SecProbe.io

CORRESP
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filename1.htm

July 31, 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

    Form 8-K/A filed
      on June 5, 2009

    File No.
      000-11412

Dear Mr. Cascio:

This letter sets forth the responses of
Amtech Systems, Inc. (the "Company") to your comment letter, dated July 2, 2009,
relating to the Form 8-K/A filed with the Commission on June 5, 2009. The
Staff’s comments have been set forth below in italics and each is followed by
our response.

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

Form 8-K/A filed June 5,
2009

    1.

      We refer to your response to our prior comment number
      4. As previously requested, please tell us how you have complied with
      Rules 3-01, 3-02, 3-05 and Article 10 of Regulation S-X with regard to the
      interim financial statements of the acquired entity. Please tell us where
      you have provided the financial statements and footnote disclosures
      required by Rule 10-01(a). The Footnote disclosure should also include
      management’s standard representation on interim financial statements
      as required by Rule 10-01(b)(8) of Regulation
  S-X.

    R:

      On July 30, 2009, we filed a further amendment
      (“Amendment”) to the Form 8-K to include required interim financials
      statements and footnote disclosures required by Rule 10-01(a), as Exhibit
      99.4. The footnote disclosures in Exhibit 99.4 include management’s
      standard representation on interim financial
  statements.

Brian Cascio, Branch
Chief
Division of Corporation Finance
United States Securities and Exchange
Commission
July 31, 2009
Page 2 of 2

    2.

      We note your response to comment number 6 and 7. Please
      note that these comments remain open until you have filed an amendment to
      the Form 8-K with the requested changes. Please tell us when you will
      amend the Form 8-K as indicated in your response.

    R:

      The Amendment, discussed above, includes a complete
      Exhibit 99.3, including the financial statements and related audit report,
      as requested in your comment number 6. Furthermore, the related audit
      report included in that Amendment has been revised to specifically state
      that the audit was conducted in accordance with “generally accepted
      auditing standards in the United
States”.

The Company
acknowledges that it is responsible for the adequacy of the disclosure in the
filings, that staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with respect to
the filings; and the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

We trust that the
foregoing is responsive to your comments. If you have any questions or comments,
please contact the undersigned.

Best
regards,
Amtech
Systems, Inc.

Robert T. Hass,
CPA
Chief Accounting Officer

    CC:

    Michael Garnreiter, Chairman of the Audit Committee of
      the Board of Directors

    Christopher Johnson, Squire, Sanders & Dempsey
      L.L.P.