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CORRESP
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July 1, 2009

Brian Cascio, Branch Chief
Division
of Corporation Finance
United States
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

    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. Cascio:

This letter sets forth the responses of
Amtech Systems, Inc. (the "Company") to your comment letter, dated June 17,
2009, relating to (i) the Form 10-K for the fiscal year ended September 30, 2008
of the Company filed with the Securities and Exchange Commission (the
"Commission") on December 10, 2008; (ii) the current report on Form 8-K/A filed
with the Commission on November 2, 2007; (iii) Form 10-Q for the quarter ended
March 31, 2009 filed with the Commission on May 11, 2009 and (iv) Form 8-K/A
filed with the Commission on June 5, 2009.

The Company is filing, via EDGAR, this
letter setting forth the Company's responses to comments of the Staff of the
Commission (the "Staff"). Enclosed as well are two hard copies of the Company's
response letter. We have included your original questions in addition to
providing our responses.

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
      of the American Electronics Association Salary Survey.

    R.

    We will make the
      requested disclosure in future filings.

Brian Cascio, Branch Chief
Division
of Corporation Finance
United States
Securities and Exchange Commission
July 1, 2009
Page 2 of 7

      Elements of Our Executive
      Compensation 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 filing that addresses how individual performance and specific
      contributions by each named executive officer are evaluated by the
      compensation committee and how such appraisal translates into actual
      compensation. With regard to the quantitative contributions that are
      assessed by the committee in granting annual 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 your discussion of your named executive
      officer’s responsibilities and objective and how your compensation levels
      reflect those responsibilities and objectives. We refer you to Regulation
      S-K item 402(b)(xii).

    R.

      In future filings, we will
      discuss how individual performance and specific contribution by each named
      executive officer are evaluated by the compensation committee and how such
      appraisal translates into actual compensation. We will also expand the
      discussion in future filings to disclose how the performance objectives we
      cite are weighted and how our named executive officers may achieve these
      goals. In future filings, we will generally expand the discussion of
      the responsibilities and objectives of our named executive officers and
      how their compensation levels reflect those responsibilities and
      objectives.

Item 13. Certain Relationships and
Related Party Transactions

    3.

      Please note that you must include
      disclosure 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/division/corpfin/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.

      R.

      In future filings, we will
      disclose our policies for the review, approval or ratification of related
      person transactions, even when we do not have reportable
      transactions.

Brian Cascio, Branch Chief
Division
of Corporation Finance
United States
Securities and Exchange Commission
July 1, 2009
Page 3 of 7

Form 8-K/A dated November 2,
2007

    4.

    We refer to your
      response to our prior comment 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 financial statement provided on pages 3 and 4 of the pro forma
      financial information meet these requirements.

    R.

    Item 2.01 of Form 8-K
      refers to the financials required by Item 9.01 of Form 8- K. Item 9.01
      refers to Rule 3-05(b)(2)(ii), which required us to file audited financial
      statements of the acquired company for at least the most recent fiscal
      years and any interim periods specified in Rule 3-01 and 3-02. We filed
      two years of audited financial statements as Exhibit 99.3 to the
      referenced Form 8-K/A. Rule 3-01(e) required us to present the balance
      sheet of the acquired company as of June 30, 2007, which we filed in
      Exhibit 99.4 as part of the pro forma information. See the column labeled
      R2D Ingenierie SAS on page 3 of Exhibit 99.4, Unaudited Pro Forma
      Condensed Combined Balance Sheet as of June 30, 2007.

    Rule 3-02(b) requires
      us to present, for any interim period between the latest audited balance
      sheet and the date of the most recent interim balance sheet being filed,
      and for the corresponding period of the preceding year, statements of
      income and cash flows of the acquired company. The statements of income
      and cash flows of the acquired company for the six month period between
      the December 31, 2006 audited balance sheet and the June 30, 2007 balance
      sheet were inadvertently omitted.
      Within the next 30 days, we will review
      the available information and prepare the inadvertently omitted interim
      financial statements and file them with the further amended Form 8-K/A
      referred to in our responses to comments number 6 and
  7.

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

Critical Accounting Policies, page 25

    5.

    In the
      interest of providing readers with 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 impairment test
        discussed in SFAS 142, including the reporting unit level at which you
        test goodwill for impairment and your basis for that
        determination;

Brian Cascio, Branch Chief
Division of
Corporation Finance
United States Securities
and Exchange Commission
July 1, 2009
Page 4 of 7

        Each of the valuation methodologies used to
        value goodwill (if multiple approaches are used), including sufficient
        information to enable a reader to understand how each of the methods
        differ, the assumed benefits of a valuation prepared under each method,
        and why management selected these methods as being the most meaningful
        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 those assumptions based upon reasonably likely
        changes;

        If applicable,
        how the assumptions and methodologies used for valuing goodwill in
        current year have changed since the prior year highlighting the impact
        of any changes.

    R.

    In future filings, we
      will expand our critical accounting policy for impairment of long-lived
      assets to provide better insight into management’s judgments into
      accounting for goodwill, as follows:

        We performed the two-step impairment test
        discussed in SFAS 142. In the first step, we estimated the fair value of
        the reporting unit and compared it to the carrying value of the
        reporting unit. Most of our reporting units are operating segments that
        are one level below the reportable segment into which they are
        aggregated. The one exception is P.R. Hoffman Machine Products, Inc.
        which is a reportable segment. When the carrying value exceeds the fair
        value of the reporting unit, the second step is performed to measure the
        amount of the impairment loss, if any. In the
        second step, the amount of the impairment loss was determined to be the
        excess of the carrying amount of the goodwill and other intangibles
        not subject to amortization over their implied
        fair value.

Brian Cascio, Branch Chief
Division
of Corporation Finance
United States
Securities and Exchange Commission
July 1, 2009
Page 5 of 7

        The methods
        used to estimate fair value of the reporting unit for the purpose of
        determining the implied fair value of goodwill include the market
        approach and discounted cash flows, as follows:

    i.

      One valuation methodology used is
      to determine the multiples of market value of invested capital (“MVIC”) of
      similar public companies to their revenue for the last twelve months
      (“LTM”) and next twelve months (“NTM”), and apply those multiples to the
      revenue for the comparable periods of the reporting unit being tested for
      impairment. One benefit of this approach is
      it is the closest to quoted market prices that are readily available.
      However, we generally give less weight to this method, because the market
      value of the minority interest of public companies may not be that
      relevant to the fair value of our wholly-owned reporting units, which are
      not public companies. Also, MVIC to revenue for the LTM uses a historical
      value in the denominator, while the market values tend to be forward
      looking; and MVIC of revenue for the NTM involves the use of projections
      for both the comparable companies and the reporting unit.

    ii.

      Another market approach that we
      sometimes use is based upon prices paid in merger and acquisition
      transactions for other companies in the same industry, again applying the
      MVIC to revenue of those companies to the historical and projected revenue
      of the reporting unit. When we use both market prices determined as
      described in (i), above, and prices paid in merger and acquisition
      transactions, we weight them to determine an indicated value under the
      market approach.

    iii.

      As stated, we also use discounted
      cash flows as an indication of what a third-party would pay for the
      reporting unit in an arms-length transaction. This method requires
      projections of EBITDA (earnings before interest, taxes, depreciation and
      amortization) and applying an appropriate discount rate based on the
      weighted average cost of capital for the reporting unit.

        We generally give the greatest weight, often
        75% or more, to the discounted cash flow method, due to difficulty in
        identifying a sufficient number of companies that are truly comparable
        to a given reporting unit. This is because two of our three reporting
        units are relatively small businesses serving niche markets.

        The material estimates and assumptions used
        in the discounted cash flows method of determining fair value include
        (i) the appropriate discount rate, given the risk-free rate of return
        and various risk premiums, (ii) projected revenues, (iii) projected
        material cost as a percentage of revenue, and (iv) the rate of increase
        in payroll and other expense. Quantitatively, the discount rate is the
        assumption that has the most pervasive effect on the discounted cash
        flows. We believe the discount rate used is appropriate, as we determine
        the discount rate based on input from a valuation firm, which applies
        various approaches taking into account the particular circumstances of
        the reporting unit in arriving at a recommendation. For annual
        valuations, we test the sensitivity of the assumptions used in our
        discounted cash flow projection with the aid of a valuation firm, which
        utilizes a Monte Carlo simulation model, wherein various probabilities
        are assigned to the key
assumptions.

Brian Cascio, Branch Chief

Division of Corporation
Finance
United States Securities and Exchange
Commission
July 1, 2009
Page 6 of 7

        In the current
        year, we performed a mid-year test of the impairment of the goodwill and
        other intangibles due to changing circumstances regarding the Bruce
        Technologies reporting unit. Specifically, Bruce Technologies continued
        to incur losses after a restructuring and cost reductions put into place
        during the prior fiscal year and expectations that semiconductor
        customers served by this reporting unit would not in the future achieve
        the kinds of growth rates they had in the past due to increased maturity
        of that industry. We used the same discount rate as used in the prior
        annual impairment test of this reporting unit, but the other assumptions
        became more conservative due to the changing circumstances. It was
        primarily the lowered projections of future revenue that resulted in a
        lower estimate of fair value and the impairment loss. The payroll and
        certain expense assumptions, however, were lowered to take into account
        a second restructuring of the reporting unit, which involved a
        significant reduction in the number of employees. The material cost
        assumption was also lowered to take into account a change in product
        mix.

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 statements and the related audit
    report.

    R.

      We will further amend the Form
      8-K to include a complete Exhibit 99.3, including the financial statements
      and the related audit report. We expect to file the further amended Form
      8-K along with the additional interim financials statements referred to in
      our response to comment number 4.

    7.

      Please revise the audit report to
      specifically state that the audit was conducted in accordance with
      “generally accepted auditing standards in the United
  States”.

      R.

      The auditor of the acquired
      company has revised their audit report to specifically state that the
      audit was conducted in accordance with generally accepted auditing
      standards in the United States. See response to comment number 6,
      above.

The Company acknowledges that