SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030

March 31, 2009

Bradley C. Anderson Vice President – Finance and Chief Financial Officer Amtech Systems, Inc. 131 South Clark Drive Tempe, Arizona 85281
 Re: Amtech Systems, Inc.
  Form 10-K for the fiscal year ended September 30, 2008
  Filed December 10, 2008
  File No. 000-11412   Form 10-Q for the peri od ended December 31, 2008
  Filed February 9, 2009   Form 8-K/A dated November 2, 2007

Dear Mr. Anderson:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in future filings 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.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.   Please understand that the purpose of our re view 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 work ing with you in these respects.
We welcome any questions you may have about our comments or on a ny other aspect of
our review.  Feel free to call us at the tele phone numbers listed at th e end of th is letter.

Form 10-K for the fiscal year ended September 30, 2008

Item 1.  Business, page 3

1. We note your disclosure on page 4 that in “fiscal 2008, [y]our  largest customer
accounted for approximately 20% of [y]our  net revenue” and that “[y]our top 10
customers collectively represented approxi mately 62% of [y]our net revenue.”

Bradley C. Anderson
Amtech Systems, Inc.
March 31, 2009 Page 2
Additionally, we note your disclosure on page 14 that in “fiscal 2008, 2007 and
2006, one customer accounted for approximately 20%, 13% and 17% of [y]our net revenue, respectively.”  Please tell us, and in future filings disclose, the name
of the customer, which we note “has been different [each year],” and any
relationship with that customer, pursuan t to the requirements of Regulation S-K
Item 101(c)(vii).  Please also tell us wh ich customers accounted for 22% and 20%
of total accounts receivable at September 30, 2008.

Item 11.  Executive Compensation

Determining Executive Compensation, page 7

2. We note your disclosure that your compensation committee considers
“compensation of executives of comparable companies within similar industries” when making salary r ecommendations for your named executive
officers.  Since you appear to benchmark compensation, please discuss how each element of compensation relates to the data you analyzed from peer companies and include an analysis of where actual paym ents actually fell within the targeted
parameters.  If any of your named executive officers are compensated at levels that are materially different from the targ eted levels of compensation, please also
provide discussion and analysis as to why.  In addition, in your applicable future
filings, please identify the peer companie s that you use.  Se e Regulation S-K
Item 402(b)(2)(xiv).
 3. We also note your disclosure here a nd on page 8 that you rely upon “published
and proprietary survey data” when implementing your compensation programs.  Please identify the surveys you used and their components; include component
companies, the elements of compensa tion that are benchmarked and how you
determine such benchmarks.

Elements of Our Executive Co mpensation Program, page 8

4. You state that the compensation co mmittee considers “the roles and
responsibilities” and “the individual expe rience and skills of [y]our executives”
when making compensation decisions.  Pl ease provide additional disclosure to
discuss and analyze how individual performance contributes to actual
compensation for named executive officers.  For example, disclose the elements of individual performance, both quan titative and qualitative, and specific
contributions by named executive officers that the compensation committee considers in its evaluation.  If applicable , please also discuss how these elements
are weighted and factored into specific compensation decisions.   See Regulation S-K Item 402(b)(2)(vii).

Bradley C. Anderson
Amtech Systems, Inc.
March 31, 2009 Page 3  Annual Cash Compensation, page 8

 5. We note that you increased base salary compensation for your CEO and CFO by
approximately 10% and for your chief accounting officer by approximately 15%
during fiscal year 2008.  Tell us, and expand your disclosure in future filings to
explain, what factors you considered in the decision to make these material
increases in compensation.  See Regulation S-K Item 402(b)(ix).

Equity Incentive Compensation, page 9

6. We believe that investors will benefit from an expanded analysis of how you
arrived at and why you paid each particular  level of compensation for 2008.
For example, we note minimal discussion and analysis of how you determined specific stock option awards, as disclosed on pages 9 and 10.  We would expect to see a more focused discussion that provide s substantive analysis and insight into
how the Committee made actual payout dete rminations for the fiscal year for
which compensation is being reported.  Refer to paragraphs (b)(1)(iii) and (v)
of Regulation S-K Item 402.  In your res ponse and in future filings, please also
clarify the reasons for differences in the relativ e size of the grants among
the officers.

Please understand that discussion of the va rious items of cor porate and individual
performance that were considered by you must be accompanied by a complete qualitative and quantitative discussion of how you determined to award each
specific form and level of compensa tion.  You should provide complete
discussions of the specific factors co nsidered by the Committee in ultimately
approving this and other forms of compensation, includ ing the reasons why the
Committee believes that the amounts paid to each named executive officer are appropriate in light of the various items it considered in making specific
compensation decisions.
 Item 13.  Certain Relationsh ips and Related Transactions

 7. Please provide the disclosure requ ired by Regulation S-K Item 404(b).
 Compliance with Section 16(a) of the Securities Exchange Act of 1934, page 20

 8. We note your disclosure in the second pa ragraph under this h eading.  It appears
that you have not disclosed the number of late reports or  the number of
transactions that were no t reported on a timely basis by Messrs. Austin Marxe and
David Greenhouse.  Please tell us, and in fu ture filings include, the number of late
reports, the number of transactions that  were not reported on a timely basis, and
any known failure to file a required form  for all Section 16 reporting persons.
See Regulation S-K Item 405(a)(2).

Bradley C. Anderson
Amtech Systems, Inc.
March 31, 2009 Page 4  Financial Statements

 Note 13.  Acquisitions, page 63

 9. We refer to the disclosure in Note 13 on page 63 that “the valuation of acquired
assets was determined with the assi stance of an independent third-party
consultant.”  Please te ll us the nature and extent of  your reliance on the third party
for the asset valuations.
 Note 10.  Business Segment Disclosure, page 57

 10. Please tell us how you concluded that the solar and semiconductor equipment products meet the requirements of SFAS 131 to  be reported as one segment.
In addition, tell us your c onsideration of providing the product line disclosures
outlined in paragraph 37 of SFAS 131.
 Exhibits 31.1 and 31.2

 11. We note that you omitted a portion of the in troductory language in paragraph 4 of
Item 601(b)(31)(i) of Regulation S-K, wh ich refers to internal control over
financial reporting.  We also note that the certification in  Exhibit 31.2 includes
two paragraphs 4(c).  Finally, we note th at the word “condition” was omitted from
paragraph 3 of Exhibit 31.1 and was cha nged to “position” in paragraph 3 of
Exhibit 31.2.  Please file an amendment to the Form 10-K to include corrected
certifications.  You may file  abbreviated amendments to these documents that
include a cover page, explan atory note, signature page and paragraphs 1, 2, 4 and
5 of the certification.

Form 10-Q for the period ended December 31, 2008

Exhibits 31.1 and 31.2
 12. In future filings, including any amendments , please ensure that the wording of the
certification is exactly the same as that provided at Item 601(b)(31)(i) of
Regulation S-K.  For example, we note that you omitted the parenthetical phrase in paragraph 4(d) and changed the word “c ondition” to “position” in paragraph 3.
In future filings please revise to ensure that the certifications are consistent with
the required wording.

Bradley C. Anderson
Amtech Systems, Inc.
March 31, 2009 Page 5  Form 8-K/A dated November 2, 2007

 13. We note the reference in second paragraph of the audit report on page 1 that the
audit was conducted in accordance with international auditin g standards.
Please have your auditors revise their report to indicate that the audit was
conducted in accordance with generally a ccepted audited standards as required by
Article 2 of Regulation S-X.
 14. In the revised audit report, please present the city and count ry where signed as
required by Rule 2-02 of Regulation S-X.
 15. We note that the Form 8-K/A dated November 2, 2007 includes only audited
financial statements of R2D.  We also note the references in footnote (2) on pages
3 and 4 of Exhibit 99.4 to the financial statements of R2D as of June 30, 2007
“included elsewhere in this Form 8-K/A. ”  Please tell us where you have included
the interim financial statements as of June 30, 2007 required by Item 3-05 of
Regulation S-X in your 8-K/A filing.

*        *       *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
information.  Detailed cover letters greatly facilitate our  review.  Please submit your
cover letter on EDGAR.  Pleas e understand that we may ha ve additional comments after
reviewing your responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

Bradley C. Anderson
Amtech Systems, Inc. March 31, 2009 Page 6
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Jeanne Bennett, Staff Accountant, at  (202) 551-3606 or myself
at (202) 551-3676 if you have questions rega rding comments on the financial statements
and related matters.  Please contact Celia So ehner, Staff Attorney, at (202) 551-3463 or
Mary Beth Breslin, Senior Attorney, at (202) 551-3625 with any other questions.
         S i n c e r e l y ,             B r i a n  C a s c i o          A c c o u n t i n g  B r a n c h  C h i e f