UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K/A
AMENDMENT NO. 1

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended March 31, 1997

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number 0-22114

ASYST TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

California 94-2944251
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

48761 Kato Road, Fremont, California 94538
(Address of principal executive offices including zip code)

(510) 661-5000
(Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act:Common Stock, no par
value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X No
---- ----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

There were 5,334,816 shares of No Par Value Common Stock outstanding as of June
10, 1997. The aggregate market value of the voting stock held by nonaffiliates
of the registrant based upon the closing sales quotation of the Common Stock on
June 10, 1997 was approximately $191,386,500.

PART III

ITEM 10-DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The current directors and executive officers of the Company, and their ages
as of June 30, 1997, are as follows:

MANAGEMENT

NAME AGE POSITION

Mihir Parikh 50 Chairman of the Board and Chief Executive Officer
Terry L. Moshier 48 President and Chief Operating Officer
Anthony C. Bonora 54 Senior Vice President, Research and Development and
Chief Technical Officer
Douglas J. McCutcheon 48 Senior Vice President, Chief Financial Officer
William R. Leckonby 57 President and Chief Operating Officer, Asyst Software, Inc.
Stanley Grubel 55 Director
Tsuyoshi Kawanishi 68 Director
Ashok K. Sinha(2) 53 Director
James E. Springgate/(1)(2)/ 70 Director
Walter W. Wilson(1) 53 Director

(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.

Dr. Parikh has served as Chairman of the Board and Chief Executive Officer
of the Company since July 1992. He has been a director of the Company since he
founded the Company in 1984 and served as the Company's President and Chief
Executive Officer from its inception to July 1992.

Mr. Moshier has served as President and Chief Operating Officer of the
Company since May 1997. From July 1996 to May 1997, Mr. Moshier served as
Executive Vice President and Chief Operating Officer of the Company. From June
1995 to June 1996, Mr. Moshier was on the Advisory Board of the Arizona
Technology Incubator Fund, a non-profit organization assisting start-up
technology companies. Prior to such time, Mr. Moshier was Senior Vice President
of Technology and Operations for Telxon Corporation, a designer and manufacturer
of hand-held wireless computers, from November 1993 to June 1995. From June
1990 to October 1993, Mr. Moshier was Director of Operations of the Motorola
Computer Group, a wholly-owned subsidiary of Motorola.

Mr. Bonora has been Senior Vice President, Research and Development of the
Company since 1986 and Chief Technical Officer since January 1996.

Mr. McCutcheon joined the Company in January 1996 as Senior Vice President,
Chief Financial Officer. From January 1991 to November 1995, Mr. McCutcheon was
Vice President, Corporate Finance at Cadence Design Systems, Inc., a design
automation software company. Prior to 1991, Mr. McCutcheon was President of
Toshiba America Medical Credit, a captive financing subsidiary of Toshiba
America.

Mr. Leckonby has served as President and Chief Operating Officer of Asyst
Software, Inc. since July 1996. From October 1993 to June 1996, Mr. Leckonby
was President and Chief Executive Officer of Integral Systems, Inc. an
enterprise application software and services company. From 1986 to September
1993, Mr. Leckonby was President and Chief Operating Officer of Tesseract
Corporation, an enterprise application software and services company.

Mr. Grubel has served as a director of the Company since January 1997. Mr.
Grubel has served as Chief Executive Officer of MiCRUS, a manufacturer of cmos
wafers, since September 30, 1994. Between January 1, 1992 a September 29, 1994,
he was a plant manager for International Business Machines Corporation.

Mr. Kawanishi has served as a director of the Company since February 1996.
He has served as Senior Adviser of Toshiba Corporation ("Toshiba"), a
manufacturer of electronic machinery and semiconductors, since June 1994. He
previously held the position of Senior Executive Vice President at Toshiba from
June 1990 to June 1994. Mr. Kawanishi also sits on the board of Applied
Materials, Inc. and Chartered Semiconductor Manufacturing Ltd. He is also
president of Japan's Society for Hybrid Microelectronics and Chairman of the
Board of Singapore's Institute for Microelectronics.

Dr. Sinha has served as a director of the Company since January 1997. Dr.
Sinha has served as Group Vice President of Applied Materials, Inc., a
semiconductor equipment manufacturer, since 1990 and is President of the Metal
Deposition Product Business Group of Applied Materials, Inc.

Mr. Springgate has served as a director of the Company since June 1985.
Mr. Springgate is currently an independent consultant. From 1975 until his
retirement in 1989, he was the President of Monsanto Electronic Materials
Company, a unit of Monsanto Company, a producer of chemicals and
pharmaceuticals.

Mr. Wilson has served as a director of the Company since January 1995. Mr.
Wilson has served as President of Solectron North America, a wholly-owned
subsidiary of Solectron Corporation, a provider of manufacturing services to the
electronics industry ("Solectron"), since September 1995, as President of
Solectron California Corporation since September 1993 and as a Senior Vice
President, Operations of Solectron since June 1990.

ITEM 11-EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

Walter Wilson, James Springgate and Stanley Grubel each received $3,500 and
Ashok Sinha received $2,500 for service on the Board of Directors or any
committee thereof, and directors may be reimbursed for certain expenses in
connection with attendance at Board and committee meetings.

During fiscal 1997, the following directors received options under the
Directors' Plan: Mr. Grubel and Mr. Sinha were each granted an option to
purchase 7,000 shares of Common Stock at an exercise price of $18.50 per share
upon each of their initial elections to the Board of Directors in January 1997
and, upon their respective anniversaries of their initial grants, Mr. Springgate
was granted an additional option to purchase 3,000 shares of Common Stock at an
exercise price of $19.50 per share in September 1996 and an additional option to
purchase 2,000 shares of Common Stock at an exercise price of $18.50 per share
in January 1997, Mr. Kawanishi was granted additional options to purchase 5,000
shares of Common Stock at an exercise price of $18.50 per share in January 1997,
and Mr. Wilson was granted an additional option to purchase 3,000 shares of
Common Stock at an exercise price of $18.25 per share in February 1997 and an
additional option to purchase 2,000 shares of Common stock at an exercise price
of $18.50 per share in January 1997.

COMPENSATION OF EXECUTIVE OFFICERS

The following table shows for the fiscal year ended March 31, 1997
compensation awarded or paid to, or earned by the Company's Chief Executive
Officer and the Company's next five most highly compensated executive officers
who earned over $100,000 during the fiscal year (the "Named Executive
Officers"), except as disclosed below, no compensation characterized as long-
term compensation, including restricted stock awards issued at a price below
fair market value or long-term incentive plan payouts, was paid by the Company
during the fiscal year ended March 31, 1997 to any of the Named Executive
Officers:

SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------- -------------
FISCAL OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) (# SHARES) COMPENSATION
------ -------- -------- ------------- ----------------

Mihir Parikh 1997 $249,519 $145,000 50,000 $ 6,600(2)
Chairman of the Board and Chief 1996 215,024 177,188 50,000 16,595(3)
Executive Officer................. 1995 185,000 -- 35,000 15,764(4)

Terry L. Moshier 1997 141,539 90,000 75,000 --
President and Chief Operating 1996 -- -- -- --
Officer........................... 1995 -- -- -- --

Douglas J. McCutcheon 1997 163,096 80,300 5,000
Senior Vice President, 1996 30,462 -- 45,000
Chief Financial Officer........... 1995 __ __ __

Anthony C. Bonora 1997 158,827 80,500 15,000
Senior Vice President, Research 1996 147,300 77,500 15,000 2,711(5)
and Development and Chief 1995 136,000 -- 25,000 --
Technical Officer.................

William R. Leckonby 1997 150,000 64,400 10,000
President and Chief Operating 1996 -- -- -- 4,500(6)
Officer of Asyst Software, Inc.... 1995 -- -- --

- -----------------------------------------
(1) The Company's officers are eligible for annual cash bonuses under the terms
of the Company's Executive Bonus Plans, adopted each fiscal year. Payments
of bonuses are based upon achievement of specified financial objectives
determined by the Board of Directors at the beginning of each fiscal year.
Financial objectives are based, in part, on the Company's operating budget
and results of operations.
(2) Consists of the following payments made by the Company: (i) $6,000 car
allowance, (ii) $600 for premiums for term life insurance and supplemental
disability insurance and (iii) reimbursements for certain incidental
expenses.
(3) Consists of the following payments made by the Company: (i) $6,000 car
allowance, (ii) $8,032 for premiums for term life insurance and supplemental
disability insurance, (iii) $2,563 in matching contributions to the
Company's 401(k) plan, and (iv) reimbursements for certain incidental
expenses.
(4) Consists of the following payments made by the Company: (i) $6,000 car
allowance, (ii) $9,764 for premiums for term life insurance and supplemental
disability insurance and (iii) reimbursements for certain incidental
expenses.
(5) Consists of a car allowance paid by the Company.
(6) Consists of matching contributions to the Company's 401(k) plan.

STOCK OPTION GRANTS AND EXERCISES

The following tables show for the fiscal year ended March 31, 1997 certain
information regarding options granted to, exercised by, and held at year end by
the Named Executive Officers:

OPTION GRANTS IN LAST FISCAL YEAR 1997

Individual Grants
------------------------------ Potential Realizable
Percent of Total Value at Assumed Annual
Options Options Granted Rates of Stock Price
Appreciation
for Option Term(3)
Granted to Employees in Exercise Expiration ------------------------
Name (#)(1) Fiscal Year(2) Price ($/Sh) Date 5% 10%
- --------------------- ------- ----------------- ----------- ---------- ---------- ----------

Mihir Parikh 50,000 12.6% $21.6875 06/13/06 $681,958 $1,728,214
Terry L. Moshier 75,000 18.9 20.25 08/08/06 955,134 2,420,496
Douglas J. McCutcheon 5,000 1.3 21.6875 06/13/06 68,196 172,821
Anthony C. Bonora 15,000 3.8 21.6875 06/13/06 204,587 518,464
William R. Leckonby 10,000 2.5 20.25 07/10/06 127,351 322,732

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

(1) Unless otherwise noted, options granted are subject to standard vesting and
become exercisable at a rate of 2.38% of the shares subject to the option at
the end of each month for 42 months following a six month waiting period
with no vesting. The term of the options is 10 years.
(2) Based on an aggregate of 396,522 options granted to directors and employees
of the Company in fiscal 1997 including the Named Executive Officers.
(3) The potential realizable value is calculated based on the term of the option
at its time of grant (10 years). It is calculated by assuming that the
stock price on the date of grant appreciates at the indicated annual rate
compounded annually for the entire term of the option and that the option is
exercised and sold on the last day of its term for the appreciated stock
price. No gain to the optionee is possible unless the stock price increases
over the option term, which will benefit all shareholders.

The following table shows the number and value of the unexercised options
held by each of the Named Executive Officers at March 31, 1997:

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR,
AND FY-END OPTION VALUES

Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#) FY-End
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized (1) Unexercisable Unexercisable (2)
- ------------------------ ---------------- ------------ ---------------- -----------------

Mihir Parikh 0 $ 0 38,318/96,682 $174,930/70,070
Terry L. Moshier 0 0 1,904/73,096 0/0
Douglas J. McCutcheon 0 0 6,069/43,931 0/0
Anthony C. Bonora 4,300 86,453 17,111/34,889 87,290/66,710
William R. Leckonby 0 0 476/9,524 0/0

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

(1) Based on the fair market value of the Company's Common Stock on the date of
exercise minus the exercise price of the options.
(2) Based on the fair market value of the Company's Common Stock as of March 31,
1997 minus the exercise price of the options.

ITEM 12-SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of June 30, 1997 by: (i) each nominee for
director; (ii) each of the executive officers named in the Summary Compensation
Table employed by the Company; (iii) all executive officers and directors of the
Company as a group; and (iv) all those known by the Company to be beneficial
owners of more than five percent (5%) of its Common Stock.

BENEFICIALLY OWNERSHIP/1/

5% Shareholders, Directors and Officers Number Percent
- ------------------------------------------ ------- -------

J.&W. Seligman & Co., Incorporated 930,800 17.4%
100 Park Avenue
New York, NY 10017

Mihir Parikh/(2)/ 260,029 4.8%

Anthony C. Bonora/(3)/ 22,815 *

Douglas J. McCutcheon/(4)/ 10,232 *

Terry L. Moshier/(5)/ 7,140 *

William R. Leckonby/(6)/ 1,666 *

James E. Springgate/(7)/ 10,687 *

Walter W. Wilson/(8)/ 3,250 *

Stanley Grubel 0 *

Ashok K. Sinha 0 *

Tsuyoshi Kawanishi/(9)/ 1,250 *

All directors and officers
as a group (10 persons)/(10)/ 317,069 5.8%

- -----------------------------
* Less than one percent.

(1) This table is based upon information supplied by officers, directors and
principal shareholders and Schedules 13D and 13G, if any, filed with the
Securities and Exchange Commission (the "Commission"). Unless otherwise
indicated in the footnotes to this table and subject to community property
laws where applicable, each of the shareholders named in this table has
sole voting and investment power with respect to the shares indicated as
beneficially owned. Applicable percentages

are based on 5,355,286 shares outstanding on June 30, 1997, adjusted as
required by rules promulgated by the SEC.
(2) Includes 177,750 shares held of record by Mihir & Nancy Parikh Living
Trust, dated April 3, 1986, of which Mr. Parikh is a trustee. Also
includes 24,800 shares held by a custodian for the benefit of Dr. Parikh's
minor children, of which Dr. Parikh disclaims beneficial ownership.
Includes 57,479 shares subject to stock options exercisable within 60 days
of June 30, 1997.
(3) Includes 10,870 shares subject to stock options exercisable within 60 days
of June 30, 1997.
(4) Includes 10,232 shares subject to stock options exercisable within 60 days
of June 30, 1997.
(5) Includes 7,140 shares subject to stock options exercisable within 60 days
of June 30, 1997.
(6) Includes 1,666 shares subject to stock options exercisable within 60 days
of June 30, 1997.
(7) Includes 4,687 shares subject to stock options exercisable within 60 days
of June 30, 1997.
(8) Includes 3,250 shares subject to stock options exercisable within 60 days
of June 30, 1997.
(9) Includes 1,250 shares subject to stock options exercisable within 60 days
of June 30, 1997.
(10) Includes an aggregate of 96,575 shares held by all directors and executive
officers that are subject to options exercisable within 60 days of June 30,
1997. See Notes (2) through (9), above.

ITEM 13-CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to the report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Fremont, County of Alameda, State of California, on the 29th day
of July, 1997.

ASYST TECHNOLOGIES, INC.

By:/s/Mihir Parikh
---------------
Mihir Parikh
Chairman of the Board
and Chief Executive Officer