<PAGE>


           As filed with the Securities and Exchange Commission on June 19, 1996
                                                      Registration No. 333-_____
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                               ------------------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                               ------------------------
                               ULTRATECH STEPPER, INC.
                (Exact name of registrant as specified in its charter)

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


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

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

                        1993 STOCK OPTION/STOCK ISSUANCE PLAN
                               (Full title of the Plan)

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

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

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

                           CALCULATION OF REGISTRATION FEE

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

<TABLE>
<CAPTION>

                                       Proposed     Proposed
    Title of                            Maximum      Maximum
   Securities           Amount         Offering     Aggregate        Amount of
    to be               to be           Price        Offering       Registration
   Registered         Registered(1)  per Share(2)     Price(2)          Fee
   ----------         ----------     ---------        -----             ---
<S>                   <C>            <C>           <C>             <C>
1993 Stock Option/
 Stock Issuance Plan
 -------------------
Options to purchase     877,239           N/A         N/A               N/A
Common Stock

Common Stock,
$0.001 par value        877,239        $25.06      $21,983,609.34    $7,581.31


</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of
    Common Stock which become  issuable under the 1993 Stock Option/Stock
    Issuance Plan by reason of any stock dividend, stock split,
    recapitalization or other similar transaction effected without the receipt
    of consideration which results in an increase in the number of the
    outstanding shares of Common Stock of Ultratech Stepper, Inc.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended (the "1933 Act"), on the basis of the 
    average of the high and low selling prices per share of Common Stock of 
    Ultratech Stepper, Inc. on June 12, 1996 as reported by the Nasdaq National 
    Market.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

    (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1995, filed with the Commission on March 26, 1996;

    (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
         ended March 31, 1996, filed with the Commission on May 13, 1996; and

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

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

<PAGE>

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

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

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.  EXHIBITS

Exhibit Number     Exhibit
- --------------     -------

     5             Opinion and Consent of Brobeck, Phleger & Harrison LLP.
    23.1           Consent of Ernst & Young LLP, Independent Auditors.
    23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
                   Exhibit 5.
    24             Power of Attorney.  Reference is made to page II-4 of this
                   Registration Statement.
    99.1           1993 Stock Option/Stock Issuance Plan.
    99.2           Notice of Grant of Stock Option and Stock Option Agreement
                   (incorporated by reference to Exhibit 99.2 of Registration
                   Statement No. 33-70790).
    99.3           Addendum to Stock Option Agreement (Change in Control)
                   (incorporated by reference to Exhibit 99.3 of Registration
                   Statement No. 33-70790).
    99.4           Addendum to Stock Option Agreement (Special Tax Elections)
                   (incorporated by reference to Exhibit 99.4 of Registration
                   Statement No. 33-70790).
    99.5           Addendum to Stock Option Agreement (Limited Stock
                   Appreciation Right) (incorporated by reference to Exhibit
                   99.5 of Registration Statement No. 33-70790).
    99.6           Addendum to Stock Option Agreement (Financial Assistance)
                   (incorporated by reference to Exhibit 99.6 of Registration
                   Statement No. 33-70790).
    99.7           Notice of Grant of Non-Employee Director Automatic Stock
                   Option and Non-Employee Director Automatic Stock Option
                   Agreement (incorporated by reference to Exhibit 99.7 of
                   Registration Statement No. 33-70790).
    99.8           Stock Issuance Agreement (incorporated by reference to
                   Exhibit 99.8 of Registration Statement No. 33-70790).
    99.9           Addendum to Stock Issuance Agreement (Special Tax Elections)
                   (incorporated by reference to Exhibit 99.9 of Registration
                   Statement No. 33-70790).

Item 9.  UNDERTAKINGS

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


                                         II-2

<PAGE>

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

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

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


                                         II-3

<PAGE>

                                      SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Clara, State of California, on this 12th
day of June, 1996.


                                       ULTRATECH STEPPER, INC.

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


                                  POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

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

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


Signatures                        Title                         Date
- ----------                        ------                        ----


/s/Arthur W. Zafiropoulo          Chairman of the Board         June 12, 1996
- ---------------------------       and Chief Executive Officer
Arthur W. Zafiropoulo             (Principal Executive Officer)


                                         II-4

<PAGE>

Signatures                        Title                         Date
- ----------                        ------                        ----


/s/William G. Leunis, III         Vice President, Finance,      June 12, 1996
- ---------------------------       Secretary, Treasurer and
William G. Leunis, III            Chief Financial Officer
                                  (Principal Financial and
                                  Accounting Officer)




/s/ James L. Schram               President, Chief Operating    June 12, 1996
- ---------------------------       Officer and Director
James L. Schram



                                  Director                      June __, 1996
- ---------------------------
Michael C. Child




/s/Gregory Harrison               Director                      June 12, 1996
- ---------------------------
Gregory Harrison




/s/ Kenneth Levy                  Director                      June 12, 1996
- ---------------------------
Kenneth Levy




/s/ Joseph Parkinson              Director                      June 12, 1996
- ---------------------------
Joseph Parkinson


                                         II-5

<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                                   WASHINGTON, D.C.


                                       EXHIBITS

                                          TO

                                       FORM S-8

                                        UNDER

                                SECURITIES ACT OF 1933


                               ULTRATECH STEPPER, INC.

<PAGE>

                                    EXHIBIT INDEX




Exhibit Number     Exhibit
- --------------     -------

     5             Opinion and Consent of Brobeck, Phleger & Harrison LLP.
    23.1           Consent of Ernst & Young LLP, Independent Auditors.
    23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
                   Exhibit 5.
    24             Power of Attorney.  Reference is made to page II-4 of this
                   Registration Statement.
    99.1           1993 Stock Option/Stock Issuance Plan, as amended and
                   restated.
    99.2           Notice of Grant of Stock Option and Stock Option Agreement
                   (incorporated by reference to Exhibit 99.2 of Registration
                   Statement No. 33-70790).
    99.3           Addendum to Stock Option Agreement (Change in Control)
                   (incorporated by reference to Exhibit 99.3 of Registration
                   Statement No. 33-70790).
    99.4           Addendum to Stock Option Agreement (Special Tax Elections)
                   (incorporated by reference to Exhibit 99.4 of registration
                   Statement No. 33-70790).
    99.5           Addendum to Stock Option Agreement (Limited Stock
                   Appreciation Right) (incorporated by reference to Exhibit
                   99.5 of Registration Statement No. 33-70790).
    99.6           Addendum to Stock Option Agreement (Financial Assistance)
                   (incorporated by reference to Exhibit 99.6 of Registration
                   Statement No. 33-70790).
    99.7           Notice of Grant of Non-Employee Director Automatic Stock
                   Option and Non-Employee Director Automatic Stock Option
                   Agreement (incorporated by reference to Exhibit 99.7 of
                   Registration Statement No. 33-70790).
    99.8           Stock Issuance Agreement (incorporated by reference to
                   Exhibit 99.8 of Registration Statement No. 33-70790).
    99.9           Addendum to Stock Issuance Agreement (Special Tax Elections)
                   (incorporated by reference to Exhibit 99.9 of Registration
                   Statement No. 33-70790).
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 20842}]
{"company-data": {"conformed-name": "ULTRATECH STEPPER INC", "cik": "0000909791", "assigned-sic": "3861", "irs-number": "943169580", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06301", "film-number": "96583007"}, "business-address": {"street1": "3050 ZANKER RD", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4083218835"}, "mail-address": {"street1": "3050 ZANKER RD", "city": "SAN JOSE", "state": "CA", "zip": "95134"}}
As filed with the Securities and Exchange Commission on June 19, 1996
                                                      Registration No. 333-_____
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                               ------------------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                               ------------------------
                               ULTRATECH STEPPER, INC.
                (Exact name of registrant as specified in its charter)

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

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

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

                        1993 STOCK OPTION/STOCK ISSUANCE PLAN
                               (Full title of the Plan)

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

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

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

                           CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Proposed     Proposed
    Title of                            Maximum      Maximum
   Securities           Amount         Offering     Aggregate        Amount of
    to be               to be           Price        Offering       Registration
   Registered         Registered(1)  per Share(2)     Price(2)          Fee
   ----------         ----------     ---------        -----             ---
1993 Stock Option/
 Stock Issuance Plan
 -------------------
Options to purchase     877,239           N/A         N/A               N/A
Common Stock

Common Stock,
$0.001 par value        877,239        $25.06      $21,983,609.34    $7,581.31
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) This Registration Statement shall also cover any additional shares of
    Common Stock which become  issuable under the 1993 Stock Option/Stock
    Issuance Plan by reason of any stock dividend, stock split,
    recapitalization or other similar transaction effected without the receipt
    of consideration which results in an increase in the number of the
    outstanding shares of Common Stock of Ultratech Stepper, Inc.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
    Securities Act of 1933, as amended (the "1933 Act"), on the basis of the 
    average of the high and low selling prices per share of Common Stock of 
    Ultratech Stepper, Inc. on June 12, 1996 as reported by the Nasdaq National 
    Market.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

    (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1995, filed with the Commission on March 26, 1996;

    (b)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
         ended March 31, 1996, filed with the Commission on May 13, 1996; and

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

         All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.  EXHIBITS

Exhibit Number     Exhibit
- --------------     -------

     5             Opinion and Consent of Brobeck, Phleger & Harrison LLP.
    23.1           Consent of Ernst & Young LLP, Independent Auditors.
    23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
                   Exhibit 5.
    24             Power of Attorney.  Reference is made to page II-4 of this
                   Registration Statement.
    99.1           1993 Stock Option/Stock Issuance Plan.
    99.2           Notice of Grant of Stock Option and Stock Option Agreement
                   (incorporated by reference to Exhibit 99.2 of Registration
                   Statement No. 33-70790).
    99.3           Addendum to Stock Option Agreement (Change in Control)
                   (incorporated by reference to Exhibit 99.3 of Registration
                   Statement No. 33-70790).
    99.4           Addendum to Stock Option Agreement (Special Tax Elections)
                   (incorporated by reference to Exhibit 99.4 of Registration
                   Statement No. 33-70790).
    99.5           Addendum to Stock Option Agreement (Limited Stock
                   Appreciation Right) (incorporated by reference to Exhibit
                   99.5 of Registration Statement No. 33-70790).
    99.6           Addendum to Stock Option Agreement (Financial Assistance)
                   (incorporated by reference to Exhibit 99.6 of Registration
                   Statement No. 33-70790).
    99.7           Notice of Grant of Non-Employee Director Automatic Stock
                   Option and Non-Employee Director Automatic Stock Option
                   Agreement (incorporated by reference to Exhibit 99.7 of
                   Registration Statement No. 33-70790).
    99.8           Stock Issuance Agreement (incorporated by reference to
                   Exhibit 99.8 of Registration Statement No. 33-70790).
    99.9           Addendum to Stock Issuance Agreement (Special Tax Elections)
                   (incorporated by reference to Exhibit 99.9 of Registration
                   Statement No. 33-70790).

Item 9.  UNDERTAKINGS

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

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

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

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

                                         II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Clara, State of California, on this 12th
day of June, 1996.

                                       ULTRATECH STEPPER, INC.

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

                                  POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

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

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

Signatures                        Title                         Date
- ----------                        ------                        ----

/s/Arthur W. Zafiropoulo          Chairman of the Board         June 12, 1996
- ---------------------------       and Chief Executive Officer
Arthur W. Zafiropoulo             (Principal Executive Officer)

                                         II-4
Signatures                        Title                         Date
- ----------                        ------                        ----

/s/William G. Leunis, III         Vice President, Finance,      June 12, 1996
- ---------------------------       Secretary, Treasurer and
William G. Leunis, III            Chief Financial Officer
                                  (Principal Financial and
                                  Accounting Officer)

/s/ James L. Schram               President, Chief Operating    June 12, 1996
- ---------------------------       Officer and Director
James L. Schram

                                  Director                      June __, 1996
- ---------------------------
Michael C. Child

/s/Gregory Harrison               Director                      June 12, 1996
- ---------------------------
Gregory Harrison

/s/ Kenneth Levy                  Director                      June 12, 1996
- ---------------------------
Kenneth Levy

/s/ Joseph Parkinson              Director                      June 12, 1996
- ---------------------------
Joseph Parkinson

                                         II-5
SECURITIES AND EXCHANGE COMMISSION
                                   WASHINGTON, D.C.

                                       EXHIBITS

                                          TO

                                       FORM S-8

                                        UNDER

                                SECURITIES ACT OF 1933

                               ULTRATECH STEPPER, INC.
EXHIBIT INDEX

Exhibit Number     Exhibit
- --------------     -------

     5             Opinion and Consent of Brobeck, Phleger & Harrison LLP.
    23.1           Consent of Ernst & Young LLP, Independent Auditors.
    23.2           Consent of Brobeck, Phleger & Harrison LLP is contained in
                   Exhibit 5.
    24             Power of Attorney.  Reference is made to page II-4 of this
                   Registration Statement.
    99.1           1993 Stock Option/Stock Issuance Plan, as amended and
                   restated.
    99.2           Notice of Grant of Stock Option and Stock Option Agreement
                   (incorporated by reference to Exhibit 99.2 of Registration
                   Statement No. 33-70790).
    99.3           Addendum to Stock Option Agreement (Change in Control)
                   (incorporated by reference to Exhibit 99.3 of Registration
                   Statement No. 33-70790).
    99.4           Addendum to Stock Option Agreement (Special Tax Elections)
                   (incorporated by reference to Exhibit 99.4 of registration
                   Statement No. 33-70790).
    99.5           Addendum to Stock Option Agreement (Limited Stock
                   Appreciation Right) (incorporated by reference to Exhibit
                   99.5 of Registration Statement No. 33-70790).
    99.6           Addendum to Stock Option Agreement (Financial Assistance)
                   (incorporated by reference to Exhibit 99.6 of Registration
                   Statement No. 33-70790).
    99.7           Notice of Grant of Non-Employee Director Automatic Stock
                   Option and Non-Employee Director Automatic Stock Option
                   Agreement (incorporated by reference to Exhibit 99.7 of
                   Registration Statement No. 33-70790).
    99.8           Stock Issuance Agreement (incorporated by reference to
                   Exhibit 99.8 of Registration Statement No. 33-70790).
    99.9           Addendum to Stock Issuance Agreement (Special Tax Elections)
                   (incorporated by reference to Exhibit 99.9 of Registration
                   Statement No. 33-70790).