EXHIBIT 4.2

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                              OF TEGAL CORPORATION


It is hereby certified that:

1. The name of the Corporation  (hereinafter  called the "Corporation") is Tegal
Corporation.

2. The Certificate of  Incorporation is hereby amended by striking out the first
sentence of Article FOURTH thereof and by  substituting in lieu of said sentence
the following new sentence:

                  "FOURTH:  The total number of shares of all classes of capital
                  stock which the  Corporation  shall have authority to issue is
                  One Hundred  Five  Million  shares,  comprised  of One Hundred
                  Million (100,000,000) shares of Common Stock, with a par value
                  of  One  Cent  (U.S.   $0.01)  per  share,  and  Five  Million
                  (5,000,000) shares of Preferred Stock, with a par value of One
                  Cent (U.S. $0.01) per share.

3. The  amendment of the  Certificate  of  Incorporation  herein  certified  was
submitted to the  stockholders  of the  Corporation and was duly approved by the
required  vote  of  stockholders  of the  Corporation  in  accordance  with  the
provisions of Sections 222 and 242 of the General  Corporation  Law of the State
of Delaware.  The total number of outstanding shares entitled to vote or consent
to this  Amendment  was  16,099,949  shares of Common  Stock.  A majority of the
outstanding shares of Common Stock,  voting together as a single class, voted in
favor of this Certificate of Amendment.  The vote required was a majority of the
outstanding shares of Common Stock, voting together as a single class.

     IN WITNESS  WHEREOF,  Tegal  Corporation  has caused  this  Certificate  of
Amendment to be signed by its Chief Executive Officer as of September 9, 2003.

                                        /s/ Michael L. Parodi
                                        ------------------------------------
                                        Michael L. Parodi
                                        President and Chief Executive Officer