New types of analog gray-scale laser direct-write masks have been created using bimetallic thermal resists and a directwrite laser process. Bimetallic resists consist of two layers of thin films, eg. Bi over In or Sn over In, which react to form a low temperature alloy when a laser raises the films above the eutectic temperature. Depending on the exposure energy, resulting alloyed layers appear to become oxides, causing a change of absorption at 365nm from >3OD to <0.3OD. The thermal resists show near wavelength invariance from IR to UV. The Sn/In films, each layer ~40 nm thick, were DCsputtered onto glass slides or quartz substrates. To make gray-scale photomasks the samples were placed on a computercontrolled high accuracy X-Y table. A bitmap gray-scale pattern was raster-scanned with a CW Argon laser (514 nm) beam. An optical shutter controlled the actual laser power applied onto the thermal resist film according to the gray-scale value. When exposed to a laser beam greater than 0.6 W, the Sn/In film became nearly transparent (0.22OD) at I-line (365nm) wavelength. Sn/In and Bi/In photomasks have been used together with a standard mask aligner to successfully pattern Shipley SPR2FX-1.3 photoresist. CF 4 /O 2 plasma etching has been used to transfer the three-dimensional pattern to SiO 2 and Si substrates. Also a 160 beam laser diode thermal imaging tool was used to create BiIn direct-write binary masks.