SecProbe.io

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

     DIVISION OF
CORPORATION FINANCE

       MAIL STOP 3030

June 17, 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 8-K/A filed November 2, 2007   Form 10-Q for the quarter ended March 31, 2009   Filed May 11, 2009   Form 8-K/A filed June 5, 2009

Dear Mr. Anderson:
We have reviewed your response dated May 18, 2009 and related filings and have
the following comments.  Where indicated, we think you should revise your documents
in response to these comments.  If you disagr ee, 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 information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.
 Please understand that the purpose of our revi ew process is to assist you in
your compliance with the applicable disclosu re 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 a ny other aspect
of our review.  Feel free to call us at the te lephone numbers listed at the end of this letter.

Bradley C. Anderson
Amtech Systems, Inc.
June 17, 2009 Page 2  Form 10-K for the fiscal year ended September 30, 2008

 Item 11.  Executive Compensation

 Determining Executive Compensation, page 7

 1. We note your responses to prior comments 2 and 3.  Please disclose in future
filings, if true, that you do not know the names of the individual companies that
comprise the American Electroni cs Association Salary Survey.
 Elements of Our Executive Co mpensation Program, page 8

 2. With regard to your response to prior comment 4, please note that we would
expect to see discussion in your future filings that addresses how individual performance and specific contributions by each  named executive officer are
evaluated by the compensation committee a nd how such appraisal translates into
actual compensation.  With regard to the quantitative contri butions that are
assessed by the committee in granting a nnual cash incentive bonuses, please
expand your discussion in future filings  to disclose how the performance
objectives you cite on page 9 apply to each named executive officer.  For example, it is unclear from your current disclosure whether these objectives are
weighted equally and how your named executive officers may achieve these goals.  Accordingly, please expand y our discussion of your named executive
officers’ responsibilities and objectives and how your compensation levels reflect
those responsibilities and object ives.  We refer you to Regulation S-K
Item 402(b)(xii).
 Item 13.  Certain Relationships and Related Party Transactions

 3. Please note that you must include disclo sure regarding policies for the review,
approval or ratification of related person transactions  under Item 404(b)(1) even
when you do not have any reportable transactions under Item 404(a).
See Question 130.06 of our Regulation S-K Compliance and Disclosure
Interpretations, available on our website at http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm
.
Accordingly, please include the discussion of your policy regarding the review of
related party transactions that you provided in response to prior comment 7 in your future filings.

Form 8-K/A filed November 2, 2007

4. We refer to your response to our prior co mment number 15.  Please tell us where
you have presented the interim financial statements required by Rules 3-01, 3-02,
3-05 and Article 10 of Regulation S-X.  In addition, tell us how the interim

Bradley C. Anderson
Amtech Systems, Inc.
June 17, 2009 Page 3
financial statements provided on pages 3 and 4 of the pro forma financial
information meet these requirements.

Form 10-Q for the quarter ended March 31, 2009

Critical Accounting Policies, page 25

5. In the interest of providing readers w ith a better insight into management’s
judgments into accounting for goodwill, please tell us and disclose the following in future filings:

• How you perform the two-step impair ment test discussed in SFAS 142,
including the reporting unit leve l at which you test goodwill for
impairment and your basis for that determination;

• Each of the valuation methodologie s used to value goodwill (if multiple
approaches are used), including suffici ent information to enable a reader
to understand how each of the methods differ, the assumed benefits of a
valuation prepared under each met hod, and why management selected
these methods as being the most mean ingful for the company in preparing
the goodwill impairment analysis;

• How you weight each of the methods used including the basis for that weighting (if multiple approaches are used);

• A quantitative and qualitative description of the material assumptions used and a sensitivity analysis of t hose assumptions based upon reasonably
likely changes;

• If applicable, how the assumptions and methodologies used for valuing
goodwill in the current year have change d since the prior year highlighting
the impact of any changes.
 Form 8-K/A filed June 5, 2009

 6. We note that your amended Form 8-K only includes the revised audit report for
the financial statements of R2D.  Please further amend the Form 8-K to include a
complete Exhibit 99.3, including the financial st atements and the related
audit report.
 7. Please revise the audit report to specifical ly state that the audit was conducted in
accordance with “generally accepted audi ting standards in the United States”.

Bradley C. Anderson
Amtech Systems, Inc. June 17, 2009 Page 4
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.
You may contact Jeanne Bennett, Staff Accountant, at  (202) 551-3606 or me at
(202) 551-3676 if you have questions regard ing 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