SecProbe.io

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						October 18, 2004

Edward D. Segal
Chief Executive Officer
Metron Technology N.V.
4425 Fortran Drive
San Jose, CA  95134

	Re:	Metron Technology N.V.
Preliminary Schedule 14A filed September 20, 2004
	File No. 0-27860

Dear Mr. Segal:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing. We look forward
to working with you in these respects.  We welcome any questions you
may have about our comments or on any other aspect of our review.
Feel free to call us at the telephone numbers listed at the end of
this letter.

General
1. We note your disclosure that, under the laws of the Netherlands,
holders of Metron common shares are entitled to vote the number of
shares held by them on the date of the annual meeting.  Consequently,
it appears that some of the holders of Metron common shares who are
ultimately entitled to vote at the annual meeting may not also have
been holders on the date that the ownership of Metron common shares
is established in order to mail or otherwise distribute the
information identified in Rule 14a-3 of the Exchange Act.  Please
supplementally explain how you will ensure that such persons are
concurrently furnished with, or that such persons have been
previously furnished with, the information identified in Rule 14a-3
before proxies are solicited from such persons.
2. Please provide the disclosures required by Item 14(b)(8) through
(11) and Item 14(c)(1) of Schedule 14A with respect to Metron, as we
believe that the Item 14 disclosure requirements and related
instructions that are generally applicable to acquiring companies are
properly applicable to a registrant that proposes to sell all or
substantially all of its assets.  We also believe that those
disclosure requirements are material to an informed voting decision
of holders of Metron common shares.  Refer to Item H.6 of the July
2001 Interim Supplement to our Manual of Publicly Available Telephone
Interpretations available on our website at www.sec.gov.  If you are
incorporating all or a portion of that information by reference to
one or more prior filings, please include a statement to that effect
and identify the filing(s).
3. We note that Proposal 1 seeks shareholder approval of several
matters, including the sale of substantially all of Metron`s assets
to Applied Materials and the dissolution and liquidation of Metron
immediately following the closing of the asset sale.  Please tell us
supplementally why Rule 14a-4 of Regulation 14A does not require that
shareholders be given the opportunity to vote or abstain separately
with respect to the asset sale and the liquidation/dissolution.
Please refer to Release No. 34-31326 and the September 2004 Interim
Supplement to our Manual of Publicly Available Telephone
Interpretations.

Cover Page
4. Please revise to include the approximate date on which the proxy
statement and form of proxy are first sent or given to security
holders as required by Item 1(b) of Schedule 14A.

Summary Term Sheet
5. You currently repeat much of the same information in both your Q&A
section and your summary.  The Q&A should not repeat any of the
information that appears in the summary and vice versa.  For purposes
of eliminating redundancies and grouping similar information
together, view your Q&A and summary as one section.

Reasons for the asset sale - Page 4
6. Please revise this section to include a summary of your reasons
for the asset sale, dissolution and related transactions, instead of
merely including a cross-reference.  Refer to Item 1001 of Regulation
M-A.  Please also similarly revise your disclosures that appear in
other subsections that currently contain only cross-references,
including your "Conditions to Closing" and "Termination" subsections.

Voting agreement - Page 4
7. We note that Applied Materials has entered into voting agreements
with shareholders holding approximately 22% of your outstanding
shares.  Please revise your disclosure here and throughout your proxy
statement to also disclose the beneficial ownership of the persons
who entered into the voting agreements or, alternatively,
supplementally confirm to us, if true, that none of the outstanding
warrants, options or other rights subject to the voting agreements
could be exercised prior to the annual meeting such that the
underlying shares could be voted at the meeting.  We note that a
Schedule 13D filed by Applied Materials indicates that the beneficial
ownership of all parties to the voting agreements is approximately
31%.
8. We note that approximately 13 holders of Metron common shares
signed voting agreements irrevocably appointing Applied Materials as
their proxy to vote their shares in connection with the asset sale
and subsequent dissolution of Metron.  Please tell us supplementally
the exemption(s) from the filing, dissemination and other
requirements applicable to the solicitation of proxies set forth in
Regulation 14A of the Exchange Act relied upon in connection with
solicitation of those proxies or tell us supplementally why you do
not believe those requirements were applicable to the solicitation of
those proxies.

Interests of Metron`s Managing Board and Supervisory Board in the
asset sale... - Page 5
9. Please revise to identify by name the persons who have the
disclosed interests in the asset sale, dissolution and related
transactions.  Please also revise to quantify, in the aggregate and
individually, the dollar amount of all cash payments and the value of
all non-cash consideration and other benefits that those persons will
receive in connection with the asset sale, liquidation, dissolution
and related transactions.

Limitation on Metron`s ability to consider other acquisition
proposals - Page 5
10. Please briefly describe the limitations on Metron`s ability to
consider other acquisition proposals.

Questions and Answers Related to Proposal 1

How much cash would Metron`s shareholders receive - Page 7
11. Disclose briefly here how you calculated the estimate that the
ultimate aggregate distribution to shareholders will be in the range
of $4.70 to $4.79, describe any significant assumptions that underlie
your estimate, and explain why the aggregate distribution amount is
not presently determinable.
12. Please revise here or in another appropriate location in the
summary term sheet to clarify how you will determine which holders of
Metron common shares will be eligible to receive liquidating
distributions.  For example, will the current holders be required to
retain ownership of their shares until all distributions have been
made?  Or will a record date or another means of determining record
ownership be established for each distribution?

How will Metron`s options, warrants and convertible debentures...? -
Page 8
13. We note your disclosure that Metron may seek to redeem or prepay
the outstanding convertible debentures and/or cancel the outstanding
warrants in exchange for cash payments.  Please revise to clarify how
the amount of any such cash payments would be determined.  Please
also clarify why Metron would seek to negotiate the ability to make
such payments, particularly since making such payments may be
disadvantageous to holders of Metron common shares.

When is the asset sale to Applied Materials expected to be completed?
- Page 9
14. We note your statement that you expect the asset sale will close
"shortly following" the annual meeting.  Revise to provide a more
precise estimate of when you anticipate the closing will occur.

Can I change my vote after I have mailed my signed proxy? - Page 10
15. We note that shareholders may submit their proxies to you by fax.
Please tell us whether you have considered allowing revocations of
proxies to be made by fax as well.  We note that U.S. shareholders
may be subject to potentially lengthy delivery delays if they are
required to mail their revocations to The Netherlands.

Proposal 1

Background of the Asset Sale - Page 17
16. Please revise to discuss the material terms of each of the
proposals made during the course of the negotiations.  Your revised
disclosure should provide shareholders with an understanding of how,
when and why the material terms of the proposed asset sale evolved
during the course of the parties` discussions.  Your revised
disclosure should include, among other things, the following:

* A brief description of the aspects of the potential transaction
that were discussed on April 28, 2004, instead of just stating that
"certain aspects" were discussed.
* With respect to the period from July 1 through August 16 (second
paragraph on page 19) and the entries for July 23, July 28 and August
3, additional detail regarding how the negotiations evolved during
that period.
* A more specific description of the issues discussed at each meeting
held between July 23 and August 3, 2004.
17. We note that, during the conference call held on August 16, your
chief financial officer stated that the form of transaction was
influenced by Dutch law and that alternative transactions were
explored (refer to page 19 of your additional soliciting materials
filed on August 17).  Please disclose the alternative transactions
discussed and describe the features of Dutch law that resulted in the
transaction being structured as an asset sale.
18. Supplementally provide copies of the materials that Perseus
prepared in connection with its fairness opinion or otherwise
provided to the Metron boards in connection with this transaction,
including, among other things, any "board books," drafts of fairness
opinions provided to the Metron boards, and summaries of all oral
presentations made to the Metron boards.  We may have additional
comments after we review those materials.

Consideration of the Asset Sale, Dissolution and Related Transactions

	Metron`s Reasons for the Asset Sale - Page 20
19. Please describe briefly the "business, market and execution risk
associated with remaining independent" the Metron boards considered,
as disclosed in the first bullet point.
20. Please expand your second bullet point of this section to explain
why the alternatives available to Metron were less favorable than the
asset sale to Applied Materials.

Opinion of Financial Advisor to Metron - Page 23
21. Please describe more specifically the "internal financial
statements and other financial and operating data" reviewed by
Perseus.
22. In the last bullet point on page 24, you state that Perseus
performed "other analyses" and considered "other factors" as it
deemed appropriate.  Please provide examples of such other material
analyses and factors, or clarify that you have discussed all material
analyses.
23. With respect to each analysis, discuss its meaning and
significance, describe how the results obtained compare to the
specific terms and value of the transaction, and compare how the
results support the ultimate conclusion of fairness.

Comparable Company Analysis - Page 26
24. We note that you have defined the aggregate value of a comparable
company to include the preferred stock obligations "of Metron."
Please revise or advise.
25. Please add additional disclosure so that the information included
in the last table on page 26 will be more readily understandable by
investors.  Consider providing examples of how the amounts in the
table were calculated and how each column relates to another column,
as appropriate.

Precedent Transaction Premiums Analysis - Page 27
26. Please revise to disclose the compensation received or to be
received by Perseus in connection with providing the fairness opinion
and/or in connection with any previous material relationship that
existed during the past two years.  Specify the amount of
compensation that is contingent upon the consummation of the asset
purchase transaction.  Also, disclose whether Perseus is a
shareholder of Metron or Applied Materials.  See Item 1015(b)(4) of
Regulation M-A.

Interests of Certain Persons

	Certain Employment Arrangements - Page 28
27. Please revise your disclosure to add a table that sets forth the
terms of the employment agreements for all persons named, including
salary and other compensation, any change of control or other bonuses
(whether paid currently or to be paid in the future), and any
termination or non-compete payments.

Accelerated Vesting of Stock Options - Page 29
28. Please revise the table to state the title or position held by
each person listed.  Please also add a column that shows the
aggregate amount to be paid to each person in connection with the
exercise or other termination of the outstanding options, based on
your estimate of the amount to be distributed to shareholders upon
liquidation.

Principal Provisions of the Stock and Asset Purchase Agreement
29. Revise this heading to indicate that you have discussed all
material provisions of the plan, not just the principal provisions,
and revise your disclosure as appropriate.

	Excluded Assets - Page 30
30. Please provide a more specific description of the excluded
contracts mentioned in the first and fourth bullet point.  We are not
seeking a detailed listing of all excluded contracts; instead, we are
seeking an expanded description that would allow investors to assess
the nature of the obligations that will remain within Metron and that
may affect the amount remaining to be distributed upon liquidation.

Expected Timing of the Asset Sale - Page 33
31. Please update the disclosure with respect to any waiting periods
under antitrust laws here and on page 47.

Conditions to Closing - Page 38
32. Please expand your description of the cash, debt and working
capital targets disclosed on page 39 and provide examples of each
target using information from your latest available balance sheet.

	Termination - Page 40
33. Please describe the effects of termination.
34. For clarity, please indent the third, fourth and fifth bullet
points as they appear to be parts of the second bullet point.

Material U.S. Federal Income Tax Consequences - Page 40
35. You may not disclaim responsibility for your disclosure.  Please
remove the two statements that the disclosure is "for information
purposes only," which we view as an inappropriate disclaimer.

Dissolution and Liquidation of Metron - Page 49
36. Please revise to include a detailed schedule showing how you
derived the $4.70 to $4.79 estimated total cash distributions per
share.  The schedule should include separate columns showing the
calculations for each of the $4.70 and $4.79 estimated per share
distribution amounts, and each column should include, among other
things, the following:
* An itemization of the estimated gross cash proceeds expected to be
available for payment or distribution in connection with the
liquidation, including, among other things, and to the extent
applicable, the estimated gross consideration to be received in
connection with the asset sale, plus any additions to the asset sale
consideration, less any deductions from the asset sale consideration,
the total estimated net proceeds from the asset sale, the estimated
amount of cash expected to be retained by Metron following the
closing of the asset sale, the estimated gross proceeds from the sale
of all retained assets, and all other sources of cash expected to be
available for payment or distribution in