SecProbe.io

November 1, 2013

Via E -mail
Kevin J. Brewer
Executive Vice President and Chief Financial Officer
Axcelis Technologies, Inc.
108 Cherry Hill Drive
Beverly, MA 01915

 Re: Axcelis  Technologies, Inc.
Form 10-K for the Fiscal Year E nded December 31, 2012
  Filed March 1, 2013
File No. 000-30941

Dear Mr. Brewer :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten busines s days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments appl y to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2012

Item 8.  Financ ial Statements

Note 6. Inventories, net, page F -14

1. Please describe how you assessed the recoverability of dry strip inventory as of
December 31, 2012 for possible impairment.  Please also clarify how the assumption s
inherent in that assessment changed during the six months ended June 30, 2013 which led
to the $2.1 million impairment as described on page 9 of your Form 10 -Q for the fiscal
quarter ended June 30, 2013.

Kevin J. Brewer
Axcelis Technologies, Inc.
November 1, 2013
Page 2

 Note 13.  Stock Award Plans and Stock Based C ompensation, page F -18

2. For stock options granted after July 1, 2012, the company started using the simplified
method for estimating the expected life of options.  Previously, the company used a
forward looking lattice model.  Please respond to the followi ng:

 Please tell us why the company switched from a forward looking lattice model to
the simplified method for estimating the expected term for options granted after
July 1, 2012.  Refer to Question 6 of SAB Topic 14.
 Please tell us how the company applied  FASB ASC 718 -10-55-34 and Question 4
of SAB Topic 14 in determining the expected term of the options.
 Given that employee stock options do not typically vest until four years, please
explain why the lower end of the range is below four years.  Refer to Qu estion 3
of SAB Topic 14.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rule s require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to  our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taki ng any action with respect to the filing; 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.

You may contact Kevin Kuhar, Accounta nt, at (202) 551 -3662 or Kate Tillan , Assistant
Chief Accountant , at (202) 551 -3604  if you have questions regarding comments on the financial
statements and related matters.   In this regard, do not hesitate to contact me at (202) 551 -3671
with any other questions.

        Sincerely,

        /s/ Kate Tillan for

        Martin James
        Senior Assistant Chief Accountant