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

                                    FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                                 Commission File Number: 0-26274


                     Integrated Measurement Systems, Inc.
                     ------------------------------------
            (Exact name of registrant as specified in its charter)

               9525 S.W. Gemini Drive, Beaverton, Oregon  97008
               ------------------------------------------------
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                    Common Stock, par value $0.01 per share
           Rights to Purchase Series A Participating Preferred Stock
           ---------------------------------------------------------
           (Title of each class of securities covered by this Form)

                                     None
            -------------------------------------------------------
             (Titles of other class of securities for which a duty
             to file reports under section 13(a) or 15(d) remains

     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

       Rule 12g-4(a)(l)(i)    [X]        Rule 12h-3(b)(l)(i)   [X]
       Rule 12g-4(a)(l)(ii)   [_]        Rule 12h-3(b)(l)(ii)  [_]
       Rule 12g-4(a)(2)(i)    [_]        Rule 12h-3(b)(2)(i)   [_]
       Rule 12g-4(a)(2)(ii)   [_]        Rule 12h-3(b)(2)(ii)  [_]
                                         Rule 15d-6            [_]

     Approximate number of holders of record as of the certification or notice
date: 1
      -

     Pursuant to the requirements of the Securities Exchange Act of 1934,
Integrated Measurement Systems, Inc. has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.

                                        INTEGRATED MEASUREMENT SYSTEMS, INC.

Date: August 1, 2001                    By:  /s/ Fred Hall
      --------------                         ------------------------------
                                             Name: Fred Hall
                                             Title: Chief Financial Officer

Instructions: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.