UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A


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

                         FOR THE QUARTERLY PERIOD ENDED

                                DECEMBER 31, 2001

                                       or

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

               FOR THE TRANSITION PERIOD FROM          TO
                                              --------    --------
                        COMMISSION FILE NUMBER 000-30205

                       CABOT MICROELECTRONICS CORPORATION
             (Exact name of registrant as specified in its charter)

                  DELAWARE                              36-4324765
         (State of Incorporation)          (I.R.S. Employer Identification No.)

         870 NORTH COMMONS DRIVE                           60504
            AURORA, ILLINOIS                             (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code: (630) 375-6631

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

                        YES      X       NO
                            -----------    -------------

As of January 31, 2002 the Company had 24,156,067 shares of Common Stock, par
value $0.001 per share, outstanding.






PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)     Exhibits

                 To secure the Commission's grant of our application for
                 confidential treatment of our Fumed Alumina Supply Agreement
                 with Cabot Corporation, we hereby amend Item 6 of Part II of
                 our Quarterly Report on Form 10-Q for the fiscal quarter ended
                 December 31, 2001, as filed on February 12, 2002. Item 6 of
                 Part II has been amended only for the purpose of filing amended
                 Exhibit 10.32 to the report. To secure the Commission's grant
                 of our application for confidential treatment of our Fumed
                 Alumina Supply Agreement with Cabot Corporation, we amended
                 Exhibit 10.32 to disclose certain previously redacted portions
                 of that agreement. Exhibit 10.32 is being refiled in its
                 entirety.


                 The exhibit numbers in the following list correspond to the
                 number assigned to such exhibits in the Exhibit Table of Item
                 601 of Regulation S-K:

                         EXHIBIT
                         NUMBER     DESCRIPTION
                         ------     -----------

                         10.30      2001 Deposit Share Agreement*

                         10.31      Amendment No.1 to Fumed Metal Oxide Supply
                                    Agreement (confidential treatment applied
                                    for)**

                         10.32      Fumed Alumina Supply Agreement
                                    (confidential treatment applied for)**

                                    * Management contract, or compensatory plan
                                    or arrangement.

                                    ** This Exhibit has been filed separately
                                    with the Commission pursuant to an
                                    application for confidential treatment. The
                                    confidential portions of this Exhibit have
                                    been omitted and are marked by brackets.


         (b)     Reports on Form 8-K

                 No report on Form 8-K was filed by the Company during the three
                 months ended December 31, 2001.


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                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    CABOT MICROELECTRONICS CORPORATION


Date: August 8, 2002                /s/ MARTIN M. ELLEN
                                    -------------------------------------------
                                    Martin M. Ellen
                                    Vice President and Chief Financial Officer
                                    [Principal Financial Officer]


Date: August 8, 2002                /s/ DANIEL S. WOBBY
                                    -------------------------------------------
                                    Daniel S. Wobby
                                    Corporate Controller
                                    [Principal Accounting Officer]



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