8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTIONS 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) January 27, 2005.

MYKROLIS CORPORATION

(Exact name of registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

001-16611	04-3536767
(Commission File Number)	(I.R.S. Employer Identification No.)

129 Concord Road, Billerica, MA	01821
(Address of principal executive offices)	(Zip Code)

(978) 436-6500

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On January 27, 2005, the registrant issued a press release to announce earnings for the fourth quarter of fiscal 2004. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instructions B.2 of Form 8-K, the information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

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SIGNATURE

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.

	MYKROLIS CORPORATION
Dated:  January 27, 2005	By	/s/ Bertrand Loy
		Bertrand Loy,
		Vice President & Chief Financial Officer

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EXHIBIT INDEX

Exhibit
99.1	Press Release, Dated January 27, 2005.

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EX-99.1

Exhibit 99.1

For Release at 7:00am (ET)

Mykrolis Corporation Reports Fourth Quarter 2004 Financial Results

Revenues of $74 million Rise 4 Percent Sequentially

BILLERICA, Mass., January 27, 2004 – Mykrolis Corporation (NYSE: MYK), a leading supplier of components and subsystems to the semiconductor industry, announced today fourth quarter revenues of $74.0 million, 4 percent higher than $71.4 million in the third quarter of 2004, and 27 percent higher than the comparable quarter a year ago.

Net income per diluted share for the fourth quarter was $0.17, which was even with $0.17 in the third quarter of 2004. The Company reported a net income per diluted share of $0.09 in the fourth quarter a year ago.

For fiscal 2004, revenues of $289.2 million increased 56 percent from $185.9 million for the same period a year ago. Net income per diluted share for fiscal 2004 was $0.68, compared to a net loss per diluted share of $0.20 for the same period a year ago.

In the fourth quarter, sales of consumable filtration and purification products were $51.6 million, or 70 percent of total sales, and sales of equipment were $22.4 million, or 30 percent of total sales.

Gideon Argov, Chief Executive Officer, commented on the results: “The fourth quarter was a successful cap to a very successful year. Aided by favorable foreign exchange rates, sales for the quarter grew sequentially and exceeded our expectations. Demand for consumable filtration products and photochemical dispense equipment remained firm across our semiconductor device manufacturers and OEM customers in Japan and Asia. Strong growth in Europe contrasted weaker sales in North America, which reflected slower demand from US-based semiconductor OEM tool manufacturers for our equipment products.

“Our balance sheet remains solid, as we reduced our inventories from the third quarter and we increased our cash balances to $130 million,” Argov said.

Management Outlook

For the first quarter of 2005, the Company anticipates revenue will be in the range of $65 to $71 million and net income per diluted share will be in the range of $0.04 to $0.12.

Quarterly Earnings Call

Mykrolis will hold a conference call to discuss its results for the fourth quarter today, Thursday, January 27, 2005 at 10:00 a.m. ET (7:00 a.m. PT). The conference call dial-in number is 800-818-5264; outside the U.S., the number is 913-981-4910. The conference call will also be webcast on the Mykrolis web site at www.mykrolis.com. A replay of the call will be available upon demand through February 17, 2005 by calling 719-457-0820 with passcode of 375614.

Revenue by Geographic Region (in millions of US dollars):

	Q4 2004		Q4 2003		% Growth
North America	$	16.4	$	15.2	8	%
Japan		27.6		22.2	24	%
Asia		22.0		15.8	39	%
Europe		8.0		5.0	60	%
Total	$	74.0	$	58.2	27	%
	Q4 2004		Q3 2004		% Growth
North America	$	16.4	$	18.8	-13	%
Japan		27.6		26.5	4	%
Asia		22.0		19.6	12	%
Europe		8.0		6.5	23	%
Total	$	74.0	$	71.4	4	%
	FY 2004		FY 2003		% Growth
North America	$	76.4	$	49.3	55	%
Japan		107.8		67.5	60	%
Asia		77.5		50.4	54	%
Europe		27.5		18.7	47	%
Total	$	289.2	$	185.9	56	%

About Mykrolis

Mykrolis develops and manufactures fluid management and micro-contamination control components and integrated systems for the semiconductor industry. The Company’s product line comprises consumables and equipment that measure, control and purify liquids, gases and chemicals critical to the manufacturing process. In addition to the semiconductor industry, the Company serves related markets including manufacturers of flat panel displays, fiber optics, solar cells, optical disks and data storage devices. Mykrolis is based in Billerica, Massachusetts. For more information, visit www.mykrolis.com.

Mykrolis Forward looking Statement Disclaimer

The matters discussed herein, as well as in future oral and written statements by management of Mykrolis Corporation that are forward-looking statements, are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. When used herein or in such statements, the words “anticipate”, “believe”, “estimate”, “expect”, “hope”, “may”, “will”, “should” or the negative thereof and similar expressions as they relate to Mykrolis, its business or its management are intended to identify such forward-looking statements. Potential risks and uncertainties that could affect Mykrolis’s future operating results include, without limitation, the risk that a sustained industry recovery may be weaker and/or shorter than past recoveries, our inability to meet increasing demands for our products from our key customers; increased competition in our industry resulting in downward pressure on prices and reduced margins, as well as those risks described under the headings “Risks Relating to our Business and Industry”, “Risks Related to the Securities Markets and Ownership of Our Securities,” and “Risks Related to our Separation from Millipore” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the fiscal year ended December 31, 2003 as well as those risks identified in our other reports and filings with the Securities and Exchange Commission.

Mykrolis Corporation

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

	Three Months Ended						Twelve Months Ended
	12/31/2004			12/31/2003			12/31/2004			12/31/2003
	(unaudited)						(unaudited)
Net sales	$	73,977		$	58,183		$	289,230		$	185,898
Cost of sales		39,846			32,838			151,321			105,269
Gross profit		34,131			25,345			137,909			80,629
% of sales		46.1	%		43.6	%		47.7	%		43.3	%
Research & development expenses		6,332			5,591			25,739			19,110
Selling, general & admin. expenses		19,802			16,544			75,737			64,795
Restructuring and other charges		(125	)		(178	)		(213	)		2,111
Operating income (loss)		8,122			3,388			36,646			(5,387	)
% of sales		11.0	%		5.8	%		12.7	%		(2.9	%)
Other income, net		1,098			610			2,289			2,260
Income (loss) before income taxes		9,220			3,998			38,935			(3,127	)
Income tax expense		2,024			342			9,734			4,977
Net income (loss)	$	7,196		$	3,656		$	29,201		$	(8,104	)
% of sales		9.7	%		6.3	%		10.1	%		(4.4	%)
Basic income (loss) per share	$	0.17		$	0.09		$	0.70		$	(0.20	)
Basic weighted average shares outstanding		41,865			40,336			41,491			39,939
Diluted income (loss) per share	$	0.17		$	0.09		$	0.68		$	(0.20	)
Diluted weighted average shares outstanding		43,076			42,757			43,240			39,939

Mykrolis Corporation

Condensed Consolidated Balance Sheets

(In thousands)

	(unaudited)
	Dec. 31, 2004		Dec. 31, 2003
Assets
Cash and cash equivalents	$	108,185	$	70,503
Marketable securities		22,228		—
Accounts receivable, net		62,456		46,698
Inventories		41,835		38,771
Other current assets		4,351		6,390
Total current assets		239,055		162,362
Marketable securities		—		14,266
Property, plant and equipment, net		65,564		71,033
Goodwill and intangible assets, net		33,015		24,939
Other assets		12,882		11,155
Total assets	$	350,516	$	283,755
Liabilities and shareholders’ equity
Accounts payable	$	14,887	$	12,613
Accrued expenses and other current liabilities		52,933		36,086
Total current liabilities		67,820		48,699
Other liabilities		11,664		12,028
Shareholders’ equity		271,032		223,028
Total liabilities and shareholders’ equity	$	350,516	$	283,755

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Contacts:

Bertrand Loy, Chief Financial Officer

Steve Cantor, Director of Investor Relations and Corporate Communications

Tel#: 978-436-6500

Email: investor_relations@mykrolis.com