Filed pursuant to Rule 424(b)(3)
                                                              Reg No. 333-83266


PROSPECTUS SUPPLEMENT NO. 5
(To Prospectus filed with the Securities and Exchange Commission under cover
of a Registration Statement on Form F-3 on February 20, 2002, as supplemented
and amended by Prospectus Supplement No. 1, filed with the Securities and
Exchange Commission on May 1, 2002, Prospectus Supplement No. 2, filed with
the Securities and Exchange Commission on May 31, 2002, Prospectus Supplement
No. 3, filed with the Securities and Exchange Commission on June 7, 2002, and
Prospectus Supplement No. 4, filed with the Securities and Exchange Commission
on July 25, 2002).

                               ASML Holding N.V.
                          30,814,576 Ordinary Shares

         This Prospectus Supplement No. 5 supplements and amends the
Prospectus relating to 30,814,576 of our ordinary shares, issuable upon
conversion of our 5.75% convertible subordinated notes due 2006, as filed with
the Securities and Exchange Commission under cover of a Registration Statement
on Form F-3 on February 20, 2002, as supplemented by Prospectus Supplement No.
1, filed with the Securities and Exchange Commission on May 1, 2002, and
Prospectus Supplement No. 2, filed with the Securities and Exchange Commission
on May 31, 2002, Prospectus Supplement No. 3, filed with the Securities and
Exchange Commission on June 7, 2002, and Prospectus Supplement No. 4, filed
with the Securities and Exchange Commission on July 25, 2002.

         The table on pages 13 through 16 of the Prospectus (as supplemented
and amended) sets forth information with respect to the selling
securityholders and the respective number of ordinary shares to be
beneficially owned by each selling securityholder upon conversion of the 5.75%
convertible subordinated notes due 2006 and that may be offered pursuant to
the Prospectus (as supplemented and amended). This Prospectus Supplement No. 5
amends that table by adding the items set forth below.




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       Selling Securityholder          Number of Ordinary Shares to be    Percentage of Total
                                        Owned Upon Conversion of 5.75%      Amount of Ordinary
                                      Convertible Subordinated Notes due  Shares outstanding as
                                            2006 and Offered Hereby        of December 31, 2001
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Arbitex Master Fund L.P.                            80,385                          *
c/o HW Capital L.P.
1601 Elm Street, Suite 4000
Dallas, TX 75201
Tel: (214) 720-1659
Fax: (214) 720-1667
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*Less than 1%

         The Prospectus, together with Prospectus Supplement Nos. 1, 2, 3, 4,
and this Prospectus Supplement No. 5, constitutes the Prospectus required to
be delivered by Section 5(b) of the Securities Act of 1933 with respect to
offers and sales of ordinary shares, nominal value Euro 0.02 per share,
issuable upon conversion of our 5.75% convertible subordinated notes due 2006.

         Prospective investors should carefully consider matters discussed
under the caption "Risk Factors" beginning on page 1 of the Prospectus.

         Neither the Securities and Exchange Commission nor any U.S. state
securities regulators have approved or disapproved of these securities or
determined if this Prospectus Supplement No. 5 is truthful or complete. Any
representation to the contrary is a criminal offense.

         The date of this Prospectus Supplement No. 5 is September 26, 2002.