Exhibit 99.1

FOR IMMEDIATE RELEASE


          ASYST TECHNOLOGIES REPORTS RESULTS FOR FISCAL SECOND QUARTER
               AND WILL RESTATE RESULTS FOR FISCAL FIRST QUARTER

FREMONT,  Calif., Dec. 20, 2004 - Asyst Technologies,  Inc., (Nasdaq NM: ASYTE),
today  announced  consolidated  financial  results for its fiscal second quarter
ended Sept.  25,  2004.  The company  also  announced  that it will be restating
consolidated  results for its fiscal first quarter ended June 26, 2004, and that
previously issued financial statements for the period should not be relied upon.
The  company  determined  to restate  its fiscal  first  quarter  results  after
identifying  material  accounting  errors  at  Asyst  Shinko,  Inc.  (ASI),  the
company's  51%-owned joint venture  company in Japan.  The primary effect of the
restatement  is to increase  the  company's  GAAP net loss for the fiscal  first
quarter by $1.4 million,  or $0.03 per share, over the originally  reported GAAP
net loss for the period.

         The company has appeared before a Nasdaq Listing  Qualifications  Panel
to discuss its filing  delay for its fiscal  second  quarter.  The panel took no
action and the matter  remains  open.  The company  anticipates  filing its Form
10-Q/A (as amended)  for the fiscal  first  quarter and Form 10-Q for the fiscal
second quarter as soon as practicable.

RESTATEMENT OF FISCAL FIRST QUARTER RESULTS
The company was  significantly  delayed in reporting its fiscal  second  quarter
results  because  ASI was not able to close  its  books in a timely  manner.  As
previously  announced,  this  was  due to  difficulties  associated  with  ASI's
conversion  to a new  ERP  information  system  and to a  now-resolved  customer
contract  dispute at ASI.  Closing ASI's books required  substantial  review and
rebuilding  of ASI's  financial  records  for the fiscal  second  quarter.  This
process also identified material accounting errors in ASI's fiscal first quarter
results,  which has led to the decision to restate those results. As part of the
restatement,  the company  also made  adjustments  to the fiscal  first  quarter
results reported for ATI, its base business,  to reflect the deferral of certain
new product-related  revenue that had been previously  recognized in the quarter
and amortization of deferred stock compensation.

         The company believes that the ERP system  conversion issues that led to
inventory  reconciliation  difficulties  at ASI have been addressed and that the
system will support the timely  preparation  and submission of its  consolidated
financial statements in future reporting periods.

         The accounting errors at ASI primarily  understated ASI's cost of goods
sold for the fiscal first  quarter by $3.6  million.  As restated,  gross margin
percentage  at ASI will be  reduced  to 5%,  which  compares  with the 10% gross
margin originally reported. On a consolidated basis, the restatement will reduce
gross  margin  for the  fiscal  first  quarter  to 21%,  compared  with  the 23%
originally reported.  Consolidated net loss on a GAAP basis for the fiscal first
quarter will be restated to $(2.3 million),  or $(0.05) per share, compared with
a GAAP net loss of $(0.9 million), or $(0.02) per share, as originally reported.
Pro forma net income for the fiscal first  quarter was reduced to $0.6  million,
or $0.01 per  share,  versus  the $2.1  million,  or $0.04 per share  originally
reported.  A table  reconciling  pro forma  operating  results to GAAP operating
results is provided as part of this release.

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FISCAL SECOND QUARTER RESULTS
For the fiscal second quarter,  the company  reported  consolidated net sales of
$168.6 million,  up 21% from a restated  $139.4 million in the prior  sequential
quarter, and up 229% from $51.3 million in the same quarter a year ago. Sales of
tool and fab automation products at ATI, the company's base business, were $68.8
million,  down 4% from a restated $71.8 million in the prior sequential quarter.
Sales of automated  material  handling systems (AMHS) at ASI were $99.8 million,
up 47% from a restated $67.7 million reported in the prior sequential quarter.

         GAAP  consolidated  net loss for the fiscal  second  quarter  was $(1.8
million),  or $(0.04)  per share.  Pro forma net income for the quarter was $1.1
million, or $0.02 per share.

         Total net bookings in the quarter were $233.0  million,  compared  with
$108.1  million in the prior quarter.  ASI bookings of $174.0 million  increased
290% over the $44.6 million reported in the fiscal first quarter.  Fiscal second
quarter  bookings at ATI of $59.0 million were down 7% from $63.5 million in the
prior quarter.

         "ATI's  operational  performance in the fiscal second quarter again was
solid, as we delivered both high on-time  delivery  performance and gross margin
at the high end of our  guidance,"  said  Steve  Schwartz,  chairman  and CEO of
Asyst. "We had strong consolidated bookings for the quarter. ASI achieved record
bookings for its AMHS  products,  driven not only by a large flat panel  display
project  but  also  by   continuing   expansion  of  300mm   facilities  by  our
semiconductor  customers.  The  continued  robustness of our 300mm AMHS activity
reflects ASI's high standing in the industry,  the strength of our AMHS customer
base, and the clear industry shift to 300mm production."

ATI INITIATIVES TO IMPROVE FINANCIAL PERFORMANCE
The company is pursuing initiatives at ATI to improve its financial performance.
At ATI, the company is focused on four core strategies:

- -    Increasing the penetration of new, high-value-added 300mm products for OEMs
     and chip  manufacturers,  including  the  Spartan(TM)  sorter,  the EIB(TM)
     family of advanced software products,  the IsoPort(TM) integrated loadport,
     and the Advantag(TM) and related automated identification systems.

- -    Continued manufacturing cost reduction through lower-cost sources of supply
     and streamlining of the supply chain infrastructure to realize more benefit
     from the company's outsourced manufacturing operations.

- -    Product  development  and marketing  alliances that leverage the breadth of
     the company's product lines and market position to bring complete,  bundled
     automation solutions to chip manufacturers.

- -    Operating expense  reductions,  including recently announced  restructuring
     activity.

MATERIAL WEAKNESS AND REMEDIATION
The company has  determined  that the recent delay in closing  ASI's books,  the
accounting  errors that led to the restatement of fiscal first quarter  results,
and the improper business practices at ASI constitute material weaknesses in the
company's  internal control over financial  reporting.  The company is enhancing
financial  controls and  procedures to strengthen  timely review and analysis of
operations and financial results, and plans to increase the level of staffing in
critical functional areas , including cost accounting and internal audit at ASI.

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         The Audit  Committee of the company's  board of directors has concluded
its independent investigation of the improper business practices at ASI that led
to the recently  resolved  customer  contract  dispute.  The Audit Committee has
approved management's  remediation plan for ASI, which is to be implemented over
the next several quarters.

         Steve  Schwartz  said,  "ASI's sales in the fiscal second  quarter were
roughly  four  times  higher  than in the same  period  a year  ago.  While  the
organization has done an excellent job of achieving high levels of market share,
engineering  excellence,  quality,  and  customer  satisfaction,  the quality of
internal controls and the level of profitability  have been  unsatisfactory.  We
are moving forward with  initiatives that we believe will help ASI better manage
its growth and that are  absolutely  necessary to enhance the  transparency  and
predictability   of  the   business   and   accelerate   improvement   of  ASI's
profitability."

OUTLOOK
For the fiscal third  quarter  ending Dec. 25,  2004,  the company  provided the
following guidance:

- -    Net sales are expected to be in the range of $130 to $140 million.

- -    Including  all costs and  charges,  the  company  expects  to report a GAAP
     consolidated  net loss of $(15  million)  to $(18  million),  or $(0.30) to
     $(0.36) per share for the period.

- -    On a pro forma basis, the company expects to report a consolidated net loss
     of $(5  million)  to $(6  million),  or $(0.10) to  $(0.13)  per share.  To
     reconcile pro forma net loss to net loss under GAAP, the company expects to
     exclude:

     -    $6-7 million of  restructuring  charges,  which includes $2 million of
          severance  expenses related to action announced earlier this month and
          $4-$5 million  related to facility  consolidation.  The  restructuring
          activity is expected to provide $9-$10  million of annualized  savings
          in future quarters.

     -    $1.5 to $2.0 million of  accounting,  legal and other costs related to
          ASI's ERP and financial  close issues,  the company's  delinquent 10-Q
          filing and resulting Nasdaq listing  qualifications  process,  and the
          Audit Committee's independent investigation.

     -    Approximately  $2.5 million for  amortization of  intangibles,  net of
          tax,  and  approximately  $0.3  million for  stock-based  compensation
          expense related to prior acquisitions.

     -    The company is considering  additional facility consolidation over the
          next  several  quarters  that,  if  implemented,  would incur  related
          restructuring charges in future periods.

ABOUT OUR PRO FORMA NET INCOME AND ADJUSTMENTS
To supplement  our  consolidated  financial  results  prepared  under  generally
accepted  accounting  principles  ("GAAP"),  we use a pro forma  measure  of net
income that is GAAP net income adjusted to exclude  certain costs,  expenses and
gains. Our pro forma net income gives an indication of our baseline  performance
before gains,  losses or other  charges that are  considered by management to be
outside of our core  operating  results.  In  addition,  pro forma net income is
among  the  primary  indicators  management  uses as a basis  for  planning  and
forecasting  future  periods.  These measures are not in accordance  with, or an
alternative  for, GAAP and may be materially  different  from pro forma measures
used by other  companies.  We compute pro forma net income by adjusting GAAP net
income with the impact of  amortization of  acquisition-related  intangibles and
other  non-cash   charges  and  gains.   The  presentation  of  this  additional
information  should not be  considered  in isolation or as a substitute  for net
income prepared in accordance with GAAP.

ABOUT ASYST
Asyst  Technologies,  Inc.  is  a  leading  provider  of  integrated  automation
solutions that enable  semiconductor and flat panel display (FPD)  manufacturers
to increase their  manufacturing  productivity  and protect their  investment in
materials during the  manufacturing  process.  Encompassing  isolation  systems,
work-in-process  materials management,  substrate-handling  robotics,  automated
transport and loading systems, and connectivity automation


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software,   Asyst's  modular,   interoperable   solutions  allow  chip  and  FPD
manufacturers, as well as original equipment manufacturers, to select and employ
the  value-assured,  hands-off  manufacturing  capabilities that best suit their
needs. Asyst's homepage is http://www.asyst.com

CONFERENCE CALL DETAILS
A live webcast of the conference call to discuss the quarter's financial results
will take place tomorrow,  Dec. 21, 2004 at 8:00 a.m.  Eastern Time. The webcast
will be  publicly  available  on  Asyst's  website at  http://www.asyst.com  and
accessible by going to the investor relations page and clicking on the "webcast"
link. For more information, including this press release, any non-GAAP financial
measures  that may be  discussed  on the  webcast  as well as the most  directly
comparable  GAAP  financial  measures  and a  reconciliation  of the  difference
between  those  GAAP  and  non-GAAP  financial  measures,  as well as any  other
material financial and other statistical  information  contained in the webcast,
please visit Asyst's  website at  www.asyst.com.  A replay of the Webcast may be
accessed via the same  procedure.  In  addition,  a standard  telephone  instant
replay of the conference call is available by dialing (303)  590-3000,  followed
by the passcode 11019010#. The audio instant replay is available from Dec. 21 at
11:00 a.m. Eastern Time through Jan. 4, 2005 at 11:59 p.m. Eastern Time.

"Safe Harbor"  Statement under the Private  Securities  Litigation Reform Act of
1995 Except for  statements of  historical  fact,  the  statements in this press
release are  forward-looking.  Such  statements are subject to a number of risks
and uncertainties  that could cause actual results to differ materially from the
statements made. These factors  include,  but are not limited to:  uncertainties
related to ASI's ability to remedy  difficulties in its  information  system and
financial closing  processes and to avoid future  irregularities in its business
Fpractices or delays in its inventory  reconciliation  and  quarter-end  closing
processes;  the possibility that we may not be granted from Nasdaq the requested
extension  of time to file  our  second  quarter  Form  10-Q in  order  to avoid
possible  de-listing of our common stock from the Nasdaq  National  Market,  and
uncertainties  that may be  associated  with any hearing or appeals that seek to
avoid  de-listing  for failure to file  timely  periodic  reports  with the SEC;
uncertainties  relating to our ability to determine,  complete and timely file a
restatement of prior period financial statements;  uncertainties relating to the
time  needed  by us to  complete  the  Form  10-Q and  Form  10-Q/A,  and by our
independent  auditors to complete their review of the Form 10-Q and Form 10-Q/A;
uncertainty  as to when  the  Form  10-Q  and Form  10-Q/A  will be  filed;  the
company's  ability to timely implement planned  restructuring  activities and to
accurately estimate and realize the amount and timing of cost savings from these
activities;  the  timing and  magnitude  of charges  relating  to  restructuring
activities;  the  failure  to  complete,  at all or in a  timely,  efficient  or
cost-savings manner, planned restructuring  activities and outsourcing programs;
uncertainties  associated  with lawsuits that might be filed against Asyst,  ASI
and/or their management as a result of the matters  discussed above;  whether or
not the SEC will commence an inquiry  and/or  investigation  into these or other
matters  affecting  Asyst;  the impact of final  resolution  of the contract and
reconciliation of ASI inventory on our consolidated  financial  statements;  the
possibility of management and employee  changes at ASI that may adversely impact
ASI operations, customer relations and completion of customer projects; possible
uncertainty  whether  the final  resolution  and  reconciliation  of the matters
described  above could  relate to  historical  financial  statements,  including
revenue and expenses reported in prior periods,  and could require an additional
or further review or restatement of such financial  statements  and/or  reported
revenue and expenses; the possibility that these matters within ASI comprising a
material  weakness in the  company's  internal  controls  over its  consolidated
financial  reporting  could  prevent  the  company  timely  meeting  its  future
reporting requirements,  including timely certification under Section 404 of the
Sarbanes-Oxley Act of 2002;  volatility in our stock price pending resolution or
resulting from the matters  discussed  above;  the  volatility of  semiconductor
industry  cycles;  our ability to achieve  forecasted  revenues and maintain and
improve gross margins  through  outsourced  manufacturing,  to reduce  operating
expenses,  and to manage  cash  flows  (and the  timing  and  degree of any such
improvements in gross margins,  reductions in operating  expenses and management
of cash flows);  failure to respond to rapid demand shifts;  dependence on a few
significant customers; the transition of the industry from 200mm wafers to 300mm
wafers and the timing and scope of decisions by  manufacturers to transition and
expand fabrication facilities; continued risks associated with the acceptance of
new  products  and product  capabilities;  the risk that  customers  will delay,
reduce or cancel planned projects or bookings and thus delay  recognition or the
amount of our anticipated  revenue;  competition in the semiconductor  equipment
industry and  specifically  in AMHS;  failure to  integrate in an efficient  and
timely manner  acquired  companies  and to complete  planned  restructuring  and
outsourcing  programs;  failure to retain and attract key  employees;  and other
factors more fully detailed in the company's  annual report on Form 10-K for the
year ended March 31,  2004,  and  quarterly  reports on Form 10-Q filed with the
Securities and Exchange Commission.



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"ASYST" IS A REGISTERED TRADEMARK AND "SPARTAN," "ISOPORT," "ADVANTAG,"AND "EIB"
ARE  TRADEMARKS  OF ASYST  TECHNOLOGIES,  INC.  ALL RIGHTS  RESERVED  (TABLES TO
FOLLOW)


                            ASYST TECHNOLOGIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                            (Unaudited; in thousands)




                                              June 26,      March 27,
                                               2004           2004
                                           ------------- -------------
                                            (Restated)
                                                   

ASSETS
CURRENT ASSETS:
  Cash, cash equivalents and short-term
   investments                                 $122,577      $117,860
  Restricted cash and cash equivalents                -         1,904
  Accounts receivable, net                      175,452       147,939
  Inventories                                    49,458        27,694
  Prepaid expenses and other                     18,477        14,276
                                           ------------- -------------

          Total current assets                  365,964       309,673
                                           ------------- -------------

LONG-TERM ASSETS:
  Property and equipment, net                    21,485        22,868
  Goodwill                                       70,893        71,973
  Intangible assets, net                         59,398        65,778
  Other assets                                    3,401         3,317
                                           ------------- -------------

          Total long-term assets                155,177       163,936
                                           ------------- -------------

Total assets                                   $521,141      $473,609
                                           ============= =============
LIABILITIES, MINORITY INTEREST AND
 SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Short-term loans and notes payable           $ 17,002      $ 18,161
  Current portion of long-term debt and
   capital leases                                 2,708         2,775
  Accounts payable                              145,819       109,910
  Accrued liabilities                            63,871        48,571
  Deferred revenue                                7,006         2,683
                                           ------------- -------------

          Total current liabilities             236,406       182,100
                                           ------------- -------------

LONG-TERM LIABILITIES:
  Convertible notes                              86,250        86,250
  Long-term debt and capital leases, net of
   current portion                                4,132         4,824
  Deferred tax and other long-term
   liabilities                                   30,748        33,530
                                           ------------- -------------

          Total long-term liabilities           121,130       124,604
                                           ------------- -------------

MINORITY INTEREST                                61,465        63,796
                                           ------------- -------------

SHAREHOLDERS' EQUITY:                           102,140       103,109
                                           ------------- -------------

Total liabilities, minority interest and
 shareholders' equity                          $521,141      $473,609
                                           ============= =============


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                            ASYST TECHNOLOGIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (Unaudited; in thousands, except per share data)





                                             Three Months Ended
                                      --------------------------------
                                       June 26,    March 27,  June 28,
                                          2004       2004       2003
                                      -----------  --------- ---------
                                       (Restated)

                                                    

NET SALES                               $139,425   130,137    $45,268
COST OF SALES                            110,361   103,978     40,824
                                      -----------  -------- ----------
Gross profit                              29,064    26,159      4,444
                                      -----------  -------- ----------
OPERATING EXPENSES:
Research and development                   9,679     9,157      9,624
Selling, general and administrative       18,819    19,267     17,605
Amortization of acquired intangible
 assets                                    5,052     5,326      4,785
Restructuring and other charges/
 (credits)                                   219       (12)     4,363
Asset impairment charges                       -         -      6,853
                                      -----------  -------- ----------
      Total operating expenses            33,769    33,738     43,230
                                      -----------  -------- ----------

      Operating loss                      (4,705)   (7,579)   (38,786)

Other expense, net                          (556)   (2,042)      (925)
                                      -----------  -------- ----------

      Loss before benefit from income
       taxes and minority interest        (5,261)   (9,621)   (39,711)
INCOME TAXES BENEFIT                       1,654     1,648      1,380
MINORITY INTEREST                          1,321       272        955
                                      -----------  -------- ----------
NET LOSS                                 $(2,286)  $(7,701)  $(37,376)
                                      ===========  ======== ==========

                                      -----------  -------- ----------
BASIC AND DILUTED NET LOSS PER SHARE      $(0.05)   $(0.16)    $(0.97)
                                      ===========  ======== ==========

SHARES USED IN THE PER SHARE
 CALCULATION                              47,179    47,020     38,475
                                       ===========  ======== ==========


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                            ASYST TECHNOLOGIES, INC.
       RECONCILIATION OF RESTATED PRO FORMA RESULTS TO RESULTS UNDER GAAP
                (Unaudited; in thousands, except per share data)





                                   Three Months Ended June 26, 2004
                                     ---------------------------------
                                    Results   Pro Forma     Pro Forma
                                     under    Adjustments     Results
                                      GAAP
                                   --------- ------------- -----------
                                                 

SUPPLEMENTAL STATEMENT OF
 OPERATIONS
NET SALES                          $139,425    $     -       $139,425
COST OF SALES                       110,361          -        110,361
                                   --------- ------------- -----------
Gross profit                         29,064          -         29,064
                                   --------- ------------- -----------
OPERATING EXPENSES:
Research and development              9,679          -          9,679
Selling, general and administrative  18,819       (418)(1)     18,401
Amortization of acquired intangible
 assets                               5,052     (5,052)             -
Restructuring charges                   219       (219)(2)          -
                                   --------- ------------- -----------
      Total operating expenses       33,769     (5,689)        28,080
                                   --------- ------------- -----------
      Operating loss                 (4,705)     5,689            984
Other expense, net                     (556)         -           (556)
                                   --------- ------------- -----------
      Income (loss) before
       provision for
        income taxes and minority
         interest                    (5,261)     5,689            428
BENEFIT FROM (PROVISION) FOR INCOME
 TAXES                                1,654     (1,641)(3)         13
MINORITY INTEREST                     1,321     (1,163)(4)        158
                                   --------- ------------- -----------
NET INCOME (LOSS)                  $ (2,286)   $ 2,885       $    599
                                   ========= ============= ===========

Basic and diluted net income (loss)
 per share                         $  (0.05)   $  0.06       $   0.01
Basic and diluted net income (loss)
 per share                         $  (0.05)   $  0.06       $   0.01
Shares used in the per share
 calculation - basic                 47,179          -         47,179
Shares used in the per share
 calculation - diluted               47,179      7,202         54,381



(1)  Stock-based compensation expense.

(2)  Restructuring charges at Asyst Japan, Inc.

(3)  Income  tax  adjustment   relating  to  the   amortization  of  intangibles
     attributable to ASI.

(4)  Reflects 49%  minority  interest  adjustment  relating to the net pro forma
     adjustments to the net income at ASI.

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                            ASYST TECHNOLOGIES, INC.
                   RESTATED SUPPLEMENTAL FINANCIAL INFORMATION
                (Unaudited; in thousands, except per share data)





                                  Three Months Ended June 26, 2004
                                   -----------------------------------
                                                          Consolidated
                                      ATI        ASI       Under GAAP
                                   ---------  ---------   ------------

                                               

SUPPLEMENTAL STATEMENT OF
 OPERATIONS
NET SALES                          $ 71,755   $67,670       $139,425
COST OF SALES                        45,853    64,508        110,361
                                   ---------  ---------   ------------
Gross profit                         25,902     3,162         29,064
                                   ---------  ---------   ------------
OPERATING EXPENSES:
Research and development              8,161     1,518          9,679
Selling, general and
 administrative                      14,331     4,488         18,819
Amortization of acquired intangible
 assets                               1,038     4,014          5,052
Restructuring and other charges         219         -            219
                                   ---------  ---------   ------------
      Total operating expenses       23,749    10,020         33,769
                                   ---------  ---------   ------------
      Operating income (loss)         2,153    (6,858)        (4,705)

Other income (expense), net            (810)      254           (556)
                                   ---------  ---------   ------------

      Income (loss) before
       (provision for) benefit from
       income taxes and minority
       interest                       1,343    (6,604)        (5,261)
(PROVISION FOR) BENEFIT FROM INCOME
 TAXES                                 (248)    1,902          1,654
MINORITY INTEREST                       (16)    1,337          1,321
                                   ---------  ---------   ------------
NET INCOME (LOSS)                  $  1,079   $(3,365)      $ (2,286)
                                   =========  =========   ============

Basic net income (loss) per share  $   0.02   $ (0.07)      $  (0.05)
Diluted net income (loss) per
 share                             $   0.02   $ (0.07)      $  (0.05)
Shares used in the per share
 calculation - basic                 47,179    47,179         47,179
Shares used in the per share
 calculation - diluted               48,632    47,179         47,179




                            ASYST TECHNOLOGIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                            (Unaudited; in thousands)



                                           September 25,   March 27,
                                               2004          2004
                                           ------------- -------------
                                                   

ASSETS
CURRENT ASSETS:
   Cash, cash equivalents and short-term

    investments                                $116,087      $117,860
   Restricted cash and cash equivalents              16         1,904
   Accounts receivable, net                     213,143       147,939
   Inventories                                   45,348        27,694
   Prepaid expenses and other                    23,251        14,276
                                           ------------- -------------

      Total current assets                      397,845       309,673
                                           ------------- -------------

LONG-TERM ASSETS:
   Property and equipment, net                   21,316        22,868
   Goodwill                                      69,100        71,973
   Intangible assets, net                        52,596        65,778
   Other assets                                   2,933         3,317
                                           ------------- -------------

      Total long-term assets                    145,945       163,936
                                           ------------- -------------

Total assets                                   $543,790      $473,609
                                           ============= =============

LIABILITIES, MINORITY INTEREST AND
SHAREHOLDERS' EQUITY CURRENT LIABILITIES:
   Short-term loans and notes payable          $ 35,405      $ 18,161
   Current portion of long-term debt and
    capital leases                                2,679         2,775
   Accounts payable, accrued liabilities
    and other                                   165,507       109,910
   Accrued liabilities                           57,099        48,571
   Deferred revenue                               6,625         2,683
                                           ------------- -------------

      Total current liabilities                 267,315       182,100
                                           ------------- -------------

LONG-TERM LIABILITIES:
   Convertible notes                             86,250        86,250
   Long-term debt and capital leases, net
    of current portion                            3,977         4,824
   Deferred tax and other long-term
    liabilities                                  26,948        33,530
                                           ------------- -------------

      Total long-term liabilities               117,175       124,604
                                           ------------- -------------

MINORITY INTEREST                                59,667        63,796
                                           ------------- -------------

SHAREHOLDERS' EQUITY:                            99,633       103,109
                                           ------------- -------------

Total liabilities, minority interest and
 shareholders' equity                          $543,790      $473,609
                                           ============= =============



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                            ASYST TECHNOLOGIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (Unaudited; in thousands, except per share data)





                             Three Months Ended     Six Months Ended
                            --------------------- --------------------
                             Sep 25,    Sep 27,    Sep 25,   Sep 27,
                               2004       2003       2004      2003
                            ---------- ---------- --------- -----------

                                               

NET SALES                    $168,606    $51,349  $308,031    $96,617
COST OF SALES                 136,077     39,350   246,438     80,174
                            ---------- ---------- --------- ----------
Gross profit                   32,529     11,999    61,593     16,443
                            ---------- ---------- --------- ----------
OPERATING EXPENSES:
Research and development        9,073      8,391    18,752     18,015
Selling, general and
 administrative                19,100     14,914    37,919     32,519
Amortization of acquired
 intangible assets              5,040      4,778    10,092      9,563
Restructuring and other
 charges/ (credits)               368        487       587      4,850
Asset impairment charges            -          -         -      6,853
                            ---------- ---------- --------- ----------
   Total operating expenses    33,581     28,570    67,350     71,800
                            ---------- ---------- --------- ----------

   Operating loss              (1,052)   (16,571)   (5,757)   (55,357)

Other expense, net               (805)    (1,463)   (1,361)    (2,388)
                            ---------- ---------- --------- ----------

   Loss before benefit from
    income taxes and minority
    interest                   (1,857)   (18,034)   (7,118)   (57,745)
INCOME TAXES BENEFIT
 (PROVISION)                      (67)     1,005     1,587      2,385
MINORITY INTEREST                  93        714     1,414      1,669
                            ---------- ---------- --------- ----------
NET LOSS                      $(1,831)  $(16,315)  $(4,117)  $(53,691)
                            ========== ========== ========= ==========

                            ---------- ---------- --------- ----------
BASIC AND DILUTED NET LOSS
 PER SHARE                     $(0.04)    $(0.41)   $(0.09)    $(1.38)
                            ========== ========== ========= ==========


SHARES USED IN THE PER SHARE
 CALCULATION                   47,428     39,517    47,304     38,996
                            ========== ========== ========= ==========


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                            ASYST TECHNOLOGIES, INC.
            RECONCILIATION OF PRO FORMA RESULTS TO RESULTS UNDER GAAP
                (Unaudited; in thousands, except per share data)




                              Three Months Ended September 25, 2004
                               ---------------------------------------
                                     Results
                                   under       Pro Forma     Pro Forma
                                   GAAP       Adjustments     Results
                               ------------  ------------  -----------
                                                 

SUPPLEMENTAL STATEMENT OF
 OPERATIONS
NET SALES                        $168,606     $     -        $168,606
COST OF SALES                     136,077           -         136,077
                               ------------  ------------  -----------
Gross profit                       32,529           -          32,529
                               ------------  ------------  -----------
OPERATING EXPENSES:
Research and development            9,073           -           9,073
Selling, general and
 administrative                    19,100        (329)(1)      18,771
Amortization of acquired
 intangible assets                  5,040      (5,040)              -
Restructuring charges                 368        (368)(2)           -
                               ------------  ------------  -----------
    Total operating expenses       33,581      (5,737)         27,844
                               ------------  ------------  -----------
    Operating loss                 (1,052)      5,737           4,685
Other expense, net                   (805)          -            (805)
                               ------------  ------------  -----------
    Income (loss) before
     provision for income taxes
     and minority interest         (1,857)      5,737           3,880
BENEFIT FROM (PROVISION) FOR
 INCOME TAXES                         (67)     (1,688)(3)      (1,755)
MINORITY INTEREST                      93      (1,134)(4)      (1,041)
                               ------------  ------------  -----------
NET INCOME (LOSS)                $ (1,831)    $ 2,915        $  1,084
                               ============  ============  ===========

Basic and diluted net income
 (loss) per share                $  (0.04)    $  0.06        $   0.02
Basic and diluted net income
 (loss) per share                $  (0.04)    $  0.06        $   0.02
Shares used in the per share
 calculation - basic               47,428           -          47,428
Shares used in the per share
 calculation - diluted             47,428       6,390          53,818



(1)  Stock-based compensation expense.

(2)  Restructuring charges

(3)  Income  tax  adjustment   relating  to  the   amortization  of  intangibles
     attributable to ASI.

(4)  Reflects 49%  minority  interest  adjustment  relating to the net pro forma
     adjustments to the net income at ASI.

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                            ASYST TECHNOLOGIES, INC.
                       SUPPLEMENTAL FINANCIAL INFORMATION
                (Unaudited; in thousands, except per share data)




                                    Three Months Ended Sept. 25, 2004
                                   -----------------------------------
                                                         Consolidated
                                     ATI         ASI      Under GAAP
                                   ---------  ---------  -------------
                                               

SUPPLEMENTAL STATEMENT OF
 OPERATIONS
NET SALES                          $ 68,817   $99,789       $168,606
COST OF SALES                        45,744    90,332        136,077
                                   ---------  ---------  -------------
Gross profit                         23,073     9,457         32,529
                                   ---------  ---------  -------------
OPERATING EXPENSES:
Research and development              7,455     1,619          9,073
Selling, general and
 administrative                      14,804     4,296         19,100
Amortization of acquired
 intangible assets                    1,038     4,002          5,040
Restructuring and other charges         368         -            368
                                   ---------  ---------  -------------
    Total operating expenses         23,665     9,917         33,581
                                   ---------  ---------  -------------
    Operating loss                     (592)     (460)        (1,052)

Other income (expense), net            (855)       50           (805)
                                   ---------  ---------  -------------
    Income (loss) before
     (provision for) benefit from
     income taxes and minority
     interest                        (1,447)     (410)        (1,857)
(PROVISION FOR) BENEFIT FROM
 INCOME TAXES                          (273)      206            (67)
MINORITY INTEREST                       (23)      116             93
                                   ---------  ---------  -------------
NET INCOME (LOSS)                  $ (1,743)  $   (88)      $ (1,831)
                                   =========  =========  =============

Basic net income (loss) per
 share                             $  (0.04)  $ (0.00)      $  (0.04)
Diluted net income (loss) per
 share                             $  (0.04)  $ (0.00)      $  (0.04)
Shares used in the per share
 calculation - basic                 47,428    47,428         47,428
Shares used in the per share
 calculation - diluted               47,428    47,428         47,428