, 2003
(File No. 000-26824) and incorporated herein by reference.