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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                            ------------------------

                                   FORM 10-Q
                            ------------------------
(MARK ONE)

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

                 FOR THE QUARTERLY PERIOD ENDED MARCH 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 0-26946

                                 INTEVAC, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                                            
                  CALIFORNIA                                     94-3125814
       (STATE OR OTHER JURISDICTION OF               (IRS EMPLOYER IDENTIFICATION NO.)
        INCORPORATION OR ORGANIZATION)


                              3560 BASSETT STREET
                         SANTA CLARA, CALIFORNIA 95054
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 986-9888

     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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No [ ]

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

     On March 31, 2001 approximately 11,934,668 shares of the Registrant's
Common Stock, no par value, were outstanding.

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   2

                                 INTEVAC, INC.

                                     INDEX



                                                                       PAGE NO.
                                                                       --------
                                                                 
PART I. FINANCIAL INFORMATION

ITEM 1.  Financial Statements (unaudited)

         Condensed Consolidated Balance Sheets.......................      1

         Condensed Consolidated Statements of Operations and
         Comprehensive Income........................................      2

         Condensed Consolidated Statements of Cash Flows.............      3

         Notes to Condensed Consolidated Financial Statements........      4

ITEM 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations...................................      8

ITEM 3.  Quantitative and Qualitative Disclosures About Market
         Risk........................................................     14

PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings...........................................     16

ITEM 2.  Changes in Securities.......................................     16

ITEM 3.  Defaults Upon Senior Securities.............................     16

ITEM 4.  Submission of Matters to a Vote of Security-Holders.........     16

ITEM 5.  Other Information...........................................     16

ITEM 6.  Exhibits and Reports on Form 8-K............................     16

SIGNATURES...........................................................     17


                                        i
   3

                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                 INTEVAC, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)



                                                               MARCH 31,      DECEMBER 31,
                                                                  2001            2000
                                                              ------------    ------------
                                                              (UNAUDITED)
                                                                        
                                          ASSETS
Current assets:
  Cash and cash equivalents.................................    $26,693         $ 4,616
  Short-term investments....................................      4,973          33,787
  Accounts receivable, net of allowances of $112 and $114 at
     March 31, 2001 and December 31, 2000, respectively.....      7,717           9,593
  Inventories...............................................     23,884          15,833
  Prepaid expenses and other current assets.................      1,196             844
  Deferred tax asset........................................      4,041           4,041
                                                                -------         -------
     Total current assets...................................     68,504          68,714
Property, plant, and equipment, net.........................     10,581          11,060
Investment in 601 California Avenue LLC.....................      2,431           2,431
Goodwill and other intangibles..............................          2               7
Debt issuance costs.........................................        713             774
Deferred tax assets and other assets........................      3,684           3,684
                                                                -------         -------
          Total assets......................................    $85,915         $86,670
                                                                =======         =======

                           LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Notes payable.............................................    $    --         $ 1,904
  Accounts payable..........................................      6,397           2,757
  Accrued payroll and related liabilities...................      1,895           1,534
  Other accrued liabilities.................................      4,883           5,109
  Customer advances.........................................     17,259          16,317
                                                                -------         -------
     Total current liabilities..............................     30,434          27,621
Convertible notes...........................................     41,245          41,245
Shareholders' equity:
  Common stock, no par value................................     18,891          18,675
  Accumulated deficit.......................................     (4,655)           (871)
                                                                -------         -------
     Total shareholders' equity.............................     14,236          17,804
                                                                -------         -------
          Total liabilities and shareholders' equity........    $85,915         $86,670
                                                                =======         =======


                            See accompanying notes.
                                        1
   4

                                 INTEVAC, INC.

              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
                              COMPREHENSIVE INCOME
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                  (UNAUDITED)



                                                               THREE MONTHS ENDED
                                                              ---------------------
                                                              MARCH 31,    APRIL 1,
                                                                2001         2000
                                                              ---------    --------
                                                                     
Net revenues................................................   $10,005     $ 5,892
Cost of net revenues........................................     6,605       5,241
                                                               -------     -------
Gross profit................................................     3,400         651
Operating expenses:
  Research and development..................................     3,496       2,461
  Selling, general and administrative.......................     1,669       1,585
  Restructuring expense (gain)..............................        --        (615)
                                                               -------     -------
          Total operating expenses..........................     5,165       3,431
                                                               -------     -------
Operating loss..............................................    (1,765)     (2,780)
Interest expense............................................      (738)       (758)
Interest income and other, net..............................    (1,281)        677
                                                               -------     -------
Loss from continuing operations before income taxes.........    (3,784)     (2,861)
Provision for (benefit from) income taxes...................        --          --
                                                               -------     -------
Net loss....................................................   $(3,784)    $(2,861)
                                                               =======     =======
Other comprehensive income:
  Unrealized foreign currency translation adjustment........        --          --
                                                               -------     -------
Total comprehensive loss....................................   $(3,784)    $(2,861)
                                                               =======     =======
Basic earnings per share:
  Income (loss) from continuing operations..................   $ (0.32)    $ (0.24)
  Net income (loss).........................................   $ (0.32)    $ (0.24)
  Shares used in per share amounts..........................    11,896      11,759
Diluted earnings per share:
  Income (loss) from continuing operations..................   $ (0.32)    $ (0.24)
  Net income (loss).........................................   $ (0.32)    $ (0.24)
  Shares used in per share amounts..........................    11,896      11,759


                            See accompanying notes.
                                        2
   5

                                 INTEVAC, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)



                                                               THREE MONTHS ENDED
                                                              ---------------------
                                                              MARCH 31,    APRIL 1,
                                                                2001         2000
                                                              ---------    --------
                                                                     
OPERATING ACTIVITIES
Net loss....................................................   $(3,784)    $ (2,861)
Adjustments to reconcile net loss to net cash and cash
  equivalents used in operating activities:
  Depreciation and amortization.............................     1,128        1,246
  Foreign currency (gain) loss..............................        (1)          --
  Loss on IMAT investment...................................        --           47
  Restructuring charge -- non-cash portion..................        --          856
  Unrealized loss on investments............................     2,000           --
  Changes in assets and liabilities.........................    (3,714)        (829)
                                                               -------     --------
Total adjustments...........................................      (587)       1,320
                                                               -------     --------
Net cash and cash equivalents used in operating
  activities................................................    (4,371)      (1,541)
INVESTING ACTIVITIES
Purchase of investments.....................................    (5,463)     (44,846)
Proceeds from sale of investments...........................    32,277       47,141
Purchase of leasehold improvements and equipment............      (582)        (956)
                                                               -------     --------
Net cash and cash equivalents provided by investing
  activities................................................    26,232        1,339
FINANCING ACTIVITIES
Proceeds from issuance of common stock......................       216          258
                                                               -------     --------
Net cash and cash equivalents provided by financing
  activities................................................       216          258
                                                               -------     --------
Net increase in cash and cash equivalents...................    22,077           56
Cash and cash equivalents at beginning of period............     4,616        3,295
                                                               -------     --------
Cash and cash equivalents at end of period..................   $26,693     $  3,351
                                                               =======     ========
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Cash paid (received) for:
  Interest..................................................   $ 1,374     $  1,394


                            See accompanying notes.
                                        3
   6

                                 INTEVAC, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS ACTIVITIES AND BASIS OF PRESENTATION

     Intevac, Inc.'s ("Intevac" or the "Company") primary business is the
design, manufacture and sale of complex capital equipment that is used to
manufacture products such as thin-film disks for computer disk drives and flat
panel displays (the "Equipment Business"). The Company also develops highly
sensitive electro-optical devices under government sponsored R&D contracts (the
"Photonics Business").

     The Equipment Business is a leading supplier of thin film deposition
systems used in the manufacture of disks for computer hard disk drives.
Intevac's systems are used to deposit multiple thin-film layers on a disk
including undercoats, magnetic alloys, protective overcoats and lubricant. The
Equipment Business also realizes revenues from the sales of flat panel display
("FPD") manufacturing equipment. Spare parts and after-sale service are also
sold to purchasers of the Company's equipment, and sales of components are made
to other manufacturers of vacuum equipment.

     The Photonics Business has developed technology that permits highly
sensitive detection of photons in the visible and short wave infrared portions
of the spectrum. This technology when combined with advanced silicon integrated
circuits makes it possible to produce highly sensitive video cameras. This
development work is creating new products for both military and industrial
applications. Products include Intensified Digital Video Sensors, cameras
incorporating those sensors and Laser Illuminated Viewing and Ranging
("LIVAR(R)") systems for positive target identification.

     The financial information at March 31, 2001 and for the three-month periods
ended March 31, 2001 and April 1, 2000 is unaudited, but includes all
adjustments (consisting only of normal recurring accruals) that the Company
considers necessary for a fair presentation of the financial information set
forth herein, in accordance with accounting principles generally accepted in the
United States of America ("U.S. GAAP") for interim financial information, the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, it does
not include all of the information and footnotes required by U.S. GAAP for
annual financial statements. For further information, refer to the Consolidated
Financial Statements and footnotes thereto included or incorporated by reference
in the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2000.

     The preparation of financial statements in conformity with U.S. GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and reported amounts of
revenue and expenses during the reporting period. Actual results inevitably will
differ from those estimates, and such differences may be material to the
financial statements.

     The Company evaluates the collectibility of trade receivables on an ongoing
basis and provides for reserves against potential losses when appropriate.

     The results for the three-month period ended March 31, 2001 are not
considered indicative of the results to be expected for any future period or for
the entire year.

2. INVENTORIES

     The components of inventory consist of the following:



                                                       MARCH 31,    DECEMBER 31,
                                                         2001           2000
                                                       ---------    ------------
                                                            (IN THOUSANDS)
                                                              
Raw materials........................................   $ 6,000       $ 4,591
Work-in-progress.....................................    14,748         8,209
Finished goods.......................................     3,136         3,033
                                                        -------       -------
                                                        $23,884       $15,833
                                                        =======       =======


                                        4
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                                 INTEVAC, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     The finished goods inventory is represented by completed units at customer
sites undergoing installation and acceptance testing.

3. NET INCOME (LOSS) PER SHARE

     The following table sets forth the computation of basic and diluted
earnings per share:



                                                           THREE MONTHS ENDED
                                                          ---------------------
                                                          MARCH 31,    APRIL 1,
                                                            2001         2000
                                                          ---------    --------
                                                             (IN THOUSANDS)
                                                                 
Numerator:
  Loss from continuing operations.......................   $(3,784)    $(2,861)
                                                           =======     =======
  Net loss..............................................   $(3,784)    $(2,861)
                                                           =======     =======
  Numerator for basic earnings per share -- loss
     available to common stockholders...................    (3,784)     (2,861)
  Effect of dilutive securities:
     6 1/2% convertible notes(1)........................        --          --
                                                           -------     -------
  Numerator for diluted earnings per share -- loss
     available to common stockholders after assumed
     conversions........................................   $(3,784)    $(2,861)
                                                           =======     =======
Denominator:
  Denominator for basic earnings per share --
     weighted-average shares............................    11,896      11,759
  Effect of dilutive securities:
     Employee stock options(2)..........................        --          --
     6 1/2% convertible notes(1)........................        --          --
                                                           -------     -------
  Dilutive potential common shares......................        --          --
                                                           -------     -------
  Denominator for diluted earnings per share -- adjusted
     weighted-average shares and assumed conversions....    11,896      11,759
                                                           =======     =======


---------------
(1) Diluted EPS for the three-month periods ended March 31, 2001 and April 1,
    2000 excludes "as converted" treatment of the convertible notes as their
    inclusion would be anti-dilutive. The number of "as converted" shares
    excluded for both the three-month periods ended March 31, 2001 and April 1,
    2000 was 1,999,758.

(2) Diluted EPS for the three-month periods ended March 31, 2001 and April 1,
    2000 excludes the effect of employee stock options as their inclusion would
    be anti-dilutive. The number of employee stock options excluded for the
    three-month periods ended March 31, 2001 and April 1, 2000 was 173,590 and
    179,578, respectively.

4. SEGMENT REPORTING

  Segment Description

     Intevac, Inc. has two reportable segments: Equipment and Photonics. The
Company's Equipment business sells complex capital equipment used in the
manufacturing of thin-film disks, flat panel displays and shrink-wrap films. The
Company's Photonics business is developing products utilizing electron sources
that permit highly sensitive detection of photons in the visible and short-wave
infrared spectrum.

     Included in corporate activities are general corporate expenses, the equity
in net loss of equity investee and amortization expenses related to certain
intangible assets, and a restructuring reserve first established in September
1999, less an allocation of corporate expenses to operating units equal to 1% of
net revenues.

                                        5
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                                 INTEVAC, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

  Business Segment Net Revenues



                                                            THREE MONTHS ENDED
                                                           ---------------------
                                                           MARCH 31,    APRIL 1,
                                                             2001         2000
                                                           ---------    --------
                                                              (IN THOUSANDS)
                                                                  
Equipment................................................   $ 7,932      $4,859
Photonics................................................     2,073       1,033
                                                            -------      ------
          Total..........................................   $10,005      $5,892
                                                            =======      ======


  Business Segment Profit & Loss



                                                           THREE MONTHS ENDED
                                                          ---------------------
                                                          MARCH 31,    APRIL 1,
                                                            2001         2000
                                                          ---------    --------
                                                             (IN THOUSANDS)
                                                                 
Equipment...............................................   $  (563)    $(1,769)
Photonics...............................................      (662)       (884)
Corporate activities....................................      (540)       (127)
                                                           -------     -------
Operating loss..........................................    (1,765)     (2,780)
Interest expense........................................      (738)       (758)
Interest income.........................................       581         551
Other income and expense, net...........................    (1,862)        126
                                                           -------     -------
Loss from continuing operations before income taxes.....   $(3,784)    $(2,861)
                                                           =======     =======


5. RESTRUCTURING

     During the third quarter of 1999, the Company adopted an expense reduction
plan that included closing one of the buildings at its Santa Clara facility and
a reduction in force of 7 employees out of the Company's staff of contract and
regular personnel. The reductions took place at the Company's facilities in
Santa Clara, California. The Company incurred a charge of $2,225,000 related to
the expense reduction plan. The significant components of this charge included
$873,000 for future rent due on the building (net of expected sublease income),
$160,000 for costs associated with operating the building through May 2000,
$580,000 for the write-off of leasehold improvements and $584,000 for moving out
of the building.

     In the fourth quarter of 1999, $97,000 of the restructuring reserve was
reversed due to lower than expected costs on the closure of the facility. During
the first quarter of 2000, the Company vacated the building and negotiated a
lease termination for that space with its landlord, which released the Company
from the obligation to pay any rent after April 30, 2000. As a result, the
Company reversed $615,000 of the restructuring reserve during the first quarter
of 2000.

     During the fourth quarter of 1999, the Company adopted a plan to
discontinue operations at its RPC Technologies, Inc. electron beam processing
equipment subsidiary and to close the RPC facility in Hayward, California.
Twenty-six employees out of the Company's staff of contract and regular
personnel were terminated as a result. The Company incurred a charge of
$1,639,000 related to this plan. The significant components of this charge
include $679,000 for inventory write-downs which were charged to cost of sales,
$264,000 for fixed asset write-offs, $200,000 for closure of the facility,
$163,000 for employee severance costs, $161,000 for future rent due on the
facility and $152,000 for write-off of intangibles.

     In the first quarter of 2000, Intevac sold certain assets of the RPC
Technologies, Inc. subsidiary to Quemex Technology. Proceeds from the sale
included a cash payment, assumption of the Hayward facility lease and the
assumption of certain other liabilities. Excluded from the sale were two
previously leased

                                        6
   9
                                 INTEVAC, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

systems and three completed systems remaining in inventory. All three systems in
inventory were shipped during 2000 and two were accepted by the customer and
included in Intevac revenues during 2000. The third system is scheduled for
customer acceptance and revenue recognition in 2001. The Company was able to
reverse the portions of the restructuring reserve established to provide for
future rents due on the facility and for the closure of the facility. However,
since Intevac retained ownership of the two leased systems, the Company
established an equivalent reserve to provide for any residual value at the end
of the leases.

     The following table displays the activity in the building closure
restructuring reserve, established in the third quarter of 1999, and in the RPC
operation discontinuance restructuring reserve, established in the fourth
quarter of 1999, through December 31, 2000.



                                                      BUILDING       RPC OPERATION
                                                       CLOSURE       DISCONTINUANCE
                                                    RESTRUCTURING    RESTRUCTURING
                                                    -------------    --------------
                                                            (IN THOUSANDS)
                                                               
Original restructuring charge.....................     $2,225            $1,639
  Actual expense incurred.........................       (511)             (851)
  Reversal of restructuring charge................        (97)               --
                                                       ------            ------
Balance at December 31, 1999......................      1,617               788
  Actual expense incurred.........................       (815)             (365)
  Valuation reserve -- leased systems.............         --              (361)
  Reversal of restructuring charge................       (615)               --
                                                       ------            ------
Balance at April 1, 2000..........................        187                62
  Actual expense incurred.........................       (162)              (61)
                                                       ------            ------
Balance at July 1, 2000...........................         25                 1
  Actual expense incurred.........................         (2)               (1)
  Reversal of restructuring charge................        (23)               --
                                                       ------            ------
Balance at December 31, 2000......................         --                --
                                                       ======            ======


6. INCOME TAXES

     The Company's estimated tax rate was 0% for the three-month periods ended
March 31, 2001 and April 1, 2000. The Company did not accrue a tax benefit due
to the inability to realize additional refunds from loss carry-backs. As of
March 31, 2001 the Company's net deferred tax assets totaled $7.7 million. The
Company believes that it is more likely than not that it will earn sufficient
taxable income in the future to realize the value of these net deferred tax
assets. If in the future the Company cannot project with reasonable certainty
that it will earn taxable income sufficient to realize all or part of the value
of these net deferred tax assets, then the Company will expense the value of the
net deferred tax assets not likely to be realized.

7. CAPITAL TRANSACTIONS

     During the three-month period ending March 31, 2001, Intevac sold stock to
its employees under the Company's Stock Option and Employee Stock Purchase
Plans. A total of 91,099 shares were issued for which the Company received
$216,000.

                                        7
   10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     This Quarterly Report on Form 10-Q contains forward-looking statements
which involve risks and uncertainties. Words such as "believes," "expects,"
"anticipates" and the like indicate forward-looking statements. The Company's
actual results may differ materially from those discussed in the forward-looking
statements. Factors that might cause such a difference include, but are not
limited to, the risk factors set forth elsewhere in this Quarterly Report on
Form 10-Q under "Certain Factors Which May Affect Future Operating Results" and
in other documents the Company files from time to time with the Securities and
Exchange Commission, including the Company's Annual Report on Form 10-K filed in
March 2001, Form 10-Q's and Form 8-K's.

RESULTS OF OPERATIONS

  Three Months Ended March 31, 2001 and April 1, 2000

     Net revenues. Net revenues consist primarily of sales of equipment used to
manufacture thin-film disks for computer hard disk drives and flat panel
displays, related equipment and system components ("Equipment") and contract
research and development related to the development of highly sensitive
electro-optical devices under government sponsored R&D contracts and sales of
derivative products ("Photonics"). Net revenues from system sales are recognized
upon customer acceptance. Net revenues from sales of related equipment and
system components are recognized upon product shipment. Contract research and
development revenue is recognized in accordance with contract terms, typically
as costs are incurred. Net revenues increased by 70% to $10.0 million for the
three months ended March 31, 2001 from $5.9 million for the three months ended
April 1, 2000. Net revenues from Equipment increased to $7.9 million for the
three months ended March 31, 2001 from $4.9 million for the three months ended
April 1, 2000. The increase in Equipment revenue was the result of increased
shipments of disk equipment upgrades and spare parts and the shipment of one
Rapid Thermal Processing ("RTP") system. Net revenues from Photonics increased
to $2.1 million for the three months ended March 31, 2001 from $1.0 million for
the three months ended April 1, 2000. The increase in Photonics net revenues was
the result of higher research and development contract expenditures in the
three-month period ended March 31, 2001.

     International sales increased by 247% to $6.9 million for the three months
ended March 31, 2001 from $2.0 million for the three months ended April 1, 2000.
The increase in international sales was due to an increase in net revenues from
disk manufacturing equipment and the shipment of one RTP system. International
sales constituted 69% of net revenues for the three months ended March 31, 2001
and 34% of net revenues for the three months April 1, 2000.

     Backlog. The Company's backlog of orders for its products was $46.0 million
at March 31, 2001 and $29.1 million at April 1, 2000. The Company includes in
backlog the value of purchase orders for its products that have scheduled
delivery dates.

     Gross margin. Cost of net revenues consists primarily of purchased
materials, fabrication, assembly, test, installation, warranty costs, scrap and
costs attributable to contract research and development. Gross margin increased
to 34.0% for the three months ended March 31, 2001 from 11.0% for the three
months ended April 1, 2000.

     Equipment gross margins increased to 45.0% for the three-month period ended
March 31, 2001 from 25.7% for the three-month period ended April 1, 2000.
Equipment margins increased primarily due to revenue being dominated by shipment
of technology upgrades and improved factory utilization. Photonics gross margins
increased to (8.1%) during the three months ended March 31, 2001 from (44.2%)
during the three months ended April 1, 2000. Photonics gross margins in the
first quarter of 2000 were unfavorably impacted by the establishment of
approximately $0.2 million of inventory reserves and by lower revenues resulting
from a research and development contract being on hold for the majority of the
period.

     Research and development. Research and development expense consists
primarily of prototype materials, salaries and related costs of employees
engaged in ongoing research, design and development activities for disk
manufacturing equipment, flat panel manufacturing equipment and research by the
Photonics Division.

                                        8
   11

Company funded research and development expense increased to $3.5 million for
the three months ended March 31, 2001 from $2.5 million for the three months
ended April 1, 2000, representing 34.9% and 41.8%, respectively, of net revenue.
This increase was the result of increased spending for development of flat panel
manufacturing equipment, partially offset by reduced spending for development of
disk manufacturing equipment.

     Research and development expenses do not include costs of $2.1 million and
$0.8 million, respectively, for the three-month periods ended March 31, 2001 and
April 1, 2000 related to contract research and development performed by the
Company's Photonics business. These expenses are included in cost of goods sold.

     Research and development expenses also do not include costs of $0.1 million
and $0.2 million, respectively, in the three-month periods ended March 31, 2001
and April 1, 2000, reimbursed under the terms of various research and
development cost sharing agreements.

     Selling, general and administrative. Selling, general and administrative
expense consists primarily of selling, marketing, customer support, financial,
travel, management, legal and professional services. Domestic sales are made by
the Company's direct sales force, whereas international sales are made by
distributors that typically provide sales, installation, warranty and ongoing
customer support. The Company also has a subsidiary in Singapore to support
customers in Southeast Asia. Through the second quarter of 2000, the Company
marketed its flat panel manufacturing equipment to the Far East through its
Japanese joint venture, IMAT. During the third quarter of 2000 the Company and
its joint venture partner, Matsubo, transferred IMAT's activities and employees
to Matsubo and shut down the operations of IMAT.

     Selling, general and administrative expense increased to $1.7 million for
the three months ended March 31, 2001 from $1.6 million for the three months
ended April 1, 2000, representing 16.7% and 26.9%, respectively, of net revenue.
The reason for the increase was a higher level of selling, general and
administrative expense in both the Equipment Business and in Photonics. This
higher level of expense was driven by an increase in selling, general and
administrative headcount to 33 employees at March 31, 2001 from 29 employees at
April 1, 2000.

     Restructuring and other expense. Restructuring expense was ($0.6) million
in the three-month period ended April 1, 2000. During the three months ended
April 1, 2000 the Company vacated approximately 47,000 square feet of its Santa
Clara Headquarters and negotiated an early lease termination for the space. As a
result the Company reversed approximately $0.6 million of previously accrued
restructuring expense relating to future rents on the vacated space.

     Interest expense. Interest expense consists primarily of interest on the
Company's convertible notes, and, to a lesser extent, interest on approximately
$1.9 million of short-term debt related to the purchase of Cathode Technology in
1996. Interest expense was $0.7 million and $0.8 million, respectively, in the
three-month periods ended March 31, 2001 and April 1, 2000. Interest expense
declined because the Cathode Technology debt was retired in January 2001.

     Interest income and other, net. Interest income and other, net consists
primarily of interest income on the Company's investments, foreign currency
hedging gains and losses, early payment discounts on the purchase of
inventories, goods and services and the Company's 49% share of the loss incurred
by IMAT. Interest income and other, net decreased to ($1.3) million for the
three months ended March 31, 2001 from $0.7 million for the three months ended
April 1, 2000 primarily as the result of establishment of a reserve related to
the Company's $2.0 million investment in commercial paper issued by Pacific Gas
and Electric Company, which recently filed for reorganization under Chapter 11
of the US Bankruptcy Code.

     Provision for (benefit from) income taxes. The Company did not accrue a tax
benefit during the three-month periods ended March 31, 2001 and April 1, 2000
due to the inability to realize additional refunds from loss carry-backs.

                                        9
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LIQUIDITY AND CAPITAL RESOURCES

     The Company's operating activities used cash of $4.4 million for the three
months ended March 31, 2001. The cash used was due primarily to increased
inventory and the net loss incurred by the Company, which were partially offset
by higher accounts payable, a reduction in accounts receivable, depreciation and
amortization.

     The Company's investing activities provided cash of $26.2 million for the
three months ended March 31, 2001 as a result of the net sale of investments,
which was partially offset by the purchase of fixed assets. During the quarter,
the Company converted the majority of its short term investments into cash or
cash equivalents.

     The Company's financing activities provided cash of $0.2 million for the
three months ended March 31, 2001 as the result of the sale of the Company's
stock to its employees through the Company's employee benefit plans.

CERTAIN FACTORS WHICH MAY AFFECT FUTURE OPERATING RESULTS

  Our products are complex, constantly evolving, and often designed and
  manufactured to individual customer requirements.

     Intevac's Equipment Division products have a large number of components and
are highly complex. Intevac may experience delays and technical and
manufacturing difficulties in future introductions or volume production of new
systems or enhancements. In addition, some of the systems built by Intevac may
be customized to meet individual customer requirements. Intevac has limited
manufacturing capacity and engineering resources and may be unable to complete
development, manufacture and shipment of its products, or to meet the required
technical specifications of its products in a timely manner. Such delays could
lead to rescheduling of orders in backlog, or in extreme situations, to
cancellation of orders. In addition, Intevac may incur substantial unanticipated
costs early in a product's life cycle, such as increased engineering,
manufacturing, installation and support costs which may not be able to be passed
on to the customer. In certain instances, Intevac is dependent upon a sole
supplier or a limited number of suppliers, or has qualified only a single or
limited number of suppliers, for certain complex components or sub-assemblies
utilized in its products. Any of these factors could adversely affect Intevac's
business.

  The Equipment Division is subject to rapid technical change.

     Intevac's ability to remain competitive requires substantial investments in
research and development. The failure to develop, manufacture and market new
systems, or to enhance existing systems, would have an adverse effect on
Intevac's business. In the past, Intevac has experienced delays from time to
time in the introduction of, and technical difficulties with, some of its
systems and enhancements. Intevac's success in developing and selling equipment
depends upon a variety of factors, including accurate prediction of future
customer requirements, technology advances, cost of ownership, introduction of
new products on schedule, cost-effective manufacturing and product performance
in the field. Intevac's new product decisions and development commitments must
anticipate continuously evolving industry requirements significantly in advance
of sales. Any failure to accurately predict customer requirements and to develop
new generations of products to meet those requirements would have an adverse
effect on Intevac's business.

  The Photonics Division does not yet generate a significant portion of its
  revenues from product sales.

     To date the activities of the Photonics Division have concentrated on the
development of its technology and prototype products that demonstrate this
technology. Revenues have been derived primarily from research and development
contracts funded by the United States Government and its contractors. The
Company plans to develop standard photonics products for sale to military and
commercial customers. The Photonics Division will require substantial further
investment in sales and marketing, in product development and in additional
production facilities to support the planned transition to volume sales of
photonics products to military and commercial customers. There can be no
assurance that the Company will succeed in these activities and generate
significant increases in sales of products based on its photonics technology.

                                        10
   13

  The sales of our equipment products are dependent on substantial capital
  investment by our customers.

     The majority of our Equipment revenues have historically come from the sale
of equipment used to manufacture thin-film disks, and to a lesser extent, from
the sale of equipment used to manufacture flat panel displays. The purchase of
Intevac's systems, along with the purchase of other related equipment and
facilities, requires extremely large capital expenditures by our customers.
These costs are far in excess of the cost of the Intevac systems. The magnitude
of such capital expenditures requires that our customers have access to large
amounts of capital and that they are willing to invest that capital over long
periods of time in order to be able to purchase our equipment. Some of our
customers, particularly those that purchase our disk manufacturing products, may
not be willing, or able, to make the magnitude of capital investment required to
purchase our products.

  The disk drive industry has been severely impacted by excess capacity since
  1997.

     Intevac derives a significant proportion of its revenues from sales of
equipment to manufacturers of computer disk drives and disk drive components.
The disk drive industry has experienced a long period of over-supply and
intensely competitive pricing. Since 1997, many of the manufacturers of hard
disk drives and their component suppliers have reported substantial losses. Some
of these manufacturers have gone out of business. Some of these manufacturers
have been acquired by their competitors. Accordingly, the number of potential
customers for Intevac's disk equipment products has been reduced. As a result of
these factors, Intevac has experienced significant reductions in its quarterly
revenues, and has incurred quarterly losses, since the third quarter of 1998.
Additionally, the financial strength of the industry has deteriorated which
subjects Intevac to increased credit risk on its accounts receivable. Intevac is
not able to accurately predict when the industry conditions that have depressed
our disk equipment sales will become more favorable.

  Demand for capital equipment is cyclical.

     Intevac's Equipment Division sells capital equipment to capital intensive
industries, which sell commodity products such as disk drives and flat panel
displays. These industries operate with high fixed costs. When demand for these
commodity products exceeds capacity, then demand for new capital equipment such
as Intevac's tends to be amplified. When supply of these commodity products
exceeds capacity, then demand for new capital equipment such as Intevac's tends
to be depressed. The cyclical nature of the capital equipment industry means
that in some years, such as 1997, sales of new systems by the Company will be
unusually high, and that in other years, such as 2000, sales of new systems by
the Company will be severely depressed. Failure to anticipate, or respond
quickly to the industry business cycle could have an adverse effect on Intevac's
business.

  Rapid increases in areal density are reducing the number of thin-film disks
  required per disk drive.

     Over the past few years the amount of data that can be stored on a single
thin-film computer disk has been growing at approximately 100% per year.
Although the number of disk drives produced has continued to increase each year,
the growth in areal density has resulted in a reduction in the number of disks
required per disk drive. The result has been that the number of thin-film disks
used worldwide has not grown significantly since 1997. Without an increase in
the number of disks required, Intevac's disk equipment sales are largely limited
to upgrades of existing capacity, rather than capacity expansion. While the
rapidly falling cost of storage per gigabyte is leading to new applications for
disk drives beyond the traditional computer market, it is not clear to what
extent the demand from these new applications will be offset by further declines
in the average number of disks required per disk drive.

  Our competitors are large and well financed and competition is intense.

     Intevac experiences intense competition in the Equipment Division. For
example, Intevac's equipment products experience competition worldwide from
competitors including, Anelva Corporation, Applied Films Corporation, Ulvac
Japan, Ltd. and Unaxis Holdings, Ltd., each of which have sold substantial
numbers of systems worldwide. Anelva, Ulvac and Unaxis all have substantially
greater financial, technical, marketing,

                                        11
   14

manufacturing and other resources than Intevac. There can be no assurance that
Intevac's competitors will not develop enhancements to, or future generations
of, competitive products that will offer superior price or performance features
or that new competitors will not enter Intevac's markets and develop such
enhanced products.

     Given the lengthy sales cycle and the significant investment required to
integrate equipment into the manufacturing process, Intevac believes that once a
manufacturer has selected a particular supplier's equipment for a specific
application, that manufacturer generally relies upon that supplier's equipment
and frequently will continue to purchase any additional equipment for that
application from the same supplier. Accordingly, competition for customers in
the equipment industry is intense, and suppliers of equipment may offer
substantial pricing concessions and incentives to attract new customers or
retain existing customers.

  Business interruptions could adversely affect our business.

     Intevac's operations are vulnerable to interruption by fire, earthquake,
power loss, telecommunications failure and other events beyond our control. The
Company's facility in California is currently subject to electrical blackouts as
a consequence of a shortage of available electrical power. In the event these
blackouts continue or increase in severity, they could disrupt the operations of
the facility. Additionally, the cost of electricity and natural gas has
increased significantly. Such cost increases and any further cost increases will
impact the Company's profitability.

  Competition is intense for employees in northern California.

     Intevac's operating results depend in significant part upon its ability to
retain and attract qualified management, engineering, marketing, manufacturing,
customer support, sales and administrative personnel. Competition in northern
California for such personnel is intense. The cost of living in northern
California is also extremely high, which further increases the cost and
difficulty of recruiting new employees. There can be no assurance that Intevac
will be successful in attracting new employees and retaining its staff. The
failure to attract and retain such personnel could have an adverse effect on
Intevac's business.

  A portion of our sales are to international customers.

     Sales and operating activities outside of the United States are subject to
certain inherent risks, including fluctuations in the value of the United States
dollar relative to foreign currencies, tariffs, quotas, taxes and other market
barriers, political and economic instability, restrictions on the export or
import of technology, potentially limited intellectual property protection,
difficulties in staffing and managing international operations and potentially
adverse tax consequences. Intevac earns a significant portion of its revenue
from international sales, and there can be no assurance that any of these
factors will not have an adverse effect on Intevac's business.

     Intevac generally quotes and sells its products in US dollars. However, for
some Japanese customers, Intevac quotes and sells its products in Japanese Yen.
Intevac, from time to time, enters into foreign currency contracts in an effort
to reduce the overall risk of currency fluctuations to Intevac's business.
However, there can be no assurance that the offer and sale of products in
foreign denominated currencies, and the related foreign currency hedging
activities will not adversely affect Intevac's business.

     Intevac's two principal competitors for disk sputtering equipment are based
in foreign countries and have cost structures based on foreign currencies.
Accordingly, currency fluctuations could cause Intevac's products to be more, or
less, competitive than its competitors' products. Currency fluctuations will
decrease, or increase, Intevac's cost structure relative to those of its
competitors, which could impact Intevac's gross margins.

  Our operating results fluctuate significantly.

     Over the last nine quarters Intevac's operating loss as a percentage of net
revenues has fluctuated from approximately (79%) to (8%) of net revenues. Over
the same period sales per quarter have fluctuated between $13.8 million and $5.9
million. Intevac anticipates that its sales and operating margins will continue
to

                                        12
   15

fluctuate. As a result, period-to-period comparisons of its results of
operations are not necessarily meaningful and should not be relied upon as
indications of future performance.

  Intevac's stock price is volatile.

     Intevac's stock price has experienced both significant increases in
valuation, and significant decreases in valuation, over short periods of time.
Intevac believes that factors such as announcements of developments related to
Intevac's business, fluctuations in Intevac's operating results, failure to meet
securities analysts' expectations, general conditions in the disk drive and
thin-film media manufacturing industries and the worldwide economy,
announcements of technological innovations, new systems or product enhancements
by Intevac or its competitors, fluctuations in the level of cooperative
development funding, acquisitions, changes in governmental regulations,
developments in patents or other intellectual property rights and changes in
Intevac's relationships with customers and suppliers could cause the price of
Intevac's Common Stock to continue to fluctuate substantially. In addition, in
recent years the stock market in general, and the market for small
capitalization and high technology stocks in particular, has experienced extreme
price fluctuations which have often been unrelated to the operating performance
of affected companies. Any of these factors could adversely affect the market
price of Intevac's Common Stock.

  Intevac routinely evaluates acquisition candidates and other diversification
strategies.

     Intevac has completed multiple acquisitions as part of its efforts to grow
and diversify its business. For example, Intevac's business was initially
acquired from Varian Associates in 1991. Additionally, Intevac acquired its
current gravity lubrication, CSS test equipment and rapid thermal processing
product lines in three separate acquisitions. Intevac also acquired its RPC
electron beam processing business in late 1997, and after two years initiated
plans to close this business. Intevac intends to continue to evaluate new
acquisition candidates and diversification strategies. Any acquisition will
involve numerous risks, including difficulties in the assimilation of the
acquired company's employees, operations and products, uncertainties associated
with operating in new markets and working with new customers, and the potential
loss of the acquired company's key employees. Additionally, unanticipated
expenses may be incurred relating to the integration of technologies, research
and development, and administrative functions. Any future acquisitions may
result in potentially dilutive issuance of equity securities, acquisition
related write-offs and the assumption of debt and contingent liabilities. Any of
the above factors could adversely affect Intevac's business.

  Thin-film disks could be replaced by a new technology.

     Intevac believes that thin-film disks will continue to be the dominant
medium for data storage for the foreseeable future. However, it is possible that
competing technologies may at some time reduce the demand for thin-film disks,
which would adversely affect Intevac's disk equipment business.

  Intevac's business is dependent on its intellectual property.

     There can be no assurance that:

     - any of Intevac's patent applications will be allowed or that any of the
       allowed applications will be issued as patents, or

     - any patent owned by Intevac will not be invalidated, deemed
       unenforceable, circumvented or challenged, or

     - the rights granted under our patents will provide competitive advantages
       to Intevac, or

     - any of Intevac's pending or future patent applications will be issued
       with claims of the scope sought by Intevac, if at all, or

     - others will not develop similar products, duplicate Intevac's products or
       design around the patents owned by Intevac, or

                                        13
   16

     - foreign patent rights, intellectual property laws or Intevac's agreements
       will protect Intevac's intellectual property rights.

     Failure to protect Intevac's intellectual property rights could have an
adverse effect upon Intevac's business.

     From time to time Intevac has received claims that it is infringing third
parties' intellectual property rights. There can be no assurance that third
parties will not in the future claim infringement by Intevac with respect to
current or future patents, trademarks, or other proprietary rights relating to
Intevac's disk sputtering systems, flat panel manufacturing equipment or other
products. Any present or future claims, with or without merit, could be
time-consuming, result in costly litigation, cause product shipment delays or
require Intevac to enter into royalty or licensing agreements. Such royalty or
licensing agreements, if required, may not be available on terms acceptable to
Intevac, or at all. Any of the foregoing could have an adverse effect upon
Intevac's business.

  $41 Million of convertible notes are outstanding and will mature in 2004.

     In connection with the sale of $57.5 million of its 6 1/2% Convertible
Subordinated Notes Due 2004 (the "Convertible Notes") in February 1997, Intevac
incurred a substantial increase in the ratio of long-term debt to total
capitalization (shareholders' equity plus long-term debt). During 1999 Intevac
spent $9.7 million in cash to repurchase $16.3 million of the Convertible Notes.
The $41.2 million of the Convertible Notes that remain outstanding as of March
31, 2001 commit Intevac to substantial principal and interest obligations. The
degree to which Intevac is leveraged could have an adverse effect on Intevac's
ability to obtain additional financing for working capital, acquisitions or
other purposes and could make it more vulnerable to industry downturns and
competitive pressures. Intevac's ability to meet its debt service obligations
will be dependent on Intevac's future performance, which will be subject to
financial, business and other factors affecting the operations of Intevac, many
of which are beyond its control.

  Intevac uses hazardous materials.

     Intevac is subject to a variety of governmental regulations relating to the
use, storage, discharge, handling, emission, generation, manufacture, treatment
and disposal of toxic or other hazardous substances, chemicals, materials or
waste. Any failure to comply with current or future regulations could result in
substantial civil penalties or criminal fines being imposed on Intevac or its
officers, directors or employees, suspension of production, alteration of its
manufacturing process or cessation of operations. Such regulations could require
Intevac to acquire expensive remediation or abatement equipment or to incur
substantial expenses to comply with environmental regulations. Any failure by
Intevac to properly manage the use, disposal or storage of, or adequately
restrict the release of, hazardous or toxic substances could subject Intevac to
significant liabilities.

  A majority of the Common Stock outstanding is controlled by the directors and
executive officers of Intevac.

     Based on the shares outstanding on March 31, 2001, the present directors
and their affiliates and executive officers, in the aggregate, beneficially own
a majority of the outstanding shares of Common Stock. As a result, these
shareholders, acting together, are able to effectively control all matters
requiring approval by the shareholders of Intevac, including the election of a
majority of the directors and approval of significant corporate transactions.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Interest rate risk. The Company's exposure to market risk for changes in
interest rates relates primarily to the Company's investment portfolio. The
Company does not use derivative financial instruments in its investment
portfolio. The Company places its investments with high quality credit issuers
and, by policy, limits the amount of credit exposure to any one issuer.
Short-term investments typically consist of investments in commercial paper and
market auction rate bonds.

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     The table below presents principal amounts and related weighted-average
interest rates by year of maturity for the Company's investment portfolio and
debt obligations.



                                                                                                     FAIR
                                  2001      2002    2003     2004      2005    BEYOND     TOTAL      VALUE
                                 -------    ----    ----    -------    ----    ------    -------    -------
                                                               (IN THOUSANDS)
                                                                            
Cash equivalents
  Variable rate................  $23,884      --      --         --     --        --     $23,884    $23,884
  Average rate.................     5.18%     --      --         --     --        --
Short-term investments
  Variable rate................  $ 4,973      --      --         --     --        --     $ 4,973    $ 4,973
  Average rate.................     6.48%     --      --         --     --        --
Total investments
  Securities...................  $28,857      --      --         --     --        --     $28,857    $28,857
  Average rate.................     5.40%     --      --         --     --        --
Long-term debt
  Fixed rate...................       --      --      --    $41,245     --        --     $41,245    $21,551
  Average rate.................     6.50%   6.50%   6.50%      6.50%    --        --


     Foreign exchange risk. From time to time, the Company enters into foreign
currency forward exchange contracts to economically hedge certain of its
anticipated foreign currency transaction, translation and re-measurement
exposures. The objective of these contracts is to minimize the impact of foreign
currency exchange rate movements on the Company's operating results. At March
31, 2001, the Company did not have foreign currency forward exchange contracts.

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                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     On June 12, 1996 two Australian Army Black Hawk Helicopters collided in
midair during nighttime maneuvers. Eighteen Australian servicemen perished and
twelve were injured. The Company was named as a defendant in a lawsuit related
to this crash. The lawsuit was filed in Stamford, Connecticut Superior Court on
June 10, 1999 by Mark Durkin, the administrator of the estates of the deceased
crewmembers, the injured crewmembers and the spouses of the deceased and/or
injured crewmembers. Included in the suit's allegations are assertions that the
crash was caused by defective night vision goggles. The suit names three US
manufacturers of military night vision goggles, of which Intevac was one. The
suit also names the manufacturer of the pilot's helmets, two manufacturers of
night vision system test equipment and the manufacturer of the helicopter. The
suit claims damages for 13 personnel killed in the crash, 5 personnel injured in
the crash and spouses of those killed or injured.

     It is known that the Australian Army established a Board of Inquiry to
investigate the accident and that the Board of Inquiry concluded that the
accident was not caused by defective night vision goggles. Preliminary
investigations lead the Company to believe that it has meritorious defenses
against the Durkin suit. However, there can be no assurance that the resolution
of the suit will not have a material adverse effect on the Company's business,
operating results and financial condition.

     On January 5, 2000, the Company's RPC Technologies, Inc. subsidiary was
named as a defendant in a lawsuit filed in United States District Court in
Texas. The lawsuit was filed by Reita Miller, Executrix of the estate of Thomas
O. Miller, and family members of Mrs. Miller. The suit names RPC Technologies,
Inc. and RPC Industries, Inc. as defendants. Included in the suits allegations
are assertions that Thomas O. Miller contracted leukemia and died as the result
of working in and around Broad Beam accelerators manufactured by RPC Industries,
Inc. and installed at Mr. Miller's employer, Tetra Pak. The suit was settled in
early 2001 by the Company's insurers without cost to the Company.

ITEM 2. CHANGES IN SECURITIES

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

     None.

ITEM 5. OTHER INFORMATION

     None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) The following exhibits are filed herewith:

        None.

     (b) Reports on Form 8-K:

        None.

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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.

                                          INTEVAC, INC.

Date: April 27, 2001                      By:         /s/ AJIT RODE
                                            ------------------------------------
                                            Ajit Rode
                                            Chief Executive Officer
                                            (Principal Executive Officer)

Date: April 27, 2001                      By:    /s/ CHARLES B. EDDY III
                                            ------------------------------------
                                            Charles B. Eddy III
                                            Vice President, Finance and
                                              Administration,
                                            Chief Financial Officer, Treasurer
                                              and Secretary
                                            (Principal Financial and Accounting
                                              Officer)

                                        17