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<DESCRIPTION>PRINCIPLES OF ETHICAL BUSINESS CONDUCT 2003
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                                                                    Exhibit 99.3
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Principles of Ethical Business Conduct 2003

ASML Mission
Providing leading edge imaging solutions to continuously improve our
customers' global competitiveness

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Contents

3 About ASML

5 Introduction

6 ASML Principles of Ethical Business Conduct

9 ASML Worldwide Contact Information

(c)  2004, ASML Holding N.V. All Rights Reserved

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About ASML

ASML is the world's leading provider of lithography systems for the
semiconductor industry, manufacturing complex machines critical to the
production of integrated circuits or chips.

ASML technology transfers circuit patterns onto silicon wafers to make every
kind of chip used today and tomorrow. As digital products, such as PCs and
mobile phones, become more pervasive, the technology behind chip manufacturing
becomes more advanced. With each generation of chips, personal and business
products become smaller, lighter, faster, more powerful, more precise, more
reliable and easier to use. In parallel, the global semiconductor industry is
pursuing its long-term rdmap for imaging ever-finer circuit lines on silicon
wafers.

Core business: semiconductor lithography

The technology behind our business is known as lithography, and we have always
been at the leading edge of that technology. ASML systems - called steppers
and Step & Scan tools (scanners) respectively - use a photographic process to
image nanometric circuit patterns onto a silicon wafer, much like a camera
prints an image on film.

ASML researches, develops, designs, manufactures, markets and services
lithography systems used by the semiconductor industry to fabricate
state-of-the-art chips. Most of the major global semiconductor manufacturers
are ASML customers. For chipmakers, technological advancement in imaging means
increased manufacturing productivity and improved profitability.

The ASML TWINSCAN(TM) lithography system exemplifies our technology
leadership. It is the industry's only dual-stage system that allows exposure
of one wafer while simultaneously measuring another wafer. This gives our
customers greater productivity and improved yield when producing high volumes
of chips.

ASML is committed to providing customers with the right technology that is
production-ready at the right time. Doing so enables our customers and their
customers to sustain their competitive edge in the marketplace. At the same
time, ASML is committed to high ethical standards of conduct toward our
employees, customers, suppliers, investors and communities. These standards
are documented in our Principles of Ethical Business Conduct, and are
translated into day-to-day practice for all our employees in the Internal
Guidelines on Ethical Business Conduct.

ASML Special Applications focuses on solutions for application markets, where
it has evolved as the lithography market leader in serving the Thin Film Head
and Compound Semiconductor industry. We have also developed expertise to
certify and relaunch previously used ASML equipment into the market.

ASML MaskTools provides innovative mask technologies and software products
that extend the limits of optical lithography for chip manufacturing at 90
nanometer and beyond. These are optimized for ASML's advanced scanners,
enabling the delivery of complete and integrated mask design to wafer imaging
solutions.

ASML Optics is an extreme precision optical foundry offering design-to-image
solutions for the semiconductor and optical manufacturing industries. Expert
resources and capabilities in optical design and manufacturing, cleanroom
assembly, systems engineering, test and metrology offer solutions across a
range of application requirements.

ASML facilities, like its customers, are worldwide, in 14 countries and over
50 sales and service locations. We have experts on-site at customer
fabrication facilities, backed by a global pool of ASML engineers and other
professionals.

ASML is not only technically driven, but also expresses its long-term
commitment to the community we live in. ASML Trust is a foundation, which
operates in countries where ASML is present. Its purpose is to extend
financial support for projects that focus on technical education, as well as
charities in general. ASML Trust encourages self-reliance of parties involved.
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Headquartered in the Netherlands

ASML's corporate headquarters is in Veldhoven, the Netherlands. The company
has lithography research, development and manufacturing operations in Wilton,
Connecticut, U.S., and Veldhoven, the Netherlands. Technology development
centers and training and application facilities are located in Asia, Europe
and the United States.

ASML is traded on Euronext Amsterdam and NASDAQ under the symbol ASML.
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Introduction

To our shareholders and other stakeholders:

Our mission is to provide leading edge imaging solutions to continuously
improve our customers' global competitiveness.

Our success stems from our core values:

Quality
Integrity
Trust
Continuity
Excellence
Professionalism

We strive to deliver high quality in everything we do.

We believe that our business conduct should be based on integrity. It is
central to ASML's relationships with its shareholders, employees, customers,
suppliers and other stakeholders.

Trust is the foundation on which long lasting relationships are built.

Our business is to strengthen the competitiveness of our customers. By
improving our products and customer services - continuously - we maintain our
leading position.

We strive for excellence in everything we do. And we are committed to
professionalism. ASML improves the competency and welfare of employees through
training, professional development programs and competitive employment
conditions.

Our market position in leading edge semiconductor imaging solutions entails
responsibilities toward internal and external stakeholders, including the
communities in which we operate.

As a globally operating company, we express our commitment to our stakeholders
and society through the ASML Principles of Ethical Business Conduct. These
principles have been developed, in close cooperation with the Board of
Management, by a working group representing ASML employees worldwide.
Furthermore, a compliance program and internal practices support our
principles.

Every day, in every way, we pursue the highest application of these principles
at ASML.

Doug J. Dunn
President, Chief Executive Officer and
Chairman of the Board of Management
ASML Holding N.V.
Veldhoven, January 30, 2004
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ASML Principles of Ethical Business Conduct

Responsible corporate citizenship

Through our employees, shareholders, customers and suppliers, we interact with
and operate our business in many different communities worldwide. We develop
leading edge imaging solutions and thereby we contribute to the technological
advances and modernization of society. According to the United Nations
Commission on Global Governance "business must be encouraged to act
responsibly in the global neighborhood and contribute to its governance." As
one of the many participants on the global playing field, we believe in acting
as a responsible corporate citizen. We therefore:

o    Emphasize the importance of sustainable development of our global
     environment by respecting people, preserving our planet while earning a
     fair profit

o    Believe that the human rights as proclaimed by the United Nations in the
     Universal Declaration of Human Rights is a common standard of achievement
     for all members within the global community, and we encourage the respect
     of these rights and freedoms

o    Believe in respecting the different cultural identities of our internal
     and external stakeholders

o    Comply and act in accordance with the national laws and regulations of
     the countries and communities in which we operate

o    In general support the principles as laid down in the OECD Guidelines for
     Multinational Enterprises and the Tripartite Declaration of Principles
     Concerning Multinational Enterprises and Social Policy of the
     International Labor Organization

In relation to our shareholders

In relation to our shareholders, we:

o    Put forth our best efforts to maximize the value of their investments in
     ASML

o    Provide our shareholders with regular, reliable and relevant transparent
     information regarding our activities, structure,

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     financial situation, performance and other information, including
     information on our social, ethical and environmental records and policies

o    Are committed to full, fair, accurate and timely disclosure in reports
     and documents filed with, and submitted to, Dutch and U.S. regulators, as
     well as in other public communications

o    Apply high quality standards for disclosure, accounting and audit

o    Comply with applicable government laws, rules and regulations

o    Apply stringent rules with regard to inside information and insider
     security trading

In relation to our employees

In relation to our employees, we:

o    Respect our employees and fully acknowledge their individual contribution
     to the quality of our products and services and the continuity and
     success of ASML

o    Competitively reward our employees for their performance and provide
     motivating working conditions, including coaching, training and personal
     career development programs

o    Promote honest and ethical conduct, including the ethical handling of
     actual or apparent conflicts of interest between personal and
     professional relationships

o    Take adequate steps to ensure the health and safety of our employees in
     their operations and their welfare in general

o    Provide equal opportunity for all in recruiting, hiring, developing,
     promoting and compensating without discrimination as to race, color, sex,
     religion, political opinion, nationality, social origin or any other
     reason and show zero tolerance to any form of discrimination by our
     employees on these grounds, unless selectivity concerning employee
     characteristics furthers established governmental policies that
     specifically promote greater equality of employment opportunity or
     relates to the inherent requirements of a job

o    Respect the different cultural identities of our employees

In relation to our customers

In relation to our customers, we:

o    Conduct our business in good faith

o    Pursue our business on the basis of integrity

o    Secure the highest possible level of business confidentiality as to all
     information concerning their activities o Fulfill our obligations to the
     best of our abilities

o    Aim at supporting our customers' success by providing high quality
     products adding value to their enterprises

o    Maintain significant levels of research and development in order to offer
     our customers, at the earliest possible date, the most advanced
     technology and the highest possible level of service

o    Promptly react to our customers' needs by assisting them on the basis of
     our Value of Ownership concept

Integrity

The results of our business conduct must stem from sound economic and
financial practices. Therefore, we:

o    Conduct our business on the basis of the principles of fairness, good
     faith and integrity and we expect the same from those we do business with

o    Are committed to the avoidance of conflicts of interest and
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     the disclosure of any such conflict to the appropriate authorities within
     ASML

o    Do not engage in local political activities and we urge our employees who
     participate in local political activities to clearly separate their
     professional interests from their political interests

o    Abstain from making any improper contribution to candidates for public
     office, to political parties or other political organizations

o    Abstain from any improper action to obtain business advantage and promote
     honest and ethical conduct, including the ethical handling of actual and
     apparent conflicts of interest between personal and professional
     relationships

Sustainable development

In conducting our business we want to participate in the sustainable
development of people and our planet while pursuing the continuity of ASML and
maximizing the value of our shareholders' investment in the company.

People

o    Our objective is to build and maintain a health and safety management
     system in compliance with international standards and to receive
     certification of compliance with those standards by means of regular
     audits by independent experts.

Planet

o    We believe in the preservation of our planet. We contribute to the
     sustainable development of the environment by developing annual
     environmental programs.

o    Our objective is to build and maintain an environmental management system
     in compliance with international standards and to receive certification
     of compliance with those standards by means of regular audits by
     independent experts.

o    We adopt technologies and operating procedures in all parts of the
     enterprise with a view to improving our environmental performance.

Profit

o    We believe that investing in environmentally sound activities is
     investing in the future of our planet and all people.

o    We believe that investing in the sustainable development of people and
     our planet also is beneficial to the continuing success of ASML.

Competition

We conduct our activities in a competitive manner, within the framework of
applicable laws and regulations.

As a result, we:

o    Compete fairly and honestly and comply with the letter and the spirit of
     all applicable laws and regulations

o    Believe in sound economic competition and endeavor to increase our market
     share by constantly improving the quality of our products and services

o    Abstain from, directly or indirectly, demanding or accepting from an
     employee of a business partner or competitor a bribe or other undue
     advantage for them to obtain or retain business or other improper
     advantage

o    Abstain from, directly or indirectly, offering, promising or giving a
     public official or an employee of a business partner or a competitor a
     bribe or other undue advantage to obtain or retain business or other
     improper advantage

o    Expect third parties with whom we do business not to solicit or expect us
     to render a bribe or other undue advantage

Our place in the global and local community

o    Our company's success is based on developing leading edge imaging
     solutions. We have acquired a high level of expertise and wish to
     contribute to the further development of science and technology in the
     field of imaging solutions.

o    Taking into account the legitimate requirements of business
     confidentiality and within the framework of protecting our intellectual
     property rights, we desire to exchange our scientific and technological
     knowledge with new generations of scientists. As a result, we have
     developed and will continue to develop programs with universities to
     allow for scientists to acquire and/or extend their practical knowledge
     of imaging solutions at ASML.

o    We believe in interacting with the communities in which we operate and to
     contribute to the welfare and well being of these communities through
     appropriate community projects.

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ASML Worldwide Contact Information

Corporate Headquarters
De Run 6501
5504 DR Veldhoven
The Netherlands

Mailing address
P.O. Box 324
5500 AH Veldhoven
The Netherlands

U.S. main offices 8555 South River Parkway
Tempe, AZ 85284
U.S.A.

77 Danbury Road
Wilton, CT 06897
U.S.A.

Asia main office
Suite 603, 6/F
One International Finance Center
1, Harbour View Street
Central, Hong Kong, SAR

Corporate Communications
phone: +31 40 268 4941
fax: +31 40 268 3655
e-mail: corpcom@asml.com

Investor Relations
phone: +31 40 268 3938
fax: +31 40 268 3655
e-mail: investor.relations@asml.com

For more information please visit www.asml.com

Environmentally-friendly reporting. As part of our commitment to the
environment, ASML produces its Principles of Ethical Business Conduct in
digital format only.

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