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+Proc-Type: 2001,MIC-CLEAR
+Originator-Name: webmaster@www.sec.gov
+Originator-Key-Asymmetric:
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+MIC-Info: RSA-MD5,RSA,
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+ OrMjn1FOK3hkityfBT65oA==
+
+<SEC-DOCUMENT>0000912057-01-003103.txt : 20010130
+<SEC-HEADER>0000912057-01-003103.hdr.sgml : 20010130
+ACCESSION NUMBER:		0000912057-01-003103
+CONFORMED SUBMISSION TYPE:	10-K/A
+PUBLIC DOCUMENT COUNT:		1
+CONFORMED PERIOD OF REPORT:	20000930
+FILED AS OF DATE:		20010129
+
+FILER:
+
+	COMPANY DATA:	
+		COMPANY CONFORMED NAME:			COHERENT INC
+		CENTRAL INDEX KEY:			0000021510
+		STANDARD INDUSTRIAL CLASSIFICATION:	LABORATORY ANALYTICAL INSTRUMENTS [3826]
+		IRS NUMBER:				941622541
+		STATE OF INCORPORATION:			DE
+		FISCAL YEAR END:			0930
+
+	FILING VALUES:
+		FORM TYPE:		10-K/A
+		SEC ACT:		
+		SEC FILE NUMBER:	000-05255
+		FILM NUMBER:		1517085
+
+	BUSINESS ADDRESS:	
+		STREET 1:		5100 PATRICK HENRY DR
+		CITY:			SANTA CLARA
+		STATE:			CA
+		ZIP:			95054
+		BUSINESS PHONE:		4087644000
+
+	MAIL ADDRESS:	
+		STREET 1:		5100 PATRICK HENRY DRIVE
+		STREET 2:		MAIL STOP P38
+		CITY:			SANTA CLARA
+		STATE:			CA
+		ZIP:			95054
+
+	FORMER COMPANY:	
+		FORMER CONFORMED NAME:	COHERENT RADIATION
+		DATE OF NAME CHANGE:	19770604
+</SEC-HEADER>
+<DOCUMENT>
+<TYPE>10-K/A
+<SEQUENCE>1
+<FILENAME>a2036373z10-ka.txt
+<DESCRIPTION>FORM 10-K/A
+<TEXT>
+
+<PAGE>
+
+
+
+                                  UNITED STATES
+                       SECURITIES AND EXCHANGE COMMISSION
+                             WASHINGTON, D.C. 20549
+
+                                   FORM 10-K/A
+
+                                 AMENDMENT NO. 1
+
+(Mark One)
+
+     X    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
+    ---   EXCHANGE ACT OF 1934
+
+          FOR THE FISCAL YEAR ENDED: SEPTEMBER 30, 2000
+
+                                       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: 0-5255
+                                 COHERENT, INC.
+             (Exact name of registrant as specified in its charter)
+
+           DELAWARE                                           94-1622541
+ (State or other jurisdiction of                          (I.R.S. Employer
+ incorporation or organization)                           Identification No.)
+
+             5100 PATRICK HENRY DRIVE, SANTA CLARA, CALIFORNIA 95054
+          (Address of principal executive offices, including zip code)
+                                 (408) 764-4000
+              (Registrant's telephone number, including area code)
+        Securities registered pursuant to Section 12(b) of the Act: NONE
+           Securities registered pursuant to Section 12(g) of the Act:
+
+                     COMMON STOCK, $.01 PAR VALUE PER SHARE
+                          COMMON STOCK PURCHASE RIGHTS
+                                (Title of Class)
+
+     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___
+                                          ---
+
+     Indicate by check mark if disclosure of delinquent filers pursuant to Item
+405 of Regulation S-K is not contained herein, and will not be contained, to the
+best of Registrant's knowledge, in definitive proxy or information statements
+incorporated by reference in Part III of this Form 10-K or any amendment to this
+Form 10-K.  X
+           ---
+
+     As of January 9, 2001, 24,336,512 shares of Common Stock were outstanding.
+The aggregate market value of the voting shares (based upon the closing price
+reported by the Nasdaq National Market on January 9, 2001) of Coherent, Inc.,
+held by nonaffiliates was $661,986,260.50. For purposes of this disclosure,
+shares of Common Stock held by persons who own 5% or more of the outstanding
+Common Stock and shares of Common Stock held by each officer and director have
+been excluded in that such persons may be deemed to be "affiliates" as that term
+is defined under the Rules and Regulations of the Act. This determination of
+affiliate status is not necessarily conclusive.
+
+
+                       DOCUMENTS INCORPORATED BY REFERENCE
+
+     None.
+
+
+
+<PAGE>
+
+
+
+                                EXPLANATORY NOTE
+
+     This Annual Report on Form 10-K/A ("Form 10-K/A") is being filed as
+Amendment No. 1 to the Registrant's Annual Report on Form 10-K for the fiscal
+year ended September 30, 2000. This Form 10-K/A is filed with the Securities and
+Exchange Commission (the "Commission") solely for the purpose of revising and
+restating the following items in their entirety.
+
+
+
+
+<PAGE>
+
+
+
+
+                                    PART III
+
+
+ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
+         -----------------------------------------------
+
+DIRECTORS
+
+     The names of the directors of the Company and certain information about
+them are set forth below.
+
+<TABLE>
+<CAPTION>
+
+                                                 DIRECTOR
+ NAME OF DIRECTOR                         AGE      SINCE                        PRINCIPAL OCCUPATION
+ ----------------                         ---      -----                        --------------------
+<S>                                       <C>     <C>      <C>
+ Bernard J. Couillaud, PhD (3).......      56      1996     President and Chief Executive Officer of the Company
+ Henry E. Gauthier (1) (2) (3).......      60      1983     Chairman of the Board of Directors of the Company
+ Charles W. Cantoni (2)(3)...........      65      1983     Founder, Cantoni Consulting
+ Frank P. Carrubba (2)(3)............      63      1989     Retired Chief Technical Officer, Phillips Electronics N.V.
+ John H. Hart (1)(2)(3)..............      54      2000     Sr. Vice President and Chief Technical Officer, 3Com
+                                                               Corporation
+ Thomas Sloan Nelsen, MD (2).........      74      1983     Retired Professor of Surgery, Stanford University School of
+                                                               Medicine
+ Jerry E. Robertson (1)(2)...........      68      1994     Retired Executive Vice President, Life Sciences Sector and
+                                                               Corporate Services Division, 3M
+</TABLE>
+
+- ---------------------------
+(1)  Member of the Compensation Committee.
+(2)  Member of the Audit Committee.
+(3)  Member of the Nominating Committee
+
+     There are no family relationships between any director or executive officer
+of the Company.
+
+     Dr. Couillaud has served as our President and Chief Executive Officer as
+well as a member of our Board of Directors since July 1996. Dr. Couillaud served
+as Vice President and General Manager of the Coherent Laser Group from March
+1992 to July 1996. From July 1990 to March 1992, Dr. Couillaud served as Manager
+of our Advanced Systems Business Unit, and from September 1987 to July 1990 he
+served as Director of Research and Development for the Coherent Laser Group.
+From November 1983, when he joined us, to September 1987, Dr. Couillaud held
+various managerial positions with us. Dr. Couillaud was Professor of Physics at
+Stanford University from January 1979 to November 1983. Dr. Couillaud received
+his PhD in Chemistry from Bordeaux University, Bordeaux, France.
+
+     Mr. Gauthier has served on our Board of Directors since 1983 and as our
+Chairman of the Board since 1997. From August 1988 until his retirement in June
+1996, Mr. Gauthier served as our President and Chief Operating Officer. He
+served as President and Chief Executive Officer of Coherent, Inc. from March
+1983 through July 1988 and as President of Coherent General, Inc. from June 1986
+through January 1987. Mr. Gauthier served as General Manager of the Coherent
+Medical Group from May 1987 through July 1988.
+
+     Mr. Cantoni has served on our Board of Directors since 1983. Since June
+1998, Mr. Cantoni has been providing management and medical consulting services
+through Cantoni Consulting, of which Mr. Cantoni is the founder. From October
+1994 to June 1998, Mr. Cantoni served as Vice President of Quinton Instruments,
+Inc., a manufacturer of medical instrumentation products.
+
+
+                                      -1-
+
+
+<PAGE>
+
+
+     Mr. Carrubba has served on our Board of Directors since 1989. From
+September 1991 to April 1997, Mr. Carrubba served as Executive Vice President
+and Chief Technical Officer of Phillips Electronics, N.V., a large consumer
+electronics company. Mr. Carrubba is currently retired. Mr. Carrubba serves as a
+member of the Board of Directors of Exar Corporation, a manufacturer of
+mixed-signal integrated circuits for the communications and video and imaging
+markets.
+
+     Mr. Hart has served on our Board of Directors since March 2000. Since
+September 1990, Mr. Hart served as a Senior Vice President and Chief Technical
+Officer of 3Com Corporation, a manufacturer of data network systems.
+
+     Dr. Nelsen has served on our Board of Directors since 1983. Dr. Nelsen
+retired as a Professor of Surgery at Stanford University School of Medicine in
+1988.
+
+     Mr. Robertson has served on our Board of Directors since 1994. From 1986 to
+1994, Mr. Robertson served as Executive Vice President of the Life Sciences
+Sector and Corporate Services Division of 3M, a large diversified company whose
+businesses include selling health care products. Mr. Robertson serves as a
+member of the Board of Directors of Cardinal Health, Inc., Steris Corporation
+and Choice Hotels International. Mr. Robertson is currently retired.
+
+OFFICERS
+
+     The names, ages and offices of all of the executive officers of the Company
+are set forth below. See the previous page for additional information about Dr.
+Couillaud.
+
+<TABLE>
+<CAPTION>
+
+
+NAME OF OFFICER                                    AGE                              OFFICE HELD
+- ---------------                                    ---                              -----------
+<S>                                               <C>   <C>
+Bernard J. Couillaud, PhD....................      56    President and Chief Executive Officer
+Robert J. Quillinan..........................      53    Executive Vice President and Chief Financial Officer
+John R. Ambroseo, PhD........................      39    Executive Vice President, President and General Manager,
+                                                            Coherent Photonics Group
+Vittorio Fossati-Bellani, PhD................      53    Executive Vice President, President and General Manager,
+                                                            Coherent Telecom-Actives Group
+James L. Taylor..............................      51    Executive Vice President, President and General Manager,
+                                                            Coherent Medical Group
+Kevin McCarthy  .............................      44    Executive Vice President and Chief Information Officer
+Ronald A. Victor  ...........................      56    Executive Vice President, Human Resources
+Scott H. Miller  ............................      46    Senior Vice President and General Counsel
+</TABLE>
+
+     There are no family relationships between any executive officer or director
+of the Company.
+
+     Mr. Quillinan has served as Executive Vice President and Chief Financial
+Officer since July 1984. He served as Vice President and Treasurer from March
+1982 to July 1984 and as Corporate Controller from April 1980 to March 1982. Mr.
+Quillinan received his MS degree in Accounting from Clarkson University and is a
+CPA.
+
+     Dr. Ambroseo has served as Executive Vice President, President and General
+Manager of the Coherent Photonics Group since September 2000. From July 1997 to
+September 2000, Dr. Ambroseo served as Executive Vice President, President and
+General Manager of the Coherent Laser Group. From March 1997 to September 1997,
+Dr. Ambroseo served as Coherent's Scientific Business Unit Manager. From August
+1988, when Dr. Ambroseo joined Coherent, until March 1997, he served as a Sales
+Engineer, Product Marketing Manager, National Sales Manager and Director of
+European Operations. Dr. Ambroseo received his PhD in Chemistry from the
+University of Pennsylvania.
+
+
+                                      -2-
+
+
+<PAGE>
+
+
+     Dr. Fossati-Bellani has served as Executive Vice President, President and
+General Manager of the Coherent Telecom-Actives Group since September 2000. From
+September 1997 to September 2000, Dr. Fossati-Bellani served as Executive Vice
+President, President and General Manager of the Coherent Semiconductor Group.
+From May 1992 to September 1997, Dr. Fossati-Bellani served as Coherent's Diode
+Laser Business Unit Manager. From December 1979, when he joined Coherent's
+Italian office, to May 1992, Dr. Fossati-Bellani served in the capacity of
+Scientific Sales Engineer, Product Manager, Director of Marketing, Direct of
+Business Development, Scientific Business Unit Manager and Diode Laser Business
+Unit Manager for the Coherent Laser Group. Dr. Fossati-Bellani received his PhD
+degree in Physics from the University of Milano, Italy.
+
+     Mr. Taylor has served as served as Executive Vice President, President and
+General Manager of the Coherent Medical Group since February 17, 1999. From
+April 1997 to February 1999, Mr. Taylor served as President and Chief Executive
+Officer of Andros, Inc., an analytical instruments company headquarter in
+Berkeley, California. From January 1995 through April 1997, Mr. Taylor served as
+President of the Medical Systems Division of Ohmeda Medical, Inc., a
+manufacturer of anesthesia delivery and monitoring systems, and from April 1993
+to December 1994 as Vice President, Marketing of the Medical Systems Division of
+Ohmeda. Mr. Taylor received a BS degree from US Naval Academy in 1970, a MS
+degree from John Hopkins University in 1982 and attended the Stanford Executive
+Institute.
+
+     Mr. McCarthy has served as Executive Vice President and Chief Information
+Officer since May 5, 2000. From August 1999 to May 2000, he was Chief
+Information Officer for Unisphere Solutions, Inc., a subsidiary of Siemens AG, a
+large diversified industrial company. From September 1993 to July 1999, Mr.
+McCarthy was Vice President Information Technology for General Instrument, Inc.
+a company that develops and sells interactive video, voice and data products.
+Mr. McCarthy received a BSEE degree from Lafayette College in 1978 and an MBA
+degree from Wharton School in 1991.
+
+     Mr. Victor has served as Executive Vice President of Human Resources since
+May 2000. From August 1999 to May 2000, Mr. Victor was Corporate Vice President
+of Human Resources. Mr. Victor was Vice President of Human Resources for the
+Coherent Medical Group from September 1997 to August 1999. Between November 1996
+and September 1997, he was Vice President Human Resources for Netsource
+Communication, Inc., an internet advertisement and communication company. From
+November 1995 to November 1996, Mr. Victor served as Vice President of Human
+Resources for Micronics Computers, Inc., a manufacturer of computer components.
+Between January 1982 and September 1995 he was Vice President of Human Resources
+of Syntex, a pharmaceutical company. Mr. Victor received a BA degree from
+American International College and a MA degree from Springfield College.
+
+     Mr. Miller has served as General Counsel to the Company since October 1988
+and as Senior Vice President since March 1994. Mr. Miller received a BA degree
+in Economics from UCLA and a JD from Stanford Law School.
+
+
+SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
+
+     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
+officers and directors, and persons who own more than ten percent of a
+registered class of the Company's equity securities to file reports of ownership
+and changes in ownership with the Securities and Exchange Commission (the "SEC")
+and the National Association of Securities Dealers. Such officers, directors and
+ten-percent stockholders are also required by SEC rules to furnish the Company
+with copies of all forms that they file pursuant to Section 16(a). Based solely
+on its review of the copies of such forms received by the Company, or on written
+representations from certain reporting persons that no other reports were
+required for such persons, the Company believes that, during fiscal 2000, its
+officers, directors and ten-percent stockholders complied with all applicable
+Section 16(a) filing requirements.
+
+
+                                      -3-
+
+
+<PAGE>
+
+
+
+
+ITEM 11. EXECUTIVE COMPENSATION
+
+
+SUMMARY COMPENSATION
+
+     The following table shows, as to the Chief Executive Officer and each of
+the other four most highly compensated executive officers whose salary plus
+bonus exceeded $100,000, information concerning compensation awarded to, earned
+by or paid for services to the Company in all capacities during the last three
+fiscal years (to the extent that such person was the Chief Executive Officer
+and/or executive officer, as the case may be, during any part of such fiscal
+year):
+
+<TABLE>
+<CAPTION>
+
+                           SUMMARY COMPENSATION TABLE
+                                                                                             LONG-TERM
+                                                                                           COMPENSATION
+                                                              ANNUAL COMPENSATION             AWARDS
+                                                              -------------------           -----------
+                                                                                            SECURITIES         ALL OTHER
+                                                 FISCAL                                     UNDERLYING        COMPENSATION
+  NAME                                           YEAR        SALARY($)    BONUS($)           OPTIONS(#)             ($)
+  ----                                           ------      --------     -------            -----------       ------------
+<S>                                               <C>       <C>           <C>               <C>              <C>
+Bernard J. Couillaud, PhD.....................     2000      $422,503      $519,459          110,000          $30,064(1)
+President and Chief Executive Officer              1999       363,467       302,571           60,000           27,530
+                                                   1998       337,492       147,578          138,000           23,393
+
+Robert J. Quillinan...........................     2000      $243,279      $202,731           36,000           15,290(2)
+Executive Vice President and                       1999       222,665       130,662           22,000           15,067
+Chief Financial Officer                            1998       220,201        65,138           34,000           14,723
+
+John Ambroseo, PhD............................     2000       267,887       350,074           58,000           12,461(3)
+Executive Vice President and                       1999       240,292(4)    267,814           30,000           13,714
+President and General Manager Coherent             1998       206,898(5)    108,668           36,000            8,672
+Photonics Group
+
+Vittorio Fossati-Bellani, PhD.................     2000      $223,275      $217,498           41,000           13,455(6)
+Executive Vice President and                       1999       189,566       153,813           18,000           11,998
+President and General Manager Coherent             1998       178,288        46,669           24,000           11,207
+Telecom-Actives Group
+
+James L. Taylor...............................     2000      $272,280      $198,629           21,000            9,317(7)
+Executive Vice President and                       1999       152,894        97,275           80,000            1,234
+President and General Manager Coherent Medical     1998            --            --               --               --
+Group
+</TABLE>
+
+- ---------------------------
+(1)  Includes $22,192 contributed by the Company under defined contribution
+     plans and $7,872 in life insurance benefits.
+
+(2)  Includes $14,047 contributed by the Company under defined contribution
+     plans and $1,243 in life insurance benefits.
+
+(3)  Includes $11,523 contributed by the Company under defined contribution
+     plans and $938 in life insurance benefits.
+
+(4)  Includes $10,779 related to European assignment.
+
+(5)  Includes $19,282 related to European assignment.
+
+(6)  Includes $12,131 contributed by the Company under defined contribution
+     plans and $1,324 in life insurance benefits.
+
+(7)  Includes $7,964 contributed by the Company under defined contribution plans
+     and $1,353 in life insurance benefits.
+
+
+                                      -4-
+
+
+<PAGE>
+
+
+STOCK OPTION GRANTS AND EXERCISES
+
+     The following table shows, as to the individuals named in the Summary
+Compensation Table above, information concerning stock options granted during
+the fiscal year ended September 30, 2000.
+
+
+<TABLE>
+<CAPTION>
+
+                        OPTION GRANTS IN LAST FISCAL YEAR
+
+
+                                                       INDIVIDUAL GRANTS
+                                       ----------------------------------------------------
+                                                      % OF TOTAL                                POTENTIAL REALIZABLE VALUE
+                                       NUMBER OF        OPTIONS                                     AT ASSUMED ANNUAL
+                                      SECURITIES      GRANTED TO                                   RATES OF STOCK PRICE
+                                      UNDERLYING       EMPLOYEES                                     APPRECIATION FOR
+                                        OPTIONS        IN FISCAL     EXERCISE                        OPTION TERM(4)
+                                                                     PRICE PER      EXPIRATIONS  --------------------------
+                                      GRANTED(#)(1)(2)  YEAR(3)     SHARE ($/SH)      DATE           5%($)         10% ($)
+NAME                                  ----------------  -------     ------------     ---------   -----------    -----------
+- ----
+<S>                                   <C>                 <C>        <C>             <C>         <C>           <C>
+Bernard J. Couillaud, PhD....            4,010              .30       $49.875         2/1/06         $68,019       $154,311
+                                       105,990             7.93       $49.875         2/1/06      $1,797,831     $4,078,665
+Robert J. Quillinan..........            4,010              .30       $49.875         2/1/06         $68,019       $154,311
+                                        31,990             2.39       $49.875         2/1/06        $542,623     $1,231,027
+John Ambroseo, PhD..............         4,010              .30       $49.875         2/1/06         $68,019       $154,311
+                                        53,990             4.04       $49.875         2/1/06        $915,793     $2,077,622
+Vittorio Fossati-Bellani, PhD            4,010              .30       $49.875         2/1/06         $68,019       $154,311
+                                        36,990             2.77       $49.875         2/1/06        $627,434     $1,423,435
+James L. Taylor..............            2,005              .15       $49.875         2/1/06         $34,009        $77,156
+                                        18,995             1.42       $49.875         2/1/06        $322,198       $730,958
+</TABLE>
+- ---------------------------
+(1)  The Company's 1987 Stock Option Plan and 1995 Stock Plan (collectively the
+     "Option Plans") provide for the grant of options and stock purchase rights
+     to officers, employees and consultants of the Company. Options granted
+     under the Option Plans may be either "nonstatutory options" or "incentive
+     stock options." The exercise price is determined by the Board of Directors
+     or its Compensation Committee and, in the case of incentive stock options,
+     may not be less than 100% of the fair market value of the Common Stock on
+     the date of grant (110% in the case of grants to 10% shareholders). The
+     options expire not more than six years from the date of grant and may be
+     exercised only while the optionee is employed by the Company or within such
+     period of time after termination of employment as is determined by the
+     Board or its Compensation Committee at the time of grant. The Board of
+     Directors may determine when options granted may be exercisable.
+(2)  The first entry for each individual sets forth the number of options
+     awarded that are intended to qualify as "incentive stock options" within
+     the meaning of Section 422 of the Internal Revenue Code of 1986. The second
+     entry for each individual sets forth the number of options that are
+     nonstatutory stock options.
+(3)  The Company granted options to purchase an aggregate of 967,850, to all
+     employees other than executive officers and granted options to purchase an
+     aggregate of 324,000 shares to all executive officers as a group (8
+     persons), during fiscal 2000.
+(4)  This column sets forth hypothetical gains or "option spreads" for the
+     options at the end of their respective ten-year terms, as calculated in
+     accordance with the rules of the Securities and Exchange Commission. Each
+     gain is based on an arbitrarily assumed annualized rate of compound
+     appreciation of the market price at the date of grant of 5% and 10% from
+     the date the option was granted to the end of the option term. The 5% and
+     10% rates of appreciation are specified by the rules of the Securities and
+     Exchange Commission and do not represent the Company's estimate or
+     projection of future Common Stock prices. The Company does not necessarily
+     agree that this method properly values an option. Actual gains, if any, on
+     option exercises are dependent on the future performance of the Company's
+     Common Stock and overall market conditions.
+
+
+                                      -5-
+
+
+<PAGE>
+
+
+     The following table shows, as to the individuals named in the Summary
+Compensation Table above, information concerning stock options exercised during
+the fiscal year ended September 30, 2000 and the value of unexercised options at
+such date.
+
+
+<TABLE>
+<CAPTION>
+
+                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
+                        AND FISCAL YEAR-END OPTION VALUES
+
+                                                                    NUMBER OF SECURITIES
+                                                                   UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED
+                                     SHARES          VALUE            OPTIONS/SARS AT           IN-THE-MONEY OPTIONS AT
+                                   ACQUIRED ON     REALIZED      SEPTEMBER 30, 2000 (#)(2)     SEPTEMBER 30, 2000 ($)(3)
+                                   EXERCISE(#)      ($)(1)     -----------------------------  ----------------------------
+NAME                               -----------     --------     EXERCISABLE   UNEXERCISABLE   EXERCISABLE    UNEXERCISABLE
+- ----                                                           ------------   --------------  -----------   --------------
+<S>                                  <C>           <C>            <C>            <C>          <C>            <C>
+Bernard J. Couillaud, PhD.....        12,000        $768,000       144,000        230,000      $7,718,625     $8,665,000
+
+Robert J. Quillinan...........        12,256        $982,723        30,838         78,000      $1,666,121     $2,980,500
+
+John Ambroseo, PhD............        29,770      $1,104,100        17,230        102,000        $925,125     $3,469,625
+
+Vittorio Fossati-Bellani, PhD.        25,886        $963,025         2,614         73,000        $114,363     $2,508,250
+
+James L. Taylor...............         8,000        $467,900        12,000         81,000        $630,000     $3,530,625
+</TABLE>
+- ---------------------------
+(1)  The value realized is calculated based on the closing price of the
+     Company's Common Stock as reported by the Nasdaq National Market on the
+     date of exercise minus the exercise price of the option, and does not
+     necessarily indicate that the optionee sold such stock.
+
+(2)  The Company has not granted any stock appreciation rights and its stock
+     plans do not provide for the granting of such rights.
+
+(3)  The market value of underlying securities is based on the difference
+     between the closing price of the Company's Common Stock on September 30,
+     2000 of $68.00 (as reported by Nasdaq National Market) and the exercise
+     price.
+
+DIRECTOR COMPENSATION
+
+     In fiscal year 2000, members of the Board of Directors who were not
+employees of the Company received $16,000 plus $1,500 per board meeting attended
+plus $750 per committee meeting attended and were reimbursed for their expenses
+incurred in attending such meetings.
+
+     The Company's 1990 Directors' Stock Option Plan (the "Directors' Option
+Plan") was adopted by the Board of Directors on December 8, 1989 and was
+approved by the stockholders on March 29, 1990. The Directors' Option Plan was
+amended by the Board of Directors on January 25, 1996, and the amendment was
+approved by the stockholders on March 20, 1996. The Directors' Option Plan
+terminated on December 8, 1999 and no further options will be granted under this
+plan. The Directors' Option Plan provided for the automatic and
+non-discretionary grant of a non-statutory stock options to purchase 20,000
+shares of the Company's Common Stock to each non-employee director on the later
+of the effective date of the Directors' Option Plan or the date on which such
+person became a director. Thereafter, during the term of the Directors' Option
+Plan, each non-employee director was automatically granted a non-statutory stock
+option to purchase 5,000 shares of Common Stock on the date of and immediately
+following each Annual Meeting of Stockholders at which such non-employee
+director was reelected to serve on the Board of Directors, if, on such date, he
+or she had served on the Board for at least three months. Such plan provided
+that the exercise price shall be equal to the fair market value of the Common
+Stock on the date of grant of the options.
+
+     Three non-employee directors each have been granted options to purchase
+65,000 shares of the Company's Common Stock under the Directors' Option Plan at
+a weighted average exercise price of $11.62. One non-employee director has been
+granted options to purchase 45,000 shares of the Company's Common Stock under
+such plan at a weighted average exercise price of $13.73 per share. One
+non-employee director has been granted options to purchase 30,000 shares of the
+Company's Common Stock under such plan at a weighted average exercise price of
+$21.33 per
+
+
+                                      -6-
+
+
+<PAGE>
+
+
+share. As of January 9, 2001, options to purchase 295,000 shares of the
+Company's Common Stock had been granted under the Directors' Option Plan.
+
+     The Company's 1998 Directors' Stock Option Plan (the "1998 Directors'
+Plan") was adopted by the Board of Directors on November 24, 1998 and was
+approved by the stockholders on March 17, 1999. 100,000 shares of Common Stock
+were reserved for issuance thereunder. Under the terms of the 1998 Directors'
+Plan, the number of shares reserved for issuance thereunder is increased each
+year by the number of shares necessary to restore the total number of shares
+reserved to 100,000 shares. The 1998 Directors' Plan replaced the Directors'
+Option Plan which expired on December 8, 1999. Like its predecessor, the 1998
+Directors' Plan provides for the automatic and non-discretionary grant of a
+non-statutory stock options to purchase 20,000 shares of the Company's Common
+Stock to each non-employee director on the date on which such person becomes a
+director. Thereafter, each non-employee director will be automatically granted a
+non-statutory stock option to purchase 5,000 shares of Common Stock on the date
+of and immediately following each Annual Meeting of Stockholders at which such
+non-employee director is reelected to serve on the Board of Directors, if, on
+such date, he or she has served on the Board for at least three months. Such
+plan provides that the exercise price shall be equal to the fair market value of
+the Common Stock on the date of grant of the options.
+
+     Five non-employee directors each have been granted options to purchase
+5,000 shares of the Company's Common Stock under such plan at a weighted average
+exercise price of $75.75. One non-employee director has been granted options to
+purchase 20,000 shares of the Company's Common Stock under such plan at a
+weighted average exercise price of $75.75 per share. As of January 9, 2001,
+options had been granted to purchase 45,000 shares of the Company's Common Stock
+under the 1998 Directors' Plan.
+
+     The following table shows options granted to each director of the Company
+during the last fiscal year. All options were granted under the 1998 Directors'
+Plan, except for the options granted to Mr. Couillaud, which were granted under
+the Company's 1995 Stock Plan.
+
+
+<TABLE>
+<CAPTION>
+
+                                 OPTION GRANTS TO DIRECTORS DURING LAST FISCAL YEAR
+
+   NAME                                                        NUMBER OF OPTIONS
+   ----                                                       ---------------------
+<S>                                                               <C>
+Bernard J. Couillaud....................................           110,000
+Henry E. Gautier........................................             5,000
+Charles W. Cantoni......................................             5,000
+Frank P. Carruba........................................             5,000
+John H. Hart............................................            20,000
+Thomas Sloan Nelsen, MD.................................             5,000
+Jerry E. Robertson.....................................              5,000
+</TABLE>
+
+                OPTION EXERCISES IN LAST FISCAL YEAR BY DIRECTORS
+
+
+     The following table shows, as to each non-employee director, information
+concerning options exercised under the Directors' Option Plan during the last
+fiscal year. No options granted under the 1998 Directors' Plan were exercise
+during the last fiscal year.
+
+<TABLE>
+<CAPTION>
+
+NAME                                                       SHARES ACQUIRED ON EXERCISE        VALUE REALIZED(1)
+- ----                                                       --------------------------         -----------------
+<S>                                                               <C>
+Charles W. Cantoni.....................................             8,000                          $256,188
+Frank Carrubba.........................................             5,000                          $313,438
+Thomas Sloan Nelsen, MD................................             5,000                          $189,750
+Jerry E. Robertson.....................................            10,000                          $658,125
+</TABLE>
+
+- ---------------------------
+
+                                      -7-
+
+
+<PAGE>
+
+
+(1)  The value realized is calculated based on market value less exercise price.
+     The market value of underlying securities is based on the closing price of
+     the Company's Common Stock as reported by the NASDAQ National Market on the
+     date of exercise.
+
+OTHER EMPLOYEE BENEFIT PLANS
+
+EMPLOYEE RETIREMENT AND INVESTMENT PLAN AND SUPPLEMENTARY RETIREMENT PLAN
+
+     Effective January 1, 1979, the Company adopted the Coherent Employee
+Retirement and Investment Plan. Employees become eligible to participate after
+completing one year of service. Under this plan, the Company will match employee
+contributions to the plan up to a maximum of 6% of the employee's individual
+earnings. An employee is not entitled to any part of the Company's contribution
+until the completion of his or her third year of employment. After the end of
+the third year of employment, 20% of the Company's contribution vests.
+Thereafter, an additional 20% of the Company's contribution vests at the end of
+each year of completed service until the end of the seventh year of employment
+when such contributions become 100% vested. Effective as of 1985, the plan was
+amended and restated to conform the plan to new regulations and to qualify under
+Section 401(k) of the Internal Revenue Code of 1986, as amended to permit
+employees to make contributions to the plan from their pre-tax earnings.
+Effective January 1, 1990, the Company adopted the Supplementary Retirement Plan
+which provides that certain senior management may contribute income to a trust
+fund. The Company will match such contributions up to 6% of the participant's
+income. Such contributions are subject to the same vesting requirements as
+contributions made under the Employment Retirement and Investment Plan.
+
+MANAGEMENT BONUS PLAN
+
+     The Company's Management Bonus Plan provides for the payment of quarterly
+cash bonuses to members of management designated by the Board of Directors
+determined by a formula based on improvements of pre-tax profits, cash flow and
+asset management over preset threshold levels for each operating group or
+business unit. Those employees who participate in the Bonus Plan who are not
+assigned to an operating group or business unit receive an average of such
+amounts.
+
+PRODUCTIVITY INCENTIVE PLAN
+
+     Under the Company's Productivity Incentive Plan (the "Incentive Plan"),
+450,000 shares of Common Stock were initially reserved, and as of the fiscal
+year ended September 30, 2000, 108,425 shares of Common Stock were available for
+issuance to employees of the Company and its designated subsidiaries who are
+customarily employed for at least twenty hours per week. The purpose of the
+Incentive Plan is to enhance an employee's proprietary interest in the Company
+and to create an incentive for the Company's success.
+
+     The Incentive Plan provides for the quarterly distribution of cash or
+Common Stock, at the election of each participant, based upon the quarterly
+profitability of the Company. The amount of cash or number of shares of Common
+Stock distributed to each participant is determined by dividing a participant's
+"incentive compensation" by the fair market value of the Company's Common Stock
+at the end of each three-month period.
+
+EMPLOYEE STOCK PURCHASE PLAN
+
+     The Company's Employee Stock Purchase Plan (the "Purchase Plan") was
+adopted by the Board of Directors and approved by the stockholders in 1980. A
+total of 4,575,000 shares of Common Stock have been reserved under the Purchase
+Plan, and as of the end of fiscal year 2000, 1,682,754 shares of Common Stock
+remained available for issuance thereunder. The Purchase Plan permits employees
+who are employed for at least twenty hours per week and more than five months in
+a calendar year to purchase Common Stock of the Company, through payroll
+deductions at the lower of 85% of the fair market value of the Common Stock at
+the beginning or at the end of each twelve-month period. Payroll deductions may
+not exceed 10% of an employee's compensation. The Purchase Plan provides for two
+offerings during each fiscal year, each having a duration of twelve months.
+
+
+                                      -8-
+
+
+<PAGE>
+
+
+REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
+
+INTRODUCTION
+
+     The Compensation Committee of the Board of Directors establishes the
+general compensation policies of the Company, and establishes the compensation
+plans and specific compensation levels for executive officers. The Committee
+strives to ensure that the Company's executive compensation programs will enable
+the Company to attract and retain key people and motivate them to achieve or
+exceed certain key objectives of the Company by making individual compensation
+directly dependent on the Company's achievement of certain financial goals, such
+as profitability and asset management and by providing rewards for exceeding
+those goals.
+
+COMPENSATION PROGRAMS
+
+BASE SALARY. The Committee establishes base salaries for executive officers,
+normally within ten percent of the average paid for comparable positions at
+other similarly sized companies as set forth in national and local compensation
+surveys. Base pay increases vary according to individual contributions to the
+Company's success and comparisons to similar positions within the Company and at
+other comparable companies.
+
+VARIABLE COMPENSATION PLAN. Each executive officer participates in the Variable
+Compensation Plan which provides for the payment of a quarterly amount
+determined by a formula based on improvements of pre-tax profits and asset
+management over preset threshold levels for each operating group or business
+unit.
+
+STOCK OPTIONS. The Committee believes that stock options provide additional
+incentive to officers to work towards maximizing stockholder value. These
+options are provided through initial grants at or near the date of hire and
+through subsequent periodic grants. Options granted by the Company to its
+executive officers and other employees have exercise prices equal to the fair
+market value at the time of grant. Options vest and become exercisable at such
+time as determined by the Board. The initial option grant is designed to be
+competitive with those of comparable companies for the level of the job that the
+executive holds and is designed to motivate the officer to make the kind of
+decisions and implement strategies and programs that will contribute to an
+increase in the Company's stock price over time. Periodic additional stock
+options within the comparable range for the job are granted to reflect the
+officer's ongoing contributions to the Company, to create an incentive to remain
+at the Company and to provide a long-term incentive to achieve or exceed the
+Company's financial goals.
+
+OTHER. In addition to the foregoing, officers participate in compensation plans
+available to all employees, such as a quarterly profit sharing plan and
+participation in both the Company's 401(k) retirement plan and employee stock
+purchase plan. See "Executive Compensation--Other Employee Benefit Plans."
+
+COMPENSATION OF CHIEF EXECUTIVE OFFICER
+
+     The factors considered by the Compensation Committee in determining the
+compensation of the Chief Executive Officer, in addition to survey data, include
+the Company's operating and financial performance, as well as the Chief
+Executive Officer's leadership and establishment and implementation of strategic
+direction for the Company.
+
+     The Compensation Committee considers stock options to be an important
+component of the Chief Executive Officer's compensation as a way to reward
+performance and motivate leadership for long term growth and profitability. In
+fiscal 2000, Mr. Couillaud was granted options to purchase 110,000 shares with
+an exercise price equal to the fair market value at date of grant ($49.875 per
+share). Options to purchase 72,000 shares become exercisable at the end of three
+years, and options to purchase the remaining 38,000 shares become exercisable at
+the end of four years. The Committee believes that the quantity of shares
+granted to Mr. Couillaud is consistent with its philosophy of granting options
+to many management personnel rather than concentrating grants on a few senior
+executives.
+
+
+                                      -9-
+
+
+<PAGE>
+
+
+COMPENSATION LIMITATIONS
+
+     Under Section 162(m) of the Internal Revenue Code, adopted in August 1993,
+and regulations adopted thereunder by the Internal Revenue Service,
+publicly-held companies may be precluded from deducting certain compensation
+paid to an executive officer in excess of $1.0 million in a year. The
+regulations exclude from this limit performance-based compensation and stock
+options provided certain requirements, such as stockholder approval, are
+satisfied. The Company plans to take actions, as necessary, to insure that its
+stock option plans and executive annual cash bonus plans qualify for exclusion.
+
+
+                           Respectfully submitted by:
+
+
+                           Jerry E. Robertson
+                           Henry E.Gauthier
+                           John H. Hart
+
+
+COMPANY'S STOCK PRICE PERFORMANCE
+
+     The following graph shows a five-year comparison of cumulative total
+stockholder return, calculated on a dividend reinvestment basis and based on a
+$100 investment, from September 29, 1995 through September 30, 2000 comparing
+the return on the Company's Common Stock with the Standard & Poors 500 Stock
+Index and the Standard & Poors Small Cap 600 Stock Index. No dividends have been
+declared or paid on the Company's Common Stock during such period. The stock
+price performance shown on the graph following is not necessarily indicative of
+future price performance.
+
+
+<TABLE>
+<CAPTION>
+
+
+                 COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
+           EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
+
+                                                                      S&P SMALL CAP
+                           COHERENT INC.         S&P 500 INDEX          600 INDEX
+                          ----------------      ---------------      ---------------
+      <S>                    <C>                  <C>                   <C>
+       9/29/95                 100.00                100.00                100.00
+       9/28/96                96.5753              117.6075              114.1652
+       9/30/97               151.7123              162.0917              154.9810
+       9/26/98                51.1986              174.0234              125.0786
+       10/2/99               122.2603              219.4880              114.7885
+       9/30/00               372.6028              245.8052              179.7865
+</TABLE>
+
+     The information contained above under the captions "Report of the
+Compensation Committee of the Board of Directors " and "Company's Stock Price
+Performance" shall not be deemed to be "soliciting material" or to be "filed"
+with the Securities and Exchange Commission, nor shall such information be
+incorporated by reference into any future filing under the Securities Act of
+1933, as amended, or the Securities Exchange Act of 1934, as amended, except to
+the extent that the Company specifically incorporates it by reference into such
+filing.
+
+COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
+
+     The Compensation Committee of the Board of Directors is composed of Mssrs.
+Carrubba, Cantoni, Nelsen and Robertson. During the last fiscal year, the
+Company paid Dr. Thomas Nelsen $22,500 in consulting fees. Dr. Nelsen has more
+than 40 years of experience as a physician and, before his retirement, was a
+Professor of Surgery at Stanford University School of Medicine. Utilizing this
+experience, Dr. Nelsen has worked closely with the Company in developing and
+refining new laser products for the medical field. Management believes that this
+arrangement is at least as favorable as could be negotiated with an outside
+consultant. Mr. Gauthier and the Company have entered into a
+
+
+                                      -10-
+
+
+<PAGE>
+
+
+Management Transition Agreement pursuant to which the Company agreed to provide
+him with benefits under the Company's medical, dental and life insurance plan.
+
+     Except as set forth above, none of the members of the Compensation
+Committee is currently or has been, at any time since the beginning of the last
+fiscal year, an officer or employee of the Company. No member of the
+Compensation Committee serves as a member of the board of directors or
+compensation committee of any entity that has one or more executive officers
+serving as a member of the Company's Board of Directors or Compensation
+committee.
+
+ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
+         --------------------------------------------------------------
+
+     The following table sets forth as of January 9, 2001 certain information
+with respect to the beneficial ownership of the Company's Common Stock by (i)
+any person (including any "group" as that term is used in Section 13(d)(3) of
+the Securities Exchange Act of 1934, as amended (the "Exchange Act")) known by
+the Company to be the beneficial owner of more than 5% of the Company's voting
+securities, (ii) each director and each nominee for director to the Company,
+(iii) each of the executive officers named in the Summary Compensation Table
+appearing herein, and (iv) all executive officers and directors of the Company
+as a group.
+
+<TABLE>
+<CAPTION>
+
+                                                                                    NUMBER OF        PERCENT
+NAME AND ADDRESS                                                                    SHARES(1)       OF TOTAL
+- ----------------                                                                   -----------     ----------
+<S>                                                                                <C>               <C>
+Oppenheimer Funds, Inc. (2)......................................................   2,960,100         10.83%
+    Two World Trade Center, 31st Floor
+    New York, NY 10048
+
+PRIMECAP Management (3)..........................................................   2,420,000          8.85%
+    225 S. Lake Ave, #400
+    Pasadena, CA 91101
+
+Franklin Advisers, Inc. (4)......................................................   2,358,706          8.63%
+    777 Mariners Blvd.
+    San Mateo, CA 94404
+Bernard, J. Couillaud, PhD (5)...................................................     192,618            *
+Henry E. Gauthier (6)............................................................     102,130            *
+Robert J. Quillinan (7)..........................................................      70,694            *
+John Ambroseo, PhD (8)...........................................................      37,855            *
+Vittorio Fossati-Bellani, PhD (9) ...............................................      33,824            *
+James Taylor (10)................................................................      32,861            *
+Frank Carrubba (11)..............................................................      25,000            *
+Thomas Sloan Nelsen, MD (12) ....................................................      20,500            *
+Jerry Robertson  (13)............................................................      20,000            *
+Charles W. Cantoni (14)..........................................................      12,000            *
+John Hart                                                                                   0            *
+All directors and executive officers as
+    a group (14 persons) (15)....................................................     605,228          2.19%
+</TABLE>
+
+- ---------------------------
+ * Represents less than 1%.
+
+(1)  Beneficial ownership is determined in accordance with the rules of the
+     Securities and Exchange commission (the "SEC") and generally includes
+     voting or investment power with respect to the securities. In computing the
+     number of shares beneficially owned by a person and the percentage
+     ownership of that person, each share of Coherent Common Stock subject to
+     options held by that person that will be exercisable on or before March 10,
+     2001, are
+
+
+                                      -11-
+
+
+<PAGE>
+
+
+     deemed outstanding. Such shares, however, are not deemed outstanding for
+     the purpose of computing the percentage ownership of any other person.
+(2)  Represents shares reported by Carson Group on January 9, 2001 as being held
+     by Opennhiemer funds, Inc. as of September 30, 2000.
+(3)  Represents shares reported by Carson Group on January 9, 2001 as being held
+     by PRIMECAP Management as of September 30, 2000.
+(4)  Represents shares reported by Carson Group on January 9, 2001 as being held
+     by Franklin Advisers, Inc. as of September 30, 2000.
+(5)  Includes 144,000 shares issuable upon exercise of options held by Dr.
+     Couillaud which are currently exercisable or will become exercisable within
+     60 days of January 9, 2001.
+(6)  Includes 59,000 shares issuable upon exercise of options held by Mr.
+     Gauthier which are currently exercisable or will become exercisable within
+     60 days of January 9, 2001.
+(7)  Includes 39,744 shares issuable upon exercise of options held by Mr.
+     Quillinan which are currently exercisable or will become exercisable within
+     60 days of January 9, 2001.
+(8)  Includes 17,230 shares issuable upon exercise of options held by Dr.
+     Ambroseo which are currently exercisable or will become exercisable within
+     60 days of January 9, 2001.
+(9)  Includes 2,614 shares issuable upon exercise of options held by Dr.
+     Fossati-Bellani which are currently exercisable or will become exercisable
+     within 60 days of January 9, 2001.
+(10) Includes 32,000 shares issuable upon exercise of options held by Mr. Taylor
+     which are currently exercisable or will become exercisable within 60 days
+     of January 9, 2001.
+(11) Includes 10,000 shares issuable upon exercise of options held by Mr.
+     Carrubba which are currently exercisable or will become exercisable within
+     60 days of January 9, 2001.
+(12) Includes 5,000 shares issuable upon exercise of options held by Dr. Nelsen
+     which are currently exercisable or will become exercisable within 60 days
+     of January 9, 2001.
+(13) Includes 5,000 shares issuable upon exercise of options held by Mr.
+     Robertson which are currently exercisable or will become exercisable within
+     60 days of January 9, 2001.
+(14) Includes 7,000 shares issuable upon exercise of options held by Mr. Cantoni
+     which are currently exercisable or will become exercisable within 60 days
+     of January 9, 2001.
+(15) Includes an aggregate of 335,588 options which are currently exercisable or
+     will become exercisable within 60 days of January 9, 2001.
+
+ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
+         ----------------------------------------------
+
+     Since the beginning of the Company's last fiscal year, there has not been
+nor is there currently proposed any transaction or series of similar
+transactions to which the Company was or is to be a party in which the amount
+involved exceeds $60,000 and in which any director, executive officer, holder of
+more than 5% of the common stock of the Company or any member of the immediate
+family of any of the foregoing persons had or will have a direct or indirect
+material interest other than the transactions described below.
+
+LOANS TO EXECUTIVE OFFICERS
+
+     The following table sets forth information with respect to all executive
+officers of the Company who had indebtedness outstanding during the past fiscal
+year. This indebtedness arose as a result of the delivery of promissory notes in
+connection with the exercise of stock options.
+
+
+                                      -12-
+
+<PAGE>
+
+<TABLE>
+<CAPTION>
+
+                                                                                            LARGEST
+                                                                                             AMOUNT          BALANCE AT
+                                     OUTSTANDING      INTEREST           MATURITY          OUTSTANDING      SEPTEMBER 30,
+NAME                                    LOANS           RATES             DATE(S)          DURING 2000          2000
+- ----                                 -----------       -------           --------          -----------     -------------
+<S>                                  <C>             <C>             <C>                    <C>
+Scott Miller                          $365,125        4.83-7.1%        3/1/04-5/24/05         $400,125         $400,125
+Robert  Quillinan                      $99,992             6.8%               2/28/05         $212,250          $99,992
+Bernard Couillaud, PhD                 $76,500        4.83-6.8%        3/1/04-3/15/05         $160,500         $160,500
+Vittorio Fossati-Bellani, PhD         $411,375       5.96-6.71%       8/31/04-4/28/05         $504,188         $504,188
+John Ambroseo                         $158,688            6.21%               1/12/05         $158,688         $158,688
+</TABLE>
+
+
+     All promissory notes are full recourse and are secured by the shares of
+Common Stock of the Company issued upon exercise of the options. Interest is
+paid annually.
+
+     See "Executive Compensation -- Compensation Committee Interlocks and
+Insider Participation" for a description of Dr. Nelsen's consulting arrangement
+with the Company.
+
+     See "Executive Compensation -- Director Compensation" for a description of
+certain stock option grants to and exercises by directors of the Company.
+
+INDEMNIFICATION
+
+     The Company has entered into indemnification agreements with each of its
+directors and officers. Such indemnification agreements require the Company to
+indemnify its directors and officers to the fullest extent permitted by Delaware
+law.
+
+CONFLICT OF INTEREST POLICY
+
+     The Company believes that all transactions with affiliates described above
+were made on terms no less favorable to the Company than could have been
+obtained from unaffiliated third parties. The Company's policy is to require
+that a majority of the independent and disinterested outside directors on the
+Board approve all future transactions between Coherent and its officers,
+directors, principal stockholders and their affiliates. Such transactions will
+continue to be on terms no less favorable to the Company than it could obtain
+from unaffiliated third parties.
+
+     All future transactions, including loans, between the Company and its
+officers, directors, principal stockholders and their affiliates will be
+approved by a majority of the Board, including a majority of the independent and
+disinterested outside directors, and will continue to be on terms no less
+favorable to the Company than could be obtained from unaffiliated third parties.
+
+
+                                      -13-
+
+
+<PAGE>
+
+
+                                   SIGNATURES
+
+     Pursuant to the requirements of Section 13 or 15(d) of the Securities
+Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
+Form 10-K on Form 10-K/A to be signed on its behalf by the undersigned,
+thereunto duly authorized on this 29th day of January 2001.
+
+                                   COHERENT, INC.
+
+
+                                   By: /s/ ROBERT J. QUILLINAN
+                                      -----------------------------------------
+                                           Robert J. Quillinan
+                                           Executive Vice President &
+                                           Chief Financial Officer
+
+
+     Pursuant to the requirements of the Securities Exchange Act of 1934, this
+Amendment No. 1 to Form 10-K on Form 10-K/A has been signed below by the
+following persons on January 29, 2001 on behalf of the Registrant and in the
+capacities and on the dates indicated:
+
+<TABLE>
+<CAPTION>
+
+                          SIGNATURES                                      TITLE
+                          ----------                                      -----
+<S>                                                       <C>
+                             *                             Director, President & Chief Executive Officer
+- --------------------------------------------------         (Principal Executive Officer)
+                   Bernard J. Couillaud
+
+                  /S/ ROBERT J. QUILLINAN                  Executive Vice President & Chief Financial Officer
+- --------------------------------------------------         (Principal Financial Officer)
+                    Robert J. Quillinan
+
+                             *                             Director, Chairman of the Board
+- --------------------------------------------------
+                     Henry E. Gauthier
+
+                             *                             Director
+- --------------------------------------------------
+                     Charles W. Cantoni
+
+                             *                             Director
+- --------------------------------------------------
+                      Frank Carrubba
+
+                             *                             Director
+- --------------------------------------------------
+                         John Hart
+
+                             *                             Director
+- --------------------------------------------------
+                    Thomas Sloan Nelsen
+
+                             *                             Director
+- --------------------------------------------------
+                    Jerry E. Robertson
+</TABLE>
+
+
+* By:   /s/Robert J. Quillinan
+           Robert J. Quillinan
+           Attorney-in-Fact
+
+
+
+                                      -14-
+</TEXT>
+</DOCUMENT>
+</SEC-DOCUMENT>
+-----END PRIVACY-ENHANCED MESSAGE-----