GRIFFITH MICRO SCIENCE INTERNATIONAL INC S-1/A

FORM S-1 AMENDMENT #1

PROPOSED FORM OF UNDERWRITING AGREEMENT

AMEND DATED 7-9-97 TO SHARE PUR AGR DATED 6-27-97

CERTIFICATED OF INC OF THE COMPANY

REVISED PROPOSED FORM RESTATED CERT OF INC

AMENDED AND RESTATED BYLAWS

REVISED PROPOSED FORM OF SHAREHOLDER AGREEMENT

OPINION OF BELL, BOYD & LLOYD

1998 EMPLOYEE STOCK OPTION PLAN

1998 DIRECTOR STOCK OPTION PLAN

PROPOSED FORM OF ADMINISTRATIVE SERVICES AGREEMENT

PROPOSED FORM OF TAX MATTER AGREEMENT

STERILIZATION CONTRACT WITH ALLEGIANCE HEALTHCARE

ETHYLENE OXIDE SUPPLY AGREEMENT

FACILITY LEASE DATED 6-5-1998

PROPOSED FORM OF FACILITY LEASE

EXTENSION DATED 8-23-1995

FACILITY LEASE AGREEMENT DATED 7-1-1986

COMPLEMENT DATED 8-6-1998

FACILITY LEASE DATED 8-1-1990

CONSENT OF JOHN G. KRINGEL

CONSENT OF L. PETER SMITH

FINANCIAL DATA SCHEDULE FOR 9 MOS. ENDED 6-30-1998