8-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 1, 2002

Ultratech Stepper, Inc.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	0-22248 (Commission File Number)	94-3169580 (IRS Employer Identification No.)
3050 Zanker Road, San Jose, California (Address of principal executive offices)		95134 (Zip Code)

Registrant's telephone number, including area code    (408) 321-8835

Not Applicable
(Former name or former address, if changed since last report)

Item 7. Exhibits

Exhibit	Description
	99.1 Financial Update by CFO March 1, 2002

Item 9. Regulation FD Disclosure

        On March 1, 2002 Ultratech Stepper Inc. posted an update to its quarterly teleconference guidance on its company world wide web at www.ultratech.com. The full text of this message is included as Exhibit 99.1 hereto.

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.

ULTRATECH STEPPER, INC.
(Registrant)

Date:
February 28, 2002
By:
/s/  BRUCE R. WRIGHT Bruce R. Wright
Senior Vice President, Finance and Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit	Description
99.1	Financial Update by CFO March 1, 2002.

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Item 7. Exhibits
Item 9. Regulation FD Disclosure

SIGNATURES
EXHIBIT INDEX

EX-99.1

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Exhibit 99.1

Financial Update by CFO

March 1, 2002

        Overall, the business scenario for Ultratech Stepper remains essentially unchanged from management's comments in the 4Q01 earnings teleconference. Although we are too early into the quarter to have concrete visibility, it appears that the order pushout and cancellation rate is starting to improve. In addition, our customers are telling us that they are ramping up their fabs and increasing utilization rates. Quote and order activity is starting to increase. Operationally, the Company remains focused on executing the previously announced plans to lessen expenses and drop the operating income breakeven point. The financial and market outlook and goals for the Company for 1Q02 and 2002 remain the same as stated in the 4Q01 earnings teleconference comments.

Safe Harbor Statement

        The statements contained herein are considered forward-looking statements that involve numerous risks and uncertainties, including a high degree of non-linearity of the Company's system shipments and system acceptances. Due to the high average selling prices of the Company's systems, the loss of even a single planned revenue event would materially adversely impact the Company's results of operations. Additional risks and uncertainties include cyclicality in the semiconductor and microsystems markets, delays, deferrals and cancellations of orders by customers, pricing pressures, competition, lengthy sales cycles for the Company's systems, ability to volume produce systems and meet customer requirements, the mix of products sold, dependence on new product introductions and commercial success of any new products, integration and development of the Verdant operation, manufacturing inefficiencies and absorption levels, risks associated with introducing new technologies, inventory obsolescence, economic and political conditions in Asia, delays in collecting accounts receivable, extended payment terms, changes in technologies and the effects of the California power shortage. Such risks and uncertainties are described in the Company's SEC reports including the Company's Annual Report on Form 10-K filed as of December 31, 2000 and form 10-Q filed as of September 30, 2001.

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Exhibit 99.1

Financial Update by CFO March 1, 2002