EXHIBIT 99.2

                               ASYST TECHNOLOGIES
                   SECOND QUARTER 2005 FISCAL YEAR CONFERENCE
                        DECEMBER 21, 2004, 5:00 A.M., PT
                          CHAIRPERSON: STEPHEN SCHWARTZ

Operator            Good afternoon, ladies and gentlemen, and welcome to the
                    Asyst Technologies' second quarter 2005 financial year
                    conference call. At this time all participants are in a
                    listen-only mode. Following today's presentation,
                    instructions will be given for the question and answer
                    session. If anyone should require operator assistance at any
                    time during the conference, please press the star followed
                    by the zero. As reminder, this call is being recorded today,
                    Tuesday, December 21, 2004.

                    I'd now like to turn the conference over to Mr. John Swenson
                    of Asyst. Please go ahead, sir.

J. Swenson          Thanks. Thank you and good morning, everyone, and welcome to
                    the fiscal 2005 second quarter conference call for Asyst
                    Technologies. A press release detailing our results for the
                    quarter was distributed via business wire yesterday
                    afternoon, December 20, 2004. The release has been posted to
                    our website which is at www.asyst.com. To access the
                    release, interested parties should click on the investor
                    relations link followed by the press release link.

                    I need to remind you that during today's call we will make
                    forward-looking statements. Such statements are subject to a
                    number of risks and uncertainties that could cause actual
                    results to differ materially from the statements made. These
                    risk factors are described in our most recently filed
                    reports with the SEC as well as the earnings press release.
                    We also will present non-GAAP financial information in this
                    conference call.

                    For a description of what is excluded from pro forma results
                    and a reconciliation of GAAP to non-GAAP results, please
                    refer to the press release which again is posted on our
                    website.

                    Now to our conference call. With us today are Steve
                    Schwartz, Chairman and CEO; Warren Kocmond, Senior Vice
                    President of Worldwide Operations; and Bob Nikl, our Chief
                    Financial Officer. Bob will begin with a discussion of our
                    restated results for the fiscal first quarter, an update on
                    the status of our 10-Q filing and related NASDAQ listing
                    status, and our second quarter financial results. Warren
                    will provide an operations overview and then Steve will
                    provide a strategic overview. Then we will be happy to take
                    your questions. Now I'll turn the call over to Bob Nikl.
                    Bob?

B. Nikl             Thank you, John. Let me start by saying that we appreciate
                    everyone's patience related to the process we've been going
                    through for the past several




                    weeks. We recognize that the uncertainty around our results
                    has impacted the stock and our shareholders. Let me assure
                    you that during these past few weeks we have been deploying
                    significant resources to address the system and process
                    issues at ASI, to get the ASI consolidated books closed and
                    to complete the review by our independent auditors.

                    We continue to work aggressively to get our 10-Qs filed and
                    to prepare for a normal December quarter closing process. Of
                    course the finance team has also been managing ongoing
                    business issues and I believe we have managed to serve the
                    needs of the business during this period.

                    As we emerge from this special project mode, I believe that
                    we are on a path to improve the level of predictability and
                    control at ASI. I will go into more detail on that in a
                    moment.

                    I have three primary things to discuss today: the
                    restatement of our first quarter result; our second quarter
                    results and the status of our 10-Q filings; and the NASDAQ
                    listing process. Let me address these in order.

                    First, as disclosed in our press release, we are restating
                    our results for the fiscal first quarter. This is driven
                    primarily by accounting errors at ASI that were identified
                    during our extensive work related to closing the second
                    quarter books. I also want to state clearly that as part of
                    this process we reviewed the results for the fourth quarter
                    of the last fiscal year and found no need to carry the
                    restatement beyond our Q1.

                    As we've said, the source of our difficulties in closing Q2
                    related to ASI's conversion to a new ERP information system.
                    These difficulties included data conversion errors, table
                    mapping errors and inaccurate postings from the production
                    control sub-ledger. As it has turned out, we have needed the
                    better part of 2 months to thoroughly review and
                    substantially rebuild ASI's financial records for the second
                    quarter.

                    As a result of our reconciliation work, we identified a
                    number of errors in ASI's first quarter numbers primarily
                    relating to recognition of non-project specific costs such
                    as freight and warranty expense. These served to
                    significantly understate ASI's cost of goods sold by $3.6
                    million.

                    To explain how and why these errors occurred we believe that
                    they reflect the fact that ASI's sales and transaction
                    volume have quadrupled and that their systems and resources
                    simply could not keep up.

                    Implementing the new ERP system was intended to be part of
                    the solution and we believe it will be. We are also
                    recruiting a number of additions to the finance organization
                    including additional cost accountants and financial analysts
                    as well as a manager of internal audit.


                    As restated, gross margin percentage of ASI will be reduced
                    to approximately 5%, which compares with the 10% gross
                    margin we originally reported. We also made adjustments to
                    the ATI results for the first quarter, primarily the
                    deferral of $1.6 million of Spartan sorter revenue, most of
                    which will be recognized in Q3.

                    On a consolidated GAAP basis, the bottom line impact of the
                    first quarter restatement is $1.4 million after recognizing
                    the impact of taxes and the minority interest at ASI. This
                    will result in a GAAP consolidated net loss of $2.3 million
                    or 5 cents per share which compares with a GAAP net loss of
                    9/10ths of a million dollars or minus 2 cents per share as
                    originally reported.

                    Pro forma net income for the fiscal first quarter will be
                    reduced to 6/10ths of a million or 1 cent per share versus
                    the $2.1 million or 4 cents per share originally reported.

                    Now I'd like to talk about the second quarter results for
                    the company. For the fiscal second quarter ended September
                    25, 2004, consolidated net sales were $168.6 million. This
                    is a 21% increase over the restated $139.4 million in the
                    prior sequential quarter and a 229% increase over the $51.3
                    million we reported in the same quarter a year ago.

                    Sales at ATI were $68.8 million which is down 4% from a
                    restated $71.8 million in the first quarter. Sales at ASI
                    were $99.8 million which is up 47% from a restated $67.7
                    million in the prior sequential quarter.

                    Approximately 60% of ASI's second quarter sales related to
                    our large flat panel project.

                    Research and development and SG&A expenses came in at $28.2
                    million which is at the high end of our guidance for the
                    quarter. ASI maintained its very lean operating structure,
                    spending only $5.9 million in R&D and SG&A which represents
                    6% of sales.

                    ATI expenses in the second quarter came down roughly
                    $500,000 from the prior quarter. We also incurred
                    approximately $400,000 of restructuring costs in the
                    quarter.

                    The GAAP net loss for the fiscal second quarter was $1.8
                    million or 4 cents per share. Pro forma net income for the
                    quarter was $1.1 million or 2 cents per share which is
                    within the range of our original guidance.

                    Now I'd like to discuss the balance sheet. Cash, cash
                    equivalents and short term investments at quarter end
                    totaled $116 million, down from $123 million at the end of
                    June. We generated cash from the P&L, but this was offset by
                    significant working capital needs at Asyst Shinko.


                    Accounts receivable totaled $213 million at the end of the
                    quarter which is up $38 million from the end of June as
                    restated.

                    DSO was 115 days which is flat with the DSO for the June
                    quarter. More than half of the A/R balance is unbilled
                    receivables and as you may remember from our November call,
                    we ended the September quarter with significant revenue, but
                    no collections on our large flat panel project at ASI.
                    Subsequent to the end of the quarter, we received a
                    significant payment on that project. However, we expect DSO
                    to remain roughly flat in the December quarter as the
                    revenue from that project again will be significant, but our
                    next scheduled payment is not expected until after the end
                    of the quarter.

                    Inventory at the end of the quarter was $45 million, down
                    from a restated $49 million at the end of June.

                    Short term debt at the end of September was $35 million, up
                    from $17 million at the end of June. The increase was driven
                    by working capital requirements at ASI to support the large
                    flat panel contract.

                    We expect the short term debt position at ASI to continue to
                    fluctuate based on the size of their projects and the timing
                    of invoicing and payment milestones. Annual interest rates
                    on this debt are averaging about 1.4%.

                    Now our financial outlook for the fiscal third quarter. We
                    expect ATI sales to be in the range of $45 to $50 million
                    which will reflect a sequential decline of approximately
                    30%. Because we recognize most of our ATI revenue on
                    shipment with very little SAB-101 revenue, our sales will
                    reflect the trend of shipments, notably the sharp decline in
                    200 millimeter.

                    The decline in 200 millimeter will have a negative impact on
                    gross margin which Warren will discuss in more detail in his
                    comments.

                    ASI sales are expected to be approximately $85 to $90
                    million. We therefore expect consolidated sales in the range
                    of $130 to $140 million, a sequential decline of
                    approximately 20%.

                    The level of ongoing R&D and SG&A spending continues to come
                    down at ATI. However, in the December quarter we are
                    expecting $1.5 to $2 million of incremental audit, legal and
                    other costs from our delayed filing and related issues. As a
                    result, we expect reported spending to be in the range of
                    $22 to $23 million at ATI and $6 to $7 million at ASI.

                    In the March quarter we anticipate that most of the special
                    costs will be behind us and that the benefit of our December
                    restructuring will begin to kick in which we anticipate will
                    result in a reduction of approximately $3 million from the
                    Q3 op ex levels.


                    As we look into the new fiscal year beginning in April we
                    anticipate $1 to $2 million of additional quarterly savings
                    as we realize the full benefit of our December restructuring
                    and ramp down certain consulting projects.

                    We also will continue to evaluate additional facility
                    related restructuring that could provide additional savings.
                    We expect to incur restructuring charges of approximately $6
                    to $7 million in the December quarter; $2 million of this
                    relates to our previously announced workforce reduction and
                    the remaining $4 to $5 million relates primarily to the
                    proposed sale of one of our manufacturing sites in Japan.

                    Finally, I want to give you an update on our SEC filings,
                    the NASDAQ de-listing process and our determination of
                    material weaknesses.

                    With regard to our filings, we are well along in the
                    process. We met with the NASDAQ listing qualifications panel
                    last week and reviewed with them all of the issues that led
                    to our delayed filing and our progress to date. We have
                    requested a filing extension until January 14th and we
                    expect to complete our filings in advance of that date.

                    Finally, as disclosed in our press release, we have
                    determined that the recent delay in closing ASI's books, the
                    accounting errors that led to the restatement of the fiscal
                    first quarter results and the improper business practices at
                    ASI constitute material weaknesses in the company's internal
                    control over financial reporting.

                    As I mentioned, we are enhancing financial controls and
                    procedures to strengthen timely review and analysis of
                    operations and financial results and plan to increase the
                    level of staffing in critical functional areas including
                    cost accounting and internal audit at ASI.

                    To summarize, we have identified a number of specific areas
                    for improvement at ASI and are moving forward with
                    resolution through systems and people. At the other end of
                    this process, I believe that we will have not only improved
                    controls, but also the analysis and reporting tools that we
                    need to improve the performance of the business.

                    With that, I'll turn the call over to Warren Kocmond.
                    Warren?

W. Kocmond          Thanks, Bob. I want to share a few data points and
                    highlights from the September quarter and then I'll spend
                    more time talking about where we are today at Asyst from an
                    operation's perspective.

                    Total consolidated net bookings in the quarter were $233
                    million which compares with $108 million in the prior
                    quarter. ASI represented $174 million of this or 75% of the
                    total.


                    ASI's semiconductor bookings in the quarter were $34 million
                    versus $43 million in the prior quarter which represents a
                    decline of 20%. The decline was almost entirely in 200
                    millimeter as 300 millimeter AMHS bookings at ASI were
                    essentially flat with the first quarter.

                    Flat panel display bookings at ASI totaled $140 million for
                    the quarter, most of which relates to one large project. As
                    we have said previously, ASI's bookings can be very long
                    based on the timing of customer decisions for large AMHS
                    projects.

                    Second quarter bookings at ATI were $59 million which is
                    down 8% from $64 million in the prior quarter. Repeating the
                    trends we saw last quarter, 300 millimeter bookings
                    increased a solid 29%, but this was offset by a 43% decline
                    in 200 millimeter. As a result, 300 millimeter represented
                    54% of ATI bookings in the quarter.

                    OEM net bookings were up 5% to $42 million versus $40
                    million last quarter.

                    Now moving to net bookings by region the results were as
                    follows. Taiwan represented 59% of bookings, almost solely
                    due to the large flat panel project. Semiconductor bookings
                    in Taiwan and the rest of Asia outside Japan represented
                    less than 5% of bookings.

                    The fall off in our bookings direct to fabs in Asia Pacific
                    is consistent with the volatility of spending amount among
                    our foundry customers and the steep fall off we've seen in
                    the 200 millimeter.

                    Although we know that the greater Asia Pacific region is
                    investing in 300 millimeter, most of the bookings as of
                    September were flowing through the OEM channel. We believe
                    there is about $100 million of 200 millimeter business left
                    for us in Asia, particularly in China, but we haven't seen a
                    turn on it in the current quarter.

                    Continuing, Japan represented 19% of bookings, North America
                    was 15%, and Europe represented 4%. Our consolidated backlog
                    stood approximately $200 million at the end of the quarter.

                    Now moving on to sales. By customer type, sales for the
                    quarter were 29% to OEMs and 71% direct to fabs. Sales by
                    region broke down as follows: Taiwan 39%; Japan 26%; North
                    America 18%; China, Korea and Southeast Asia 14%; and Europe
                    3%.

                    300 millimeter solutions represented 30% of total net sales.
                    Flat panel display represented 42% of sales and the
                    remainder, or 28% of sales, was related to 200 millimeter
                    and other.


                    Our large flat panel display customer represented
                    approximately 33% of sales for the quarter. This is an
                    unusually high concentration that will likely be repeated in
                    the current quarter as we implement another large portion of
                    this FPD project.

                    In the March quarter, as we substantially complete this
                    project, we expect to see customer concentration return to
                    more normalized levels. No other customer represented more
                    than 10% of sales for the fiscal second quarter.

                    Now I have a little perspective on gross margin. Our
                    consolidated gross margin for the quarter was 19%, which is
                    below our guidance because of ASI. Gross margin at ATI held
                    strong at 34%, down only 2 points from June despite a
                    substantially weaker mix and lower volume as related to the
                    200 millimeter I referred to earlier.

                    In the June quarter, 200 millimeter SMIF products
                    represented 42% of sales. In the September quarter this
                    declined to 33% of sales and in the December quarter we
                    anticipate that 200 millimeter SMIF will represent less than
                    15% of sales. If we did nothing at all we would expect
                    overall ATI gross margins to deteriorate roughly 16% due to
                    the mix and volume changes from June to December that I just
                    mentioned. Instead, we have managed this shift with only a
                    6% impact to gross margin from June levels, putting us at an
                    expected ATI gross margin of approximately 29% to 30% for
                    the December quarter. If the SMIF business were to decline
                    from the current 15% of sales to zero (which we don't see,
                    by the way), the mix impact gross margin at this point would
                    be less than 5%.

                    We're approaching a time when we can say that regardless of
                    the direction of 200 millimeter, we are largely in control
                    of our destiny with gross margins at ATI.

                    At Asyst Shinko, gross margin was just over 9%. We expect
                    ASI gross margins to show a slight improvement to the 10% to
                    11% in the December quarter which primarily reflects the
                    continued drop off of lower margin projects resulting in
                    improved project mix.

                    In summary, we're executing to our plans at ATI and we are
                    adapting to the rapid shift in our sales mix. At ASI we have
                    a lot of work to do. We currently have commodity teams
                    evaluating opportunities to reduce material costs at ASI
                    including opportunities to leverage our combined ATI and ASI
                    spend on common parts. We also are adding resources and
                    tightening up procedures to bring continuous improvement to
                    the estimating and management of project costs.

                    With the ATI operations performing well and a good team in
                    place to manage function, improving controls and processes
                    at ASI will be an area of




                    intense focus for us over the next year.

                    With that, I'll turn the call over to Steve Schwartz. Steve.

S. Schwartz         Thanks, Warren. First, I want to echo Bob's comment on the
                    process we've been through over the past 2 months. We
                    greatly appreciate the patience and support of our
                    shareholders, customers and employees as we've worked
                    through these issues. The recent events have been a
                    distraction and have required a lot of attention for the
                    management team, but as much as possible we've maintained
                    business as usual in the factory and in the field.

                    During the second quarter our ATI operations recorded
                    significant improvements in customer satisfaction metrics
                    and these continued during the current quarter. We had
                    multiple wins for our Spartan Sorter as well as strong
                    design win activity for both hardware and software during
                    the second quarter and these too continued during the
                    current quarter.

                    Customers are interested in issues such as those that
                    delayed the 10-Q, but they have been reassured by the
                    appropriateness of our response from an ethical and
                    governance perspective by our continued operational
                    execution on their behalf.

                    Although we are feeling the current downturn in the ATI
                    business, we've seen robust 300 millimeter AMHS activity
                    during the current quarter. We don't usually guide on
                    bookings, but we're in a unique position at this late date
                    to share some preliminary bookings numbers for the December
                    quarter. We expect that bookings in the quarter will be in
                    the range of $140 to $150 million; approximately $100
                    million of this will be from 300 millimeter AMHS bookings at
                    ASI which is roughly double the largest semiconductor AMHS
                    quarter we ever had.

                    As we covered in the press release, our audit committee has
                    concluded its independence investigation of the improper
                    business practices at ASI that were disclosed back on
                    November 3rd. In summary, the investigation confirmed that
                    an ASI employee received competitive information from an
                    employee of a customer which was intended to help ASI in its
                    bid to win the business. The ASI employee had agreed to make
                    a payment to the customer employee, but the payment was
                    stopped before it was made. The investigation found no
                    evidence of an incident of this type having occurred
                    previously at ASI and determined that ATI's management team
                    was not involved.

                    Additionally, the audit committee has approved our
                    remediation plan for ASI which is underway and will continue
                    over the next few months. It includes changes in management
                    and management structure, some of which has already
                    happened, as well as enforcement of significant formal
                    review policies for material sales and supplier contracts.


                    ASI's a great company, but at the moment it's not a great
                    business. ASI's customers almost uniformly rank us among
                    their top 5 suppliers. The company has excellent technology
                    and talented, committed engineers. The business has expanded
                    by roughly 300%, but the growth has been without profit.
                    When the poor record of profitability is combined with the
                    lack of predictability and other issues, it's clear that we
                    need to make some significant changes.

                    The changes we are implementing are absolutely necessary for
                    us to improve the level of transparency and predictability
                    at ASI and to put us in position to accelerate the
                    improvement of ASI's profitability through significantly
                    greater oversight and control of the entity.

                    Moving on to ATI. We're focused on 4 key themes that
                    articulate the fundamental transformation we continue to
                    execute in the business. First, we are focused on increasing
                    the penetration of new, high value added 300 millimeter
                    products for OEMs and chip manufacturers. These include the
                    Spartan Sorter, the EIV family of advanced software
                    products, the access direct drive atmospheric robot and the
                    AvanTag and related RFID systems. These products carry an
                    average gross margin today in excess of 45% and a target in
                    excess of 50% and they address a $300 million market
                    opportunity. This represents approximately 28% of our served
                    market in the semiconductor industry.

                    We believe that our weighted average market share across
                    this high margin segment is approximately 30% today and that
                    we have the technology and market position to push that
                    higher.

                    Second, as we feel the top line impact of this downturn, we
                    are reminded again of the motivation for variablizing our
                    manufacturing cost structure through outsourced
                    manufacturing model. We are focused on continued
                    manufacturing cost reduction through implementation of our
                    model which is enabling us to secure lower cost sources of
                    supply and streamline the supply chain.

                    As Warren discussed, we are making significant improvements
                    in this area. In addition, Warren's team will be an integral
                    part of driving the atmospheric tool front end business
                    which represents another 25% to 30% of our served market
                    into a more respectable gross margin range.

                    Third, we are maintaining commitment to product development
                    that is focused on value added extensions to our current
                    products, lower cost versions of our current products and
                    innovative technologies for automating semiconductor
                    manufacturing. These technologies enable our strategy to
                    bring complete bundled automation solutions to chip
                    manufacturers.


                    Fourth and finally, we continue to streamline our operations
                    as evidenced by our recently announced restructuring
                    activity. The dynamics of our industry have changed
                    significantly, driven by new demands for 300 millimeter
                    manufacturing, channel changes and increased competition. We
                    need fewer and different types of people today than we
                    needed when we were predominantly a SMIF company and we need
                    more capability where new capacity is being added such as in
                    Asia and less in areas where capacity is coming down. We now
                    have the right number of people to take care of customers,
                    to seize the next opportunity and to position us for
                    improved profitability.

                    I have a final comment about where we are in the cycle. The
                    industry has been predicting the mainstreaming of 300
                    millimeter and the decline of 200 millimeter for at least 3
                    years. While we always have welcomed the eventual
                    transition, we also were convinced that 200 millimeter would
                    enjoy another surge of capital spending. That surge arrived
                    and is now declining just as rapidly.

                    We continue to track at least 11 potential 200 millimeter
                    SMIF projects in China, but most of the sizeable projects
                    have pushed out for at least 6 to 9 months. We continue to
                    enjoy nearly 100% market share for SMIF in China and when it
                    turns on again we'll be a strong beneficiary. However, we
                    believe that we are past the inflection point where 300
                    millimeter will represent the majority of capital spending.

                    At Asyst we welcome the shift to 300 millimeter because it
                    dramatically expands our market opportunity per fab. We
                    believe that our revenue opportunity over the next 2 to 3
                    years is as great as the prior 15 years of 200 millimeter
                    expansion. Moreover, if history repeats itself, 300
                    millimeter capacity will continue to grow for at least the
                    next 10 years.

                    Asyst has leadership market share across most of our 300
                    millimeter served market and one-third of that served market
                    provides average gross margins in the range of 50% but we're
                    committed to participating across the entire semiconductor
                    automation market so our challenge is to raise margins to
                    respectable levels through new products and manufacturing
                    execution and to rise above the hardware commoditization by
                    leveraging our product set and market leading knowledge of
                    how to automate fabs.

                    Our initiatives at ATI and ASI are focused on these
                    challenges and what Asyst could look like 18 months from
                    now. We also are taking action to ensure that we can make
                    the appropriate investments for the future while improving
                    profitability in the near term.

                    Once again, we want to thank you for your patience and
                    support and now we'll ask the operator to come back on so we
                    can field your questions. Operator?




Operator            Thank you, sir. Ladies and gentlemen, at this time we will
                    begin the question and answer session. If you do have a
                    question today, please press the star followed by the one on
                    your pushbutton phone. If you'd like to decline from the
                    polling process, please press the star followed by the two.
                    You will hear a three-tone prompt acknowledging your
                    selection and your questions will be polled in the order
                    that they are received. If you are using speaker equipment
                    today you will need to lift the handset before pressing the
                    numbers. One moment, please, for our first question.

                    Our first question comes from Brett Hodess with Merrill
                    Lynch. Please to ahead.

B. Hodess           Good morning. A couple questions. First, I think one of the
                    things you mentioned was that Spartan Sorter revenue got
                    pushed out of ATI from I think it was the June quarter to
                    the December quarter. Could you explain what when on with
                    that?

                    Secondly, when you look at the 300 millimeter AMHS business
                    that's coming through, the new orders, can you give us a
                    feel for what the margin profile of that is?

B. Nikl             Sure, Brett, let me address the first of your questions.
                    With regard to the Spartan deferral, as part of the
                    reconciliation effort we were provided an opportunity to
                    look at more of the adjustments that were taking place. What
                    it's turned out to be is that there was a customer
                    acceptance clause in the contract that precluded us from
                    recognizing the revenue in Q1 and that acceptance clause
                    language was not well understood at the time of Q1. Having
                    said that, that was the only significant adjustment to Q1
                    and after we took into account the impact of the cost of
                    goods sold reversal from an overall gross profit
                    perspective, it really wasn't that significant. But again
                    since the books were still open we were allowed to go back
                    and make that correction.

S. Schwartz         Hi, Brett. This is Steve. About the 300 millimeter AMHS,
                    we've had a process that we've been running now for a couple
                    months where Warren and his team spend a huge amount of time
                    scrutinizing the cost structure. We are accepting projects
                    now that are at least at the 20% gross margin level and as
                    we continue to burn off the lower margin backlog, we're
                    working extremely hard to make sure that nothing else gets
                    into the backlog there. It's a long way from where we want
                    to be, but it's where we need to get immediately.

B. Hodess           So as the AUO or the large FPD business goes off in March
                    and you start recognizing revenues mostly on the 300
                    millimeter AMHS by say the June-September quarter we should
                    be looking for 20% or greater gross margins there?


S. Schwartz         Brett, right now because of what's in the backlog, at least
                    we're going to target to get to 15%. We need to make sure
                    that we can do this reliably. One of the things that we have
                    is a process that we implement now across the company not
                    just at ATI where we scrutinize every piece of business. I
                    think the predictability and capability we have for the ATI
                    business is exceptional. We need to make sure that we can be
                    that crisp with ASI. But to the best of our knowledge the
                    business that we're taking right now to the 20% level by the
                    June-September quarter we want to get that at least above
                    15.

B. Hodess           Very good. Thank you.

Operator            Our next question comes from CJ Muse with Lehman Brothers.
                    Please go ahead.

CJ Muse             Good morning. I was hoping you could provide a breakdown of
                    the mix in backlog of roughly $200 million between ATI and
                    ASI and then for each of those divisions what margins look
                    like for the products that are in the backlog.

J. Swenson          CJ, this is John. ASI's about $150 million of the $200, or
                    about $50 million or so at ATI. ATI is kind of as you would
                    expect, it's increasingly 300 millimeter in the mix at ATI.
                    ASI, still probably about half of their number is, no,
                    probably less than that, probably about $50 million left in
                    backlog of flat panel, the rest would be predominantly 300
                    millimeter.

CJ Muse             Okay. How should I think about margins on the flat panel, is
                    that roughly breakeven gross margin now?

J. Swenson          We think it's about 10%, CJ.

CJ Muse             Alright. In terms of strengthening your internal financial
                    controls, what do you see the impact on the financials by
                    the added headcount and other expenses?

B. Nikl             CJ, this is Bob. Certainly from the standpoint of
                    reliability and predictability, that's one of my key goals.
                    Part of the difficulty throughout this entire process is
                    realizing that in many respects an awful lot of the
                    processes at ASI were extraordinarily manual in nature.
                    Again, the new system was supposed to automate and solution
                    a lot of these difficulties; in fact it compounded the
                    problems because you can't take weak processes and
                    systematize them and get a satisfactory output.

                    Again, reliability, accuracy, predictability, those are the
                    things we expect to get out of beefing up the staff and the
                    systems capability at ASI.

CJ Muse             But what will the impact be to your op ex in the quarters
                    ahead?


B. Nikl             I'm sorry, I didn't quite understand the question then. I
                    would say with regard to the cost of recruiting local talent
                    in Ise, it's not going to be a substantial amount of dollar
                    impact cost to op ex.

CJ Muse             Okay. Then in terms of, you touched on it briefly, the $9 to
                    $10 million in cost savings through the recent headcount
                    reduction and recent restructuring, when do you anticipate
                    seeing that full amount of savings and will we see that
                    above line or below line?

B. Nikl             Well certainly we'll start to see it above line commencing
                    in Q4. I'd say from the standpoint of total realization
                    particularly with regard to some of the things related to
                    facilities consolidation, we're probably looking at first
                    half of fiscal year `06 to realize all of the benefit.

CJ Muse             Thank you very much.

Operator            Our next question comes from Bill Ong with American
                    Technology Research. Please go ahead.

B. Ong              Yes, just to clarify, it looks like on the ASI business your
                    gross margins for both the semi and flat panel side is
                    running about 10% give or take. The second question is
                    what's your ongoing tax rate? Then the third question is
                    what do you expect the outlook in 2005 to be in terms of new
                    fab projects and expansions on a general aggregate level?
                    Thanks.

H. Swenson          Bill, it's John. On the tax rate question as we've
                    discussed, we've got a statutory rate at ASI of 42% so the
                    corporate effective rate's always going to depend on the mix
                    of income before taxes. But in general after minority
                    interest, etc., it works out to being an effective rate for
                    us of maybe 10% depending on mix. We can try to pinpoint
                    that a little bit better if you want to discuss it later.

W. Kocmond          Bill, this is Warren. Relative to the gross margins, you're
                    looking at around 10% on this. Steve may have mentioned, in
                    fact did mention during his discussion, there are a number
                    of supply chain improvements that we're trying to put in
                    place in terms of leveraging economies of scale that I think
                    are going to be able to help us in out quarters. At the same
                    time the means by which we're accepting the business up
                    front is going to improve quite a bit. We can leverage the
                    same types of processes and tools that we're using here at
                    ATI with a relative level of success.

B. Ong              The final question on the outlook on fab projects and
                    expansion?

Management          Semi or FPD?

B. Ong              On semi, just a general viewpoint as we get into the new
                    year.


S. Schwartz         Bill, this is Steve. The projects continue to move forward.
                    We're actually surprised a little bit by some of the
                    investments that are taking place in the 300 millimeter
                    AMHS. As you're aware, those investments generally come
                    sooner. 200 millimeter for sure has dropped off. 300
                    millimeter still continues at a reasonable pace.

B. Ong              [inaudible] from North America?

J. Swenson          Bill, this is John. I don't know if you saw or heard in
                    Steve's comments, we're anticipating in the December quarter
                    that we'll have about 100 million of 300 millimeter AMHS
                    bookings which is roughly 2X the most we've seen previously.
                    In terms of the spread of that, it's almost all happening in
                    Asia, Bill.

B. Ong              Okay, thanks.

Operator            Our next question comes from Mark Fitzgerald with Banc of
                    America Securities. Please go ahead.

M. Fitzgerald       Thank you. Can you give us some idea what's happening with
                    gross margins at ATI with the fall off of the SMIF business?
                    Has that had any impact there?

W. Kocmond          Mark, this is Warren again. Sure, we've seen some
                    deterioration in gross margin as a result of the 200
                    millimeter fall off. But as I also mentioned, we're putting
                    a tremendous amount of energy into improving those gross
                    margins on some of our other legacy products, particularly
                    the 300 millimeter area where we've been seeing around 20%
                    to 25% we think there's a pretty good reason that we can get
                    to 30%-35%. On Spartan out the chute we've seen between
                    25%-27% and we're on track pretty reliably to hit 40% plus
                    within a couple of quarters on Spartan. Most of this again
                    is through a combination of commercial negotiations relative
                    to our supply chain. At the same time there are some
                    designed in changes that we're making to improve the margin.

                    Again I think we're in pretty good shape relative to some
                    improvements on the gross margin on those products.

M. Fitzgerald       When you take a step back and look at all that's going on in
                    ASI and ATI at this point, have you guys reevaluated target
                    margins or are they still very much intact in terms of your
                    original thoughts?

W. Kocmond          This is Warren again. I think that they're still relatively
                    intact. The comment I would make is they have perhaps
                    delayed a quarter or two as we've put in place the
                    improvements both here at ATI and as we look forward to
                    putting them in place at ASI. I suspect that we
                    underestimated a little bit the timing of being able to put
                    those improvements in place at ASI.


M. Fitzgerald       Is there any change in terms of the revenue levels to
                    achieve those margins or is that not material given the
                    outsourcing at this point?

W. Kocmond          No, I don't think it'll be material.

M. Fitzgerald       Okay. Thank you.

W. Kocmond          You're welcome.

Operator            Our next question comes from Bill Lu with Piper Jaffray.
                    Please go ahead. Pardon me, Mr. Lu, your line is open.

B. Lu               Hi, there. Sorry about that. Can you hear me?

Management          Yes.

B. Lu               Just a couple of quick questions. First of all, since we're
                    at the end of December now, do you have a decent look into
                    the March quarter revenues and if so can you give us some
                    guidance there?

W. Kocmond          Bill, I would agree with you from a calendar perspective,
                    but quite frankly given all the excitement with regard to
                    closing out Q1, Q2 and just about starting the Q3 close, we
                    really have not spent an appropriate amount of time on Q4 to
                    afford an opportunity to provide guidance today.

B. Lu               Okay, that's fine. Maybe I'll ask it a different way. You've
                    got this big 300 millimeter semi AMHS booking that's coming
                    up or maybe it's already happened. When is that supposed to
                    ship and when is revenue going to be recognized for that?

S. Schwartz         Bill, this is Steve. We will ship a significant amount in
                    the March and June quarters. Bill, on the Q3 call we'll give
                    some guidance there.

B. Lu               Great and then just one last question. On the customer
                    dispute for the flat panel business, were there any
                    renegotiations that took place that affected the margins or
                    pricing?

S. Schwartz         Bill, this is Steve. Yes, there was a renegotiation, a
                    reaffirmation of the contract if you will, it includes some
                    term changes. Initially the contract we anticipated would be
                    around 15% gross margin; it'll be closer to 10% than 15%.
                    There were some other terms put in that were more favorable
                    to us, but just to give you an idea from a gross margin
                    standpoint, that was about a 5% hit as a result of the
                    reaffirmation of the contract.

B. Lu               Okay. Thanks a lot, guys.


Operator            Our next question comes from Philip Lee with JP Morgan.
                    Please go ahead.

P. Lee              Good morning. For the large flat panel contract, when will
                    the last quarter revenue be for that? Subsequent to that
                    flat panel contract, do you expect to have another flat
                    panel contract that will have material revenues afterwards?

Schwartz            Philip, the first contract will be largely completed by the
                    end of the March quarter. A significant portion is in the
                    current quarter, largely completed by the end of the March
                    quarter. We are indeed looking at other large contract
                    opportunities. They absolutely have to meet the gross margin
                    threshold before we take them, so the means by which we're
                    quoting and managing those are very different from before.
                    If and as those get closer, we'll report on those as we can.

P. Lee              Okay, thanks.

Operator            We have a follow up question from Mark Fitzgerald. Please go
                    ahead.

M. Fitzgerald       On the third quarter can you just give us a recap of what's
                    happening with expenses?

B. Nikl             Sure, Mark. We took the headcount action just this past week
                    so the cost savings relative to those approximately 75 heads
                    is not going to do much for the current quarter. The
                    realization of the benefit really is a Q4 item.

                    The good news at least when I'm looking at the numbers
                    sequentially from quarter-to-quarter is that while revenues
                    increased 21% sequentially, our op ex actually declined by
                    about $200K so as a percentage of revenue we went from 24%
                    to roughly 20%. My sense is that we have our arms around the
                    op ex part of the puzzle.

M. Fitzgerald       Thank you.

Operator            Our next question comes from Timothy Arcuri with Smith
                    Barney. Please go ahead.

Gary                Hi, Gary for Tim. I was wondering if you could, following up
                    to that last question, walk us through how you are getting
                    $9 to $10 million in savings from the restructuring and then
                    talking about $1 to $2.0 million in cost savings per
                    quarter. Is there basically some netting out of increased
                    costs due to financial controls you're putting in place?

J. Swenson          Gary, hi, it's John. On the first question, the headcount
                    actions that we announced earlier this month that we ascribe
                    the $8 to $9 million of annual savings to, we think there's
                    about $2 to $2.3 million of savings we're going to be
                    recognizing per quarter, some of that beginning in the
                    December quarter, a more complete benefit realized in the
                    March and June quarters.


                    The additional opportunity is primarily as we anticipate
                    certain consulting projects coming down. We've had expenses
                    related to supply chain consulting, of course significant
                    SOx 404 expense, so a number of those projects we expect to
                    wind down by fiscal year end which is where we think
                    there'll be an additional $1 to $2 million.

                    Potential facility consolidation we discussed and are still
                    exploring. Savings there could be as much as $600K to a
                    million per quarter, in that range, as it's executed, but
                    that ends up being the smallest piece from a P&L
                    perspective.

Gary                Okay, so I misunderstood then. The $2.0 to $2.3 is from the
                    current restructuring and there's an additional $1 to $2
                    million out there due to further restructuring?

J. Swenson          Correct. Mostly expenses coming down, Bill, more than
                    restructuring.

Gary                Okay. Those numbers or the $2.0 to $2.3 million per quarter,
                    does that build in or net out increased headcount and
                    increased costs that you're putting in place for financial
                    controls?

J. Swenson          Absolutely, very, very minimal in terms of expense hit, but
                    focused in the control area.

Gary                Alright, that's it for me. Thank you.

Operator            Ladies and gentlemen, this concludes the question and answer
                    session. Management, please continue.

S. Schwartz         Thanks, everyone, for joining us on the call today
                    especially during the week before the holidays. We're
                    available the rest of the day here in Fremont and we look
                    forward to speaking with you again soon. Thank you.

Operator            Ladies and gentlemen, this concludes the Asyst Technologies'
                    second quarter 2005 fiscal year conference call. If you'd
                    like to listen to a replay of today's call, please dial
                    303-590-3000 and enter the pass code of 11019010.

                    You may now disconnect and thank you for using ACT
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