DESCRIPTION:  8-K

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

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                                    FORM 8-K

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (date of earliest event reported): November 1, 1999

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                            MATTSON TECHNOLOGY, INC.
             (Exact name of registrant as specified in its charter)

                         Commission File Number 0-21970

            DELAWARE                               77-0208119
(State or other jurisdiction of       (I.R.S. Employer Identification No.)
 incorporation or organization)

    3550 WEST WARREN AVENUE
      FREMONT, CALIFORNIA                            94538
(Address of principal executive offices)           (Zip Code)

                                 (510) 657-5900
              (Registrant's telephone number, including area code)

Item 4...Changes in Registrant's Certifying Accountant

         (a) Previous independent accountants

                  (i)      On November 1, 1999 the Company dismissed
                           PricewaterhouseCoopers LLP as its independent
                           accountants. PricewaterhouseCoopers LLP had served
                           as the independent auditors of the Company since 
                           prior to fiscal 1997.
                  (ii)     The reports of PricewaterhouseCoopers LLP on the
                           financial statements of the Company for each of the
                           past two fiscal years contained no adverse opinion or
                           disclaimer of opinion and were not qualified or
                           modified as to uncertainty, audit scope or accounting
                           principle.
                  (iii)    The decision to change independent accountants was
                           approved by the Company's Audit Committee and the
                           Board of Directors.
                  (iv)     During the Company's two most recent fiscal years and
                           through the date of this Report, the Company has no
                           disagreements with PricewaterhouseCoopers LLP on any
                           matter of accounting principles or practices,
                           financial statement disclosure, or auditing scope or
                           procedure, which disagreements if not resolved to the
                           satisfaction of PricewaterhouseCoopers LLP would have
                           caused it to make reference thereto in its report on
                           the financial statements, of the Company for such
                           periods.
                  (v)      During the Company's two most recent fiscal years and
                           through the date of this Report, the Company has had
                           no reportable events (as defined in Item 304(a)(1)(v)
                           of the Regulation S-K).
                  (vi)     The Company has requested that PricewaterhouseCoopers
                           LLP furnish it with a letter addressed to the
                           Commission stating whether or not it agrees with the
                           above statements. A copy of such letter, dated
                           November 3, 1999 is filed as Exhibit 16 to this Form
                           8-K.

         (b) New independent accountants

                  (i)      The Company engaged Arthur Andersen LLP as its new
                           independent accountants as of November 1, 1999.
                           During the two most recent fiscal years and through
                           the date of their engagement by the Company, the 
                           Company did not consult with Arthur Andersen LLP 
                           regarding issues of the type described in 

                           Item 304(a)(2) of Regulation S-K.

Item 7.  Financial Statements and Exhibits

         Exhibit 16: letter from PricewaterhouseCoopers LLP to the Securities
         and Exchange Commission.

         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 hereunto duly authorized.

         MATTSON TECHNOLOGY, INC.

         /s/ Brian McDonald
         ---------------------------
         Brian McDonald
         Vice President of Finance
         and Chief Financial Officer

 TYPE:  EX-16
 SEQUENCE:  2
 DESCRIPTION:  EX-16

Exhibit 16

Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission

November 3, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Commissioners:

We have read the statements made by Mattson Technology, Inc. (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report dated November 1, 1999. We
agree with the statements concerning our Firm in such Form 8-K.

Very truly yours,

PricewaterhouseCoopers LLP