Exhibit 3.8




                          SECOND ARTICLES OF AMENDMENT
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                                     TO THE
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                       RESTATED ARTICLES OF INCORPORATION
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                                       OF
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                                 SEMITOOL, INC.
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         Pursuant  to the  provisions  of ss.  35-1-230,  MCA,  the  undersigned
corporation,  hereby  adopts the following  Second  Articles of Amendment to the
Restated Articles of Incorporation of Semitool, Inc.:

         1.       Name.  The name of the corporation is Semitool, Inc.
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         2.       Amendment.  Article IV of the corporation's Restated Articles
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of Incorporation shall be amended to read:

                                   Article IV
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                                 Capitalization

                  The  total  number  of  shares  which  this   Corporation   is
                  authorized  to issue is  75,000,000  shares  of  common  stock
                  without  nominal  or  par  value,   and  5,000,000  shares  of
                  preferred stock without nominal or par value.

         3.       Vote.  The  amendment  described  above was brought to a vote
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at the corporation's annual shareholders'  meeting which was held on February 8,
2000.  Thirteen  million,  eight  hundred  twenty-four  thousand,  nine  hundred
ninety-eight (13,824,998) shares of common stock and 0 shares of preferred stock
were  outstanding and entitled to vote on the amendment.  Thirteen  Million Four
Hundred  Ninety Four  Thousand  Six Hundred  Eighty One  (13,494,681)  shares of
common stock were indisputably  represented at the meeting. Twelve Million Sixty
Three Thousand One Hundred Forty Nine (12,063,149)  shares of common stock voted
for the amendment and One Million Four Hundred  Thousand  Three Hundred  Seventy
Two (1,400,372) shares of common stock voted against the amendment.

         4.       Date.  The amendment was adopted on February 8, 2000.
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         DATED: February 29, 2000.


                                                  SEMITOOL, INC.


                                                  By: /s/Larry Viano
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                                                  Its: Treasurer
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Second Articles of Amendment to
the Restated Articles of Incorporation
of Semitool, Inc.