SecProbe.io

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   March 18, 2026   Via EDGAR   Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549-4561   Attn: Jan Woo   Re: Amtech Systems, Inc. Registration Statement on Form S-3 File No. 333-294296   Ladies and Gentlemen:   Pursuant to Rule 461 of the Securities Act of 1933, as amended, Amtech Systems, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement to 4:00 p.m., Eastern Time, on Monday, March 23, 2026, or as soon thereafter as practicable.   This letter shall also serve to confirm that the Company is filing the above-referenced registration statement under General Instruction I.B.6 of Form S-3.   Thank you for your assistance. Should you have any questions, please contact Gregory R. Hall of DLA Piper LLP (US) at (480) 606-5116. Very truly yours,   AMTECH SYSTEMS, INC.     /s/ Robert C. Daigle Robert C. Daigle President and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 16, 2026

Robert C. Daigle
Chief Executive Officer
Amtech Systems, Inc.
58 South River Drive, Suite 370
Tempe, Arizona 85288

 Re: Amtech Systems, Inc.
 Registration Statement on Form S-3
 Filed March 13, 2026
 File No. 333-294296
Dear Robert C. Daigle:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jan Woo at 202-551-3453 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Gregory R. Hall
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
February 15, 2024
Lisa Gibbs
Chief Financial Officer
Amtech Systems, Inc.
131 South Clark Drive
Tempe, Arizona 85288
Re:Amtech Systems, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2023
Filed December 14, 2023
File No. 000-11412
Dear Lisa Gibbs:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology

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  Amtech Systems, Inc.
131 South Clark Drive
Tempe, AZ 85288

  Via EDGAR

  February 9, 2024

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street N.E.

  Mail Stop 3010CF/AD8

  Washington, DC 20549

  Attn:	Eric McPhee

  	Kristina Marrone

  	Benjamin Holt

  	Dorrie Yale

  Re: 	Amtech Systems, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2023
Filed December 14, 2023
File No. 000-11412

  Ladies and Gentlemen:

  This letter sets forth the response of Amtech Systems, Inc., an Arizona corporation (the “Company”), to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) contained in the letter dated February 1, 2024, pertaining to the Form 10-K for the fiscal year ended September 30, 2023 (the “2023 10-K”).  We have included the Staff’s comments below, followed by the Company’s responses thereto.

  Form 10-K for the Fiscal Year Ended September 30, 2023

  Liquidity and Capital Resources, page 42

  1.	We note that on page 44 and elsewhere in your Form 10-K you disclose that you were not in compliance with the Debt to EBITDA and Fixed Charge Coverage Ratio financial covenants under your loan agreement, and that you entered into a forbearance agreement with the bank related to such non-compliance, pursuant to which the bank agreed to forbear through January 17, 2025 from exercising its rights and remedies available to it as a result of such defaults. In future filings, please expand your disclosures of liquidity and capital resources to address the following:

  ·Describe the terms of each covenant covered by the forbearance agreement, or any similar agreements, including a presentation of the required and actual ratio/amount as of the most recent compliance date.

  ·Explain how additional future violations of this or other debt covenants would impact your liquidity and capital resources. Specifically, you should state whether

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  February 9, 2024

  Page 2

  noncompliance with any covenants could lead to the acceleration of payments due under any of your debt arrangements. Refer to Items 303(b)(1) and (c)(1) of Regulation S-K.

  Response:

  In future filings, we will add the following disclosure to the liquidity and capital resources section of our quarterly reports on Form 10-Q and our Form 10-K for the fiscal year ending September 30, 2024:

  “Under the amended Loan Agreement, the Company is required to comply with the following financial covenants:

  •Maintaining, on a consolidated basis, a minimum EBITDA (as defined in the Loan Agreement) through the fiscal year ending September 30, 2024, measured on a quarterly basis (the “Minimum EBITDA Covenant”).  The Minimum EBITDA Covenant amount increases each quarter during such period.  At December 31, 2023, we were in compliance with the Minimum EBITDA Covenant for such period (not less than negative EBITDA of $1.2 million), with actual positive EBITDA of $0.2 million for such period.  The Minimum EBITDA Covenant replaced the Senior Debt to EBITDA covenant set forth in the original Loan Agreement.

  •As of the end of each of the Company’s fiscal years, commencing for the fiscal year ending September 30, 2024, the Company must maintain a ratio of (a) the total for such fiscal year of EBITDAR (as defined in the Loan Agreement) minus the sum of all income taxes paid in cash plus cash dividends/distributions plus maintenance Capital Expenditures (as defined in the Loan Agreement) plus management fees paid in cash, to (b) the sum for such fiscal quarter of (1) Interest Charges (as defined in the Loan Agreement) plus (2) required payments of principal on Debt (as defined in the Loan Agreement) (including the Term Loan, but excluding the Revolver) plus (3) operating lease/rent expense, of not less than 1.30 to 1.00 based on a trailing four (4) quarter basis (the “Fixed Charge Coverage Ratio Covenant”). Prior to entering into the Forbearance Agreement, this covenant was measured as of the end of each of the Company’s fiscal quarters, beginning March 31, 2023.

  •As of the end of each of the Company’s fiscal quarters, commencing March 31, 2023, the Company must maintain a consolidated working capital of current assets (excluding related party receivables and prepaid expenses) minus current liabilities of at least $35.0 million.  This financial covenant is unchanged in the Forbearance Agreement.

  If the Lender does not extend the Forbearance Period or otherwise grant a waiver in the future for the covenant defaults described above, an event of default under the Loan Agreement would exist.  To the extent the Lender so elects, the outstanding indebtedness under the Loan Agreement could be accelerated following the expiration of any applicable cure periods, causing such debt to be immediately due and payable.  In addition, should the Company default in its obligation to

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  February 9, 2024

  Page 3

  comply with any of the covenants described immediately above during the Forbearance Period, an event of default would then exist, and, absent a further forbearance agreement or waiver granted by the Lender, the Lender would have the right to accelerate the indebtedness following the expiration of any applicable cure periods, causing such debt to be immediately due and payable.  Both of the foregoing events would also result in the termination of all commitments to extend further credit under the Loan Agreement. There is no guarantee we will have sufficient liquidity to repay our outstanding debt under the Loan Agreement in full if such debt were accelerated.  As of December 31, 2023, we had $17.0 million in cash and cash equivalents, and $10.0 million in debt under the Loan Agreement.  If we are unable to pay such debt as it comes due, or obtain waivers for such payments, our Lender could foreclose on the assets securing such debt. These events could materially adversely affect our business, results of operations and financial condition.”

  If you have any further questions or comments, please contact the undersigned at
(480) 967-5146 or lgibbs@amtechsystems.com.

  Sincerely,

  Lisa D. Gibbs

  Chief Financial Officer

United States securities and exchange commission logo
February 1, 2024
Lisa Gibbs
Chief Financial Officer
Amtech Systems, Inc.
131 South Clark Drive
Tempe, Arizona 85288
Re:Amtech Systems, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2023
Filed December 14, 2023
File No. 000-11412
Dear Lisa Gibbs:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2023
Liquidity and Capital Resources, page 42
1.We note that on page 44 and elsewhere in your Form 10-K you disclose that you were not
in compliance with the Debt to EBITDA and Fixed Charge Coverage Ratio financial
covenants under your loan agreement, and that you entered into a forebearance agreement
with the bank related to such non-compliance, pursuant to which the bank agreed to
forbear through January 17, 2025 from exercising its rights and remedies available to it as
a result of such defaults. In future filings, please expand your disclosures of liquidity and
capital resources to address the following:
•Describe the terms of each covenant covered by the forebearance agreeement, or any
similar agreements, including a presentation of the required and actual ratio/amount
as of the most recent compliance date.
•Explain how additional future violations of this or other debt covenants would impact
your liquidity and capital resources. Specifically, you should state whether
noncompliance with any covenants could lead to the acceleration of payments

 FirstName LastNameLisa Gibbs
 Comapany NameAmtech Systems, Inc.
 February 1, 2024 Page 2
 FirstName LastName
Lisa Gibbs
Amtech Systems, Inc.
February 1, 2024
Page 2

due under any of your debt arrangements. Refer to Items 303(b)(1) and (c)(1)
of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-551-
3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

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		Document

February 2, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:     Ms. Heather Percival

Re:    Amtech Systems, Inc.

Registration Statement on Form S-3, as amended

Originally filed January 18, 2017 and amended on February 2, 2017

File No. 333-215604

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Amtech Systems, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the above-referenced registration statement, as amended (the “Registration Statement”), and declare the Registration Statement effective under the Securities Act at 4:00 p.m., Washington, D.C. time, on Monday, February 6, 2017, or as soon thereafter as practicable. We also request the Commission specifically confirm such effective date and time in writing to Robert T. Hass (RTHass@amtechsystems.com) and Jaime R. Daddona (jaime.daddona@squirepb.com).

The Company acknowledges that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action, or absence of action by the staff of the Commission.

Thank you for your assistance.

Very truly yours,

Amtech Systems, Inc.

By:

 /s/ Robert T. Hass

 Robert T. Hass

 Vice President - Finance and Chief Financial Officer

cc:    Jaime R. Daddona, Squire Patton Boggs (US) LLP

Mail Stop 3030
March 18 , 2016

Via E -mail
Bradley C. Anderson
Executive Vice President
 and Chief Financial Officer
Amtech Systems, Inc.
131 South Clark Drive
Tempe, Arizona 85281

Re: Amtech Systems , Inc.
Form 10 -K for Fiscal Year Ended September 30, 2015
Filed November 19, 2015
 File No. 0 00-11412

Dear Mr. Anderson :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal secur ities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules req uire.

Sincerely,

  /s/ Martin James

Martin James
Senior Assistant Chief Accountant
Office of Electronics and Machinery

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[Amtech Systems, Inc. Letterhead]

February 17, 2016

Via EDGAR

Martin James, Senior Assistant Chief Accountant

Division of Corporation Finance - Office of Electronics and Machinery

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, 2015

Filed November 19, 2015

File No. 000-11412

Dear Mr. James:

This letter sets forth the responses of Amtech Systems, Inc. (the "Company") to the comment letter, dated February 2, 2016, from the staff (“Staff”) of the United States Securities and Exchange Commission (“Commission”) relating to the Company’s Form 10-K filed with the Commission on November 19, 2015.

The Company is filing, via EDGAR, this letter setting forth the Company's responses to comments of the Staff.  The Staff’s comments have been set forth below in italics and each is followed by our response.

Form 10-K for the fiscal year ended September 30, 2015

Sales and Marketing, page 11

1.

 Please revise to disclose the name and the relationship, if any, with Amtech Systems, of the customers who accounted for 15% and 11% of your net revenue in 2015 and the customers who accounted for 18% and 11% of your net revenue in 2014. Refer to Item 101(c)(1)(vii) of Regulation S-K.

R:

 The Company respectfully advises the Staff that, while certain customers in 2015 and 2014 accounted for 10% or more of our consolidated revenues, loss of any one of these customers would not have a material adverse effect on the registrant and its subsidiaries taken as a whole. We note that our largest customer has been different in each of the last three years and the ranking of our largest customers with respect to percentage of our consolidated revenue, most of whom represent less than 10% of consolidated revenue in most fiscal years, varies from year to year.  Our products/systems are designed to operate and satisfy the needs of our customers for many years; thus, significant sales to the same customers in consecutive years generally do not occur.  Since we do not rely on the same customers who represent greater than 10% of our consolidated revenues for recurring revenue of a similar magnitude year over year, we do not believe that the loss of any one of these customers would have a material adverse effect on future operations or the financial condition of the Company taken as a whole.  In light of the foregoing, the Company respectively submits that it believes further disclosure in this regard is not warranted.  In future filings, we will continue to carefully consider whether we should disclose the names of customers

representing greater than 10% of our consolidated revenues, the loss of whom would have a material adverse effect on the Company and our subsidiaries taken as a whole.

 Item 8. Financial Statements

Accounts Receivable and Allowance for Doubtful Accounts, page 51

2.

 In the column for 2015 you show an adjustment of $1,090,000. In future filings please revise the table to describe your other additions and deductions and the accounts charged. Refer to Rule 12-09 of Regulation S-X.

R:

 In future filings, we will describe the other additions and deductions and the other accounts charged in accordance with Rule 12-09 of Regulation S-X.

Note 1. Summary of Significant Accounting Policies

Warranty, page 54

3.

 In future filings please disclose the methodology you used in determining your liability for product warranties and separately show in your tabular reconciliation for the warranty liability the aggregate reductions in that liability for payments made under the warranty, the aggregate changes in the liability for accruals related to product warranties issued during the reporting period, and the aggregate changes in the liability for accruals related to preexisting warranties (including adjustments related to changes in estimates) in accordance with ASC 460-10-50-8(b) and (c).

R:

 In future filings, we will disclose the methodology used in determining our liability for product warranties and we will separately report the required tabular disclosures in accordance with ASC 460-10-50-8(b) and (c).

Note 10. Income Taxes, page 67

4.

 Please revise future filings to disclose the components of income (loss) before income tax expense (benefit) as either domestic or foreign in accordance with Rule 4-08(h)(1)(i) of Regulation S-X.

R:

 In future filings, we will disclose the components of income (loss) before income tax expense (benefit) as either domestic or foreign in accordance with Rule 4-08(h)(1)(i) of Regulation S-X.

Note 14. Acquisitions, page 72

5.

 You disclose pro forma information for the fiscal year ended September 30, 2013 for your fiscal 2015 acquisition of BTU International. In future filings please only present comparative pro forma information for the period of the acquisition and the comparable annual reporting period. Refer to ASC 805-10-50-2(h)(3).

R:

 In future filings, we will only present comparative pro forma information for the period of the acquisition and the prior comparable annual reporting period in accordance with ASC 805-10-50-2(h)(3).

Note 15. Deconsolidation, page 73

6.

 Please explain how you considered ASC 810-10-40-5 and 40-4A related to the carrying amount of any noncontrolling interest in the former subsidiary (including any accumulated other comprehensive

2

income attributable to the noncontrolling interest) at the date Kingstone was deconsolidated in determining the amount of the gain.

R:

 In accordance with 810-10-40-4A, we derecognized all assets, liabilities and equity components related to Kingstone.  Our derecognition of equity included derecognition of noncontrolling interest and amounts previously recognized in accumulated other comprehensive income as well as foreign currency translation adjustments related to Kingstone.  The carrying amounts of noncontrolling interest and accumulated other comprehensive income attributable to the noncontrolling interest were included in the gain calculation in accordance with 810-10-40-5.

7.

 Please tell us the significant terms related to the agreements including the sale of exclusive sales and service rights in the solar ion implant equipment. Tell us whether the payment of $5.6 million is in addition to the amount you will receive for the sale of part of your interest in Kingstone. Also tell us your consideration of filing the agreements related to the Kingstone transactions as exhibits under Item 601(b)(10) of Regulation S-K.

R:

 Please refer to Item 1.01 of the Company’s Current Report on Form 8-K, filed with the Commission on July 22, 2015, where we summarize the significant terms of the Investment Agreement and the Sale and Service Agreement, as follows:

Investment Agreement

•

 Amtech’s ownership in Kingstone Hong Kong changes from 55% to 15%

•

 Kingstone Hong Kong’s ownership in Kingstone Shanghai changes from 100% to 68.75%

•

 The Company will receive $4,000,000 for a portion of its equity interest in Kingstone Hong Kong

•

 The Company will be repaid the outstanding principal amount of US$4,000,000 under the Solar Tool Loan Agreement dated December 9, 2011

•

 Agreement is subject to entering into Sale and Service Agreement

Sale and Service Agreement

i.

 Reaffirms the Company’s exclusive right to sell and service the products of Shanghai Kingstone (subject to Shanghai Kingstone’s right to sell and service products of Shanghai Kingstone in China),

ii.

 Provides that Shanghai Kingstone and/or Kingstone Hong Kong will purchase from the Company such exclusive right for US$5,600,000 by the earlier of (a) March 31, 2016 or (b) the commencement of any public offering process of Shanghai Kingstone, and

iii.

 Confirms the Company’s non-exclusive sales and service right in connection with the products of Shanghai Kingstone after the purchase in item (ii) has been consummated

The payment of $5.6 million is in addition to the amount we received for the partial sale of our interest in Kingstone covered under the Investment Agreement.

Please note that, pursuant to Commission CDI 202.01 and Item 601 of Regulation S-K, the Investment Agreement was filed as an exhibit under Item 601(b)(10) of Regulation S-K with our Form 10-Q filed on August 6, 2015 for the quarter ended June 30, 2015, as we considered this to be a material transaction that was not part of our ordinary course of business, because it changes our ownership interest in a subsidiary from majority control to a minority interest.

3

Unlike the Investment Agreement, we do not consider the Sale and Service Agreement to be a Material Contract under Item 601(b)(1) of Regulation S-K.  Also, we have already disclosed the terms of the Sale and Service Agreement as referenced above.  We do not consider the Sale and Service Agreement to be material to the Company because the Company’s revenue derived from the exclusive right to sell and service the products of Shanghai Kingstone has not represented a material portion of our consolidated revenues and, after the sale of such exclusive rights, we will retain the non-exclusive rights for which we have a base of potential customers. In the event Shanghai Kingstone and/or Kingstone Hong Kong purchases the Company’s exclusive rights for the $5.6 million, we have determined that such disposition would be immaterial to the Company as the proceeds would represent an insignificant portion of our consolidated assets.

8.

 Please tell us your consideration of the requirements of Item 2.01 of Form 8-K related to the disposition of your controlling interest in Kingstone.

R:

 Based on our consideration of the requirements of Item 2.01 of Form 8-K, we determined that the disposition did not involve a significant amount of assets, and thus the filing of an Item 2.01 Form 8-K was not required in these circumstances.  Pursuant to Instruction 4 to Item 2.01 of Form 8-K, we performed the calculations required under Item 2.01 of Form 8-K to determine if this was a disposition of a significant amount of assets. Pursuant to Instruction 4(i), we determined the assets disposed of did not exceed 10% of our total assets and the payment received did not exceed 10% of our total assets. Pursuant to Instruction 4(ii), we determined that the business was not a significant subsidiary as defined in Section 210.1-02(w), as (1) our investments in and advances to the subsidiary did not exceed 10% of our total assets, (2) our proportionate share of the total assets of the subsidiary does not exceed 10% of our total assets, and (3) our equity in Kingstone’s net income did not exceed 10% of our net income.

Item 9A. Controls and Procedures

Management’s Report on Internal Control Over Financial Reporting, page 75

9.

 The audit report on page 44 refers to the framework Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Please confirm to us that management also used the COSO framework of 2013 in performing its assessment and revise the report in the requested amended Form 10-K to disclose the framework used, as required by Item 308(a)(2) of Regulation S-K.

R:

 We confirm that management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013) in performing its assessment of the effectiveness of internal control over financial reporting.  We will revise Management’s Report on Internal Control Over Financial Reporting in an amended Form 10-K.

4

Item 11. Executive Compensation, page 76

10.

 We note that you increased base salary and option awards compensation for your three named executive officers by significant amounts during fiscal year 2015. Please revise your disclosure in your Form 10-K to explain what factors you considered in the decision to make these material increases in compensation. Refer to Item 402(b)(2)(ix) of Regulation S-K. In this regard, we also note your disclosure on page 13 of your definitive proxy statement filed on January 25, 2016 that the compensation committee considers “the roles and performance.” Please revise to discuss and analyze how individual performance contributes to actual base salary compensation for named executive officers. Refer to Item 402(b)(2) (vii) of Regulation S-K.

R:

 We will revise the disclosure in our Form 10-K to explain the increases in the compensation of our named executive officers as well as revise, discuss and analyze in our definitive proxy statement how individual performance contributes to actual base salary compensation for named executive officers.

11.

 We note the disclosure on page 11 of your definitive proxy statement regarding your pay positioning compared to your peer group companies. Please revise your disclosure in your Form 10-K to discuss how each element of compensation relates to the data you analyzed from peer companies and include an analysis of where actual payments fell within the targeted parameters. If any of your named executive officers are compensated at levels that are materially different from targeted levels of compensation, please provide a discussion and analysis as to why. Refer to Item 402(b)(2)(xiv) of Regulation S-K.

R:

 We will revise the disclosure in our Form 10-K to discuss how each element of compensation relates to the peer company data and will include an analysis of where actual compensation fell within the targeted parameters.  The discussion and analysis will include why our named executive officers are compensated at levels that are materially different from targeted levels of compensation.

Signatures, page 77

12.

 We note your Form 10-K has not been signed by the registrant. Please amend your Form 10-K to include both sets of signatures that are required by the “Signatures” section and by General Instruction D of Form 10-K.

R:

 We will amend our Form 10-K to include both sets of signatures that are required by the instructions of Form 10-K.

The Company acknowledges that it is responsible for the adequacy and accuracy 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.

5

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.

/s/ Bradley C. Anderson

Bradley C. Anderson

Chief Financial Officer

cc:

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

Jaime Daddona, Squire Patton Boggs (US) LLP

6

Mail Stop 3030
February 2 , 2016
Via E -mail
Bradley C. Anderson
Executive 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 Fiscal Year Ended September 30, 2015
Filed November 19 , 2015
 File No. 0 00-11412

Dear Mr. Anderson :

We have reviewed your filing and 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments .

Form 10 -K for the Fiscal Year Ended September 30, 2015

Sales and Marketing, page 11

1. Please revise to disclose the name and the relationship, if any, with Amtech Systems, of
the customers who accounted for 15% and 11% of your net revenue in 2015 and the
customers who accounted for 18% and 11% of your net revenue in 2014.  Refer to Item
101(c)(1)(vii) of Regulation S -K.

Item 8.  Financial Statements

Accounts Receivable and Allowance for Doubtful Accounts, page 51

2. In the column for 2015 you show an adjustment of $1,090,000.  In future filings please
revise the table to describe your other  additions and deductions and the accounts charged.
Refer to Rule 12 -09 of Regulation S -X.

Bradley C. Anderson
Amtech Systems , Inc.
February 2, 2016
Page 2

 Note 1.  Summary of Significant Accounting Policies

Warranty, page 54

3. In future filings please disclose the methodology you used in determining your liability
for product warranties and separately show in your tabular reconciliation for the warranty
liability the aggregate reductions in that liability for payments made under the warranty,
the aggregate changes in the liability for accruals related to product warran ties issued
during the reporting period, and the aggregate changes in the liability for accruals related
to preexisting warranties (including adjustments related to changes in estimates) in
accordance with ASC 460 -10-50-8(b) and (c).

Note 10.  Income Taxe s, page 67

4. Please revise future filings to disclose the components of income (loss) before income tax
expense (benefit) as either domestic or foreign in accordance with Rule 4 -08(h)(1)(i) of
Regulation S -X.

Note 14.  Acquisitions, page 72

5. You disclose p ro forma information for the fiscal year ended September 30, 2013 for
your fiscal 2015 acquisition of BTU International.  In future filings please only present
comparative pro forma information for the period of the acquisition and the comparable
annual re porting period.  Refer to ASC 805 -10-50-2(h)(3).

Note 15. Deconsolidation, page 73

6. Please explain how you considered ASC 810 -10-40-5 and 40 -4A related to the carrying
amount of any noncontrolling interest in the former subsidiary (including any
accumulat ed other comprehensive income attributable to the noncontrolling interest) at
the date Kingstone was deconsolidated in determining the amount of the gain.

7. Please tell us the significant terms related to the agreements including the sale of
exclusive sales  and service rights in the solar ion implant equipment.  Tell us whether the
payment of $5.6 million is in addition to the amount you will receive for the sale of part
of your interest in Kingstone.  Also tell us your consideration of filing the agreements
related to the Kingstone transactions as exhibits under Item 601(b)(10) of Regulation S -
K.

8. Please tell us your consideration of the requirements of Item 2.01 of Form 8 -K related to
the disposition of your controlling interest in Kingstone.

Bradley C. Anderson
Amtech Systems , Inc.
February 2, 2016
Page 3

 Item 9A.  Co ntrols and Procedures

Management’s Report on Internal Control Over Financial Reporting, page 75

9. The audit report on page 44 refers to the framework Internal Control - Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).  Please confirm to us that management also used the
COSO framework of 2013 in performing its assessment and revise the report in the
requested amended  Form 10 -K to disclose the framework used, as required by Item
308(a)(2) of Re gulation S -K.

Item 11. Executive Compensation, page 76

10. We note that you increased base salary and option awards compensation for your three
named executive officers by significant amounts during fiscal year 2015.  Please revise
your disclosure in your Form 10 -K to explain what factors you considered in the decision
to make these material increases in compensation.  Refer to Item 402(b)(2)(ix) of
Regulation S -K.  In this regard, we also note your disclosure on page 13 of your
definitive proxy statement f iled on January 25, 2016 that the compensation committee
considers “the roles and performance.”  Please revise to discuss and analyze how
individual performance contributes to actual base salary compensation for named
executive officers.  Refer to Item 402 (b)(2 ) (vii) of Regulation S -K.

11. We note the disclosure on page 11 of your definitive proxy statement regarding your pay
positioning compared to your peer group companies.  Please revise your disclosure in
your Form 10 -K to discuss how each element of comp ensation relates to the data you
analyzed from peer companies and include an analysis of where actual payments fell
within the targeted parameters.  If any of your named executive officers are compensated
at levels that are materially different from target ed levels of compensation, please provide
a discussion and analysis as to why.  Refer to Item 402(b)(2)(xiv) of Regulation S -K.

Signatures, page 77

12. We note your Form 10 -K has not been signed by the registrant.  Please amend your Form
10-K to include both  sets of signatures that are required by the “Signatures” section and
by General Instruction D of Form 10 -K.

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 rules 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 th e disclosures they have made.

Bradley C. Anderson
Amtech Systems , Inc.
February 2, 2016
Page 4

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 taking 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 f ederal securities laws of the United States.

You may contact Andri Boerman  at (202) 551-3645 or Kate Tillan , Assistant Chief
Accountant,  at (202) 551-3604  if you have questions regarding comments  on the financial
statements and related matters.   Please contact Brian Soares  at (202) 551 -3580 with any other
questions.

Sincerely,

 /s/ Kate Tillan for

Martin James
Senior Assistant Chief Accountant
Office of Electronics and Machinery

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

       DIVISION OF
CORPORATION FINANCE
       September 2, 2014

Via E -mail

Brad Anderson
Chief Financial Officer
Amtech Systems, Inc.
131 South Clark Drive
Tempe, Arizona   85281

 Re: Amtech Systems, Inc.
  Form 10 -K for the fis cal year ended September  30, 201 3
  Filed December 11, 2013
  File No. 000-11412

Dear M r. Anderson :

We have completed our review of your filings.  We remind you that our
comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filings and the
company may not assert staff comments as a defe nse in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.  We
urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filings to be certain that the filings i nclude the information the Securities Exchange
Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Brian Cascio

Brian Cascio
Accounting Branch Chief

CORRESP
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		Response 8-2014

[Amtech Systems, Inc. Letterhead]

August 29, 2014

Via EDGAR

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, 2013

Filed December 11, 2013

Form 10-Q for the quarterly period ended June 30, 2014

Filed August 7, 2014

File No. 000-11412

Dear Mr. Cascio:

This letter sets forth the responses of Amtech Systems, Inc. (the "Company") to your comment letter dated August 18, 2014, relating to the Form 10-K filed with the Commission on December 11, 2013 and the Form 10-Q filed with the Commission on August 7, 2014.

The Company is filing, via EDGAR, this letter setting forth the Company's responses to comments of the Staff of the Commission (the "Staff").  To facilitate the Staff’s review, this letter includes each of the Staff’s comments in italics followed by a response to the Staff’s comments.  All references to “we,” “our,” or similar terms refer to the Company.

Form 10-K for the fiscal year ended September 30, 2013

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 33

1.

 We see that you generated 80% of net revenue outside of North America. Please revise future filings to disclose the amount of cash and cash equivalents as well as liquid investments held by your foreign subsidiaries at September 30, 2013 and quantify the amount that would not be available for use in the U.S. without incurring U.S. taxes.

Response: In future filings, we will disclose, in the Liquidity and Capital Resources section of Management’s Discussion and Analysis of Financial Condition and Results of Operations, the amount of cash and cash equivalents as well as liquid investments held by our foreign subsidiaries and we will quantify the amount that would not be available for use in the U.S. without incurring U.S. taxes.

Consolidated Financial Statements

Note 1. Revenue Recognition, page 46

2.

 We see from your disclosure that you allocate revenue to multiple deliverables equal to the total sales price less the greater of the (1) relative fair value of the undelivered items and (2) all contingent portions of the sales agreement.  Please explain to us how you apply FASB ASC 605-25-30, which requires arrangement consideration to be allocated based on the relative selling price to all deliverables in your multiple element arrangements.  Please identify each unit of accounting and discuss how you determine the selling price for each deliverable under FASB ASC 605-25-30-2.  Please also include clarifying disclosure in future filings.

Response: In the disclosures related to our revenue recognition policy, we referred to “relative fair value”.  However, when applying our accounting policy we actually are using the “relative selling price”.  We will clarify this reference in all future filings.  The first paragraph of our revenue recognition policy, therefore, will read as follows:

Revenue Recognition - We review product and service sales contracts with multiple deliverables to determine if separate units of accounting are present.  Where separate units of accounting exist, revenue allocated to delivered items is the lower of the relative selling price of delivered items in the sales arrangement or the portion of the selling price that is not contingent upon performance of the service.

Our selling prices include both equipment and services, i.e., installation and start-up services performed by our service technicians.  The equipment and services are the multiple deliverables.

In applying FASB ASC 605-25-30, we determine the standalone selling price for each deliverable using vendor-specific objective evidence (VSOE), third party evidence (TPE), or our best estimate of the standalone selling price.

•

 Equipment - In our industry, equipment is not normally sold without installation services, therefore, we do not have reliable VSOE or TPE for our equipment on a standalone basis.  Our best estimate for the selling price of our equipment is the selling price of the equipment and installation minus the selling price of the installation services.

•

 Services - We do sell post-warranty services, which are generally billed at standard rates for the service technicians’ time and the cost of travel.  These post-warranty services do not materially differ from the services sold with the equipment in arrangements with multiple deliverables.  Therefore, the selling price for this deliverable is determined by multiplying standard rates for service by the estimated number of hours required and the cost of travel for the particular sales arrangement.

Another key consideration in our recognition of revenue is the portion of the selling price that is contingent upon performance of the services.  According to ASC 605-25-30-2 “Arrangement consideration shall be allocated at the inception of the arrangement to all deliverables on the basis of their relative selling price (the relative selling price method), except as specified in paragraphs 605-25-30-4 through 30-5”.

According to ASC 605-25-30-5 “The amount allocable to the delivered unit or units of accounting is limited to the amount that is not contingent upon the delivery of additional items or meeting other specified performance conditions (the noncontingent amount). That is, the amount allocable to the delivered unit or units of accounting is the lesser of the amount otherwise allocable in accordance with paragraphs 605-25-30-2 and 605-25-30-4, or the noncontingent amount”.

In applying ASC 605-25-30-5, our recognition of revenue upon delivery of  equipment is limited to the lesser of i) the total selling price minus the relative selling price of the undelivered services or ii) the non-contingent amount.

Note 10. Income Taxes, page 60

3.

 In future filings please provide the disclosures related to undistributed earnings of foreign subsidiaries as required FASB ASC 740-30-50-2.

Response: In future filings, we will provide the disclosures related to undistributed earnings of foreign subsidiaries as required by FASB ASC 740-30-50-2.

Form 10-Q for the quarterly period ended June 30, 2014

Condensed Consolidated Financial Statements

Note 1. Basis of Presentation, Warranty, page 11

1.

 We see that your warranty accrual significantly declined from $1.7 million at June 30, 2013 to $766,000 at June 30, 2014. Please revise future filings to provide a discussion of the reasons for changes in judgments or estimates that resulted in a significant decrease in your warranty accrual.

Response: The recent decline in our warranty accrual resulted from fulfillment of warranty obligations in excess of new warranties.  Our judgments and estimates have not changed during the reporting periods.  In the event our judgments or estimates change, and they have a material impact on our warranty accrual, we will disclose the reasons for such changes in future filings.

The Company acknowledges that it is responsible for the adequacy and accuracy 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 appreciate the efforts of the Staff and look forward to resolving the above comments as soon as possible.  Please do not hesitate to contact Mr. Christopher D. Johnson or Ms. Jaime R. Daddona, counsel to the Company, at (602) 528-4000, or myself at (480) 967-5146 should you have any questions regarding the responses set forth above.

Best regards,

Amtech Systems, Inc.

/s/ Bradley C. Anderson

Bradley C. Anderson

Chief Financial Officer

cc:

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

Christopher Johnson, Squire Patton Boggs (US) LLP

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

       DIVISION OF
CORPORATION FINANCE
       August 18, 2014

Via E -mail

Brad Anderson
Chief Financial Officer
Amtech Systems, Inc.
131 South Clark Drive
Tempe, Arizona   85281

 Re: Amtech Systems, Inc.
  Form 10 -K for the fis cal year ended September  30, 201 3
  Filed December 11, 2013
  Form 1 0-Q for the quarterly  period  ended June 30, 2014
  Filed August 7,  2014
  File No. 000-11412

Dear M r. Anderson :

We have reviewed your filing s and have the following comment s. We have limited
our review to only your financial statements and related disclosures and do not intend to
expand our review to other portions of your documents.  In our comment s, we may ask you
to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten busine ss days  by providing the requested
information or by advising us when you will pr ovide the requested response.  If you do
not believe our comment s apply  to your facts and circumstances , pleas e tell us why in
your response.

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

Form 10 -K for the fiscal year ended September 30, 2013

Item 7.  Management’s Discussion and Analysis of Financial Condition an d Results of
Operat ions

Liquidity and Capital Resources, page 33

1. We see that you generated 80% of net revenue outside of North America. Please
revise future filings to disclose the  amount of cash and cash equivalents as well as

Brad Anderson
Amtech Systems, Inc.
August 18, 2014
Page 2

 liquid investments held by your foreign s ubsidiaries at September 30, 2013  and
quantify the amount  that would not be available for use in the U.S.  without
incurring U.S taxes.

Consolidated Financial Statements

Note 1. Revenue Recognition, page 46

2. We see from your disclosure that you allocate revenue to multiple deliverables
equal to the total sales price less the greater of the (1) relative fair value of the
undelivered items and (2) all contingent portions of the sales agreement.   Please
explain to us how you apply FASB ASC 605 -25-30, which requires ar rangement
consideration to be allocated based on the relative selling price to all deliverables
in your multiple element arrangements. Please identify each unit of accounting
and discuss how you dete rmine the selling price for each deliverable  under FASB
ASC 605 -25-30-2.  Please also include clarifying disclosure in future filings.

Note 10.  Income Taxes, page 60

3. In future filings please provide the disclosures related to u ndistributed earnings of
foreign subsidiaries as required FASB ASC 740-30-50-2.

Form 10 -Q for the  quarter ly period ended June 30, 2014

Condensed Consolidated Financial Statements

Note 1.  Basis of Presentation, Warranty, page 11

4. We see that your warranty accrual significantly declined from $1.7 million at June
30, 2013 to $766,000 at June 30, 2014.   Please revise future filings to provide a
discussion of the reasons for changes in judgments or estimates that resulted in a
signifi cant decrease in your warranty accrual.

 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 rules 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, pl ease provide a written statement from the
company acknowledging that:

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

Brad Anderson
Amtech Systems, Inc.
August 18, 2014
Page 3

  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
 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 Kristin Lochhead, Senior Accountant,  at (202) 551 -3664  or me
at (202) 551 -3676 if you have questions regarding comments on the financial statements
and related matters.  Please contact Martin James, Senior Assistant Chief Accountant, at
(202) 551 -3671  with any other questions.

Sincerely,

/s/ Brian Cascio

Brian Cascio
Accounting Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030

August 7, 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

 Dear Mr. Anderson:   We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.             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

CORRESP
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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.

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

       DIVISION OF
CORPORATION FINANCE
        MAIL STOP 3030

July 2, 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 ye ar ended September 30, 2008
Filed December 10, 2008  Form 8-K/A filed June 5, 2009  File No. 000-11412

Dear Mr. Anderson:

We have reviewed your response dated July 1, 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 revisi on 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 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  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 8-K/A filed June 5, 2009

1. We refer to your response to our prio r 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 standa rd representation on interim financial
statements as required by Rule 10-01(b)(8) of Regulation S-X.

Bradley C. Anderson
Amtech Systems, Inc.  July 2, 2009 Page 2   2. We note your response to comment numb ers 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.

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 ,

Brian Cascio
        Accounting Branch Chief

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

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

CORRESP
1
filename1.htm

May 18, 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

Dear Mr. Cascio:

This letter sets forth the responses of
Amtech Systems, Inc. (the "Company") to your comment letter, dated March 31,
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 Form 10-Q for the quarter ended
December 31, 2008, filed with the commission on February 9, 2009; and (iii) the
current report on Form 8-K/A filed with the Commission on November 2, 2007.

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 1. Business, page
3

    1.

      We note your disclosure on page 4
      that in “fiscal 2008, [y]our net revenue” and that [y]our top 10 customers
      collectively represented approximately 62% of [y]our net
      revenue:

      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, pursuant to the requirements of
      Regulation S-K Item 101(c)(vii). Please also tell us which customers
      accounted for the 22% and 20% of total accounts receivable at September
      30, 2008.

    131 South Clark Dr. Tempe, AZ
      85281
    Tel: (480) 967-5146  Fax: (480)
      968-3763

Brian Cascio, Branch Chief
Division
of Corporation Finance
United States
Securities and Exchange Commission
May 18, 2009
Page 2 of 12

    R:

      According to Regulation S-K §
      229.101(c)(vii) disclosure of the name of the customer and its
      relationship, if any, is required “if sales to the customer…equal to 10
      percent or more of the registrant’s consolidated revenues and the loss of
      such customer would have a material adverse effect on the registrant and
      subsidiaries taken as a whole.” As you have noted, we disclosed that our
      largest customer has been different in each of the last three years. The
      ranking of our largest customers, most of whom represent less than 10% of
      consolidated revenue, varies significantly from year to year. Our
      products/systems are designed to operate for many years; thus, significant
      sales to the same customers in consecutive years generally do not occur.
      Since we do not rely on the same 10% or more customers for recurring
      revenue of a similar magnitude, we do not believe that the loss of any one
      of these customers would have a material adverse effect on future
      operations or the financial condition of the Company. This was borne out
      in the six months ended March 31, 2009, during which the 20% customer in
      fiscal 2008 represented 2% of consolidated revenue and ranked
      13th based on revenue during the six months ended March 31,
      2009. In future filings, we will disclose the names of 10% or more
      customers if the conditions set forth in the regulations are
      met.

      The registrant had no other
      relationship with the referenced customers.

      Though, for the reasons mentioned
      above we do not believe disclosure of customer names is material or
      required, in order to ensure compliance with your request number 1, we are
      providing that information here. The customers that accounted for
      approximately 20%, 13%, and 17% of net revenue in fiscal 2008, 2007, and
      2006 were Yingli Green Energy Holding Company Ltd. (NYSE: YGE), E-ton
      Solar Tech. Co., Ltd, and Infineon AG. The customers that accounted for
      the 22% and 20% of total accounts receivable at September 30, 2008 were
      Tianwei New Energy Holdings Co. Ltd. and Yingli Green Energy Holding
      Company Ltd. (NYSE: YGE), respectively.

Brian Cascio, Branch Chief
Division
of Corporation Finance
United States
Securities and Exchange Commission
May 18, 2009
Page 3 of 12

Item 11. Executive
Compensation

To facilitate your review, we have
included text from our proxy, or references to our proxy, in our responses to questions
relating to Item 11 of the 10-K for the fiscal year ended September 30, 2008.

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 recommendations
      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 payments actually fell within the targeted parameters. If any of
      your named executive officers are compensated at levels that are
      materially different from the targeted levels of compensation, please also
      provide discussion and analysis as to why. In addition, in your applicable
      future filings, please identify the peer companies that you use. See
      Regulations S-K Item 402(b)(2)(xiv).

    R:

      As noted on page 7 of our Proxy
      Statement, “our Compensation Committee reviews information regarding
      salaries, including the compensation of comparable companies within
      similar industries and to make recommendations regarding the salary of our
      chief executive office and chief financial officer.” As it relates
      specifically to base or salary compensation, page 8 of our Proxy Statement
      states the following: “During fiscal 2008, our chief financial officer, at
      the request of our Compensation Committee, summarized the base pay for
      chief executive officers and chief financial officers as reported in the
      American Electronics Association Salary Survey. Using parameters that best
      fit our company (for example, revenues, public companies, similarities in
      numbers of employees, and geographic region), our chief financial officer
      presented a statistical summary of such information and made
      recommendations to our Compensation Committee that were in line with the
      average and median salaries of similarly situated
  companies.”

      The reference to “comparable
      companies” found on page 7 was in the context of an overall review of
      compensation and the specific data from the survey discussed on page 8 was
      the primary data used by the Compensation Committee in determining base
      compensation for the chief executive officer and chief financial officer.
      Based on the survey analysis reviewed by the compensation committee, the
      average of the median base salary for the positions of CEO and
      CFO was $280,000 and $202,000, respectively. The salary approved by the
      compensation committee for the CEO and CFO was $275,000 and $198,000,
      respectively.

Brian Cascio, Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
May 18,
2009
Page 4 of 12

    3.

      We also note your disclosure here and 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
      compensation that are benchmarked and how you determine such
      benchmarks.

    R:

      Page 8 of our Proxy Statement states the
      following (emphasis added): “During fiscal 2008, our chief financial officer, at the
      request of our Compensation Committee, summarized the base pay for chief
      executive officers and chief financial officers as reported in the
      American Electronics Association Salary
      Survey. That
      survey benchmarks base salary, bonus and other unspecified
      compensation.  Since cash incentive compensation for our named
      executives is calculated under our bonus program based upon quantifiable
      measures of performance, we limited our use of the survey to base salary.
      Using parameters that best fit our company (for example, revenues, public companies, similarities in numbers of employees, and geographic region), our chief financial
      officer presented a statistical summary of such information and made
      recommendations to our Compensation Committee that were in line with the
      average of the median salaries of similarly situated
  companies.”

      The survey data did not provide a separate
      listing of the individual companies included within the data, but was
      based upon companies that are in or serve the electronics industries,
      which includes manufacturers of equipment used by semiconductor and solar
      cell manufacturers.  The survey does not include specific data for
      equity based compensation.

Elements of Our Executive
Compensation Program, page 8

    4.

      You state that the compensation committee
      considers “the roles and responsibilities” and “the individual experience
      and skills of [y]our executives” when making compensation decisions.
      Please 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 quantitative 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 compensating decisions. See
      Regulations S-K 402(b)(2)(vii).

    R:

      The compensation committee primarily
      considers the roles, responsibilities, skills and experience of the named
      executives in establishing base salary. Our chief executive
      officer is also one of the founders of the company and has over 30 years
      of experience in the markets in which we serve. In addition to his CEO
      role, he effectively serves as our chief sales and marketing officer, and
      chief strategy officer, although we do not have those specific executive
      positions. In these roles, our CEO provides leadership in developing the
      Company’s sales and marketing plans and product acquisition and
      development strategies. Our chief financial officer is heavily involved in
      the operations of the company, in addition to his roles in finance,
      investor relations, SEC reporting, tax planning and compliance, budgeting
      and forecasting, and serves as a quasi chief operating officer, although
      we do not have that specific executive position. All three of our
      executives have experience in equity financings. These qualitative factors
      are some of the major items considered by the compensation committee in
      its evaluation.

      Quantitative contributions are used
      primarily in establishing the levels of cash incentive compensation for
      our names executives. As reflected in our compensation discussion and
      analysis on page 9 of our Proxy Statement, our bonus program is
      quantitatively based upon performance objectives established in each of
      the following categories: (i) bookings; (ii) revenue; (iii) gross margin;
      and (iv) operating profit.

Brian Cascio, Branch Chief
Division
of Corporation Finance
United States
Securities and Exchange Commission
May 18, 2009
Page 5 of 12

    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 Regulations S-K Item 402(b)(ix).

    R:

      Based on our analysis of the AEA survey, our
      compensation committee determined that the aforementioned raises were
      necessary in order to bring our executive compensation in line with that
      of the industry and ensure we retain our executive talent. Please also see
      our response to question 4 which further describes the factors considered
      in the decision to make these material increases in compensation. In
      future filings we will expand our disclosure with respect to this
      matter.

    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 provides substantive analysis and insight
      into how the Committee made actual payout determinations 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 response and in
      future filings, please also clarify the reasons for differences in the
      relative size of the grants among the officers.

      Please understand that discussion
      of the various items of corporate 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 compensation. You should provide complete discussions of
      specific factors considered by the Committee in ultimately approving this
      and other forms of compensation, including the reasons why the Committee
      believed that the amounts paid to each named executive officer are
      appropriate in light of the various items it considered in making specific
      compensation decisions.

Brian Cascio, Branch Chief
Division
of Corporation Finance
United States
Securities and Exchange Commission
May 18, 2009
Page 6 of 12

    R:

      Please note that the value of stock option
      awards in fiscal 2008 represent between 7% and 17% of total compensation
      for our named executives, significantly less than the percent of total
      compensation represented by base salary or cash incentive compensation.
      See the Summary Compensation Table on page 11. As disclosed on pages 9 and
      10, the committee did not apply a rigid formula in allocating equity
      incentive compensation to our executives as a group or to any particular
      executive. Instead, the committee exercised its judgment and discretion
      and considered qualitatively a number of factors as outlined on page 10.
      There were no quantitative calculations or measurements performed on the
      qualitative factors. The primary reason for the differences in the
      relative size of the grants among the officers is the role and
      responsibility of the executive and his contribution to the overall
      success of the company. As described in response to question number 4, we
      are staffed very leanly at the execu

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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      June 30, 2005

Mail Stop 6010

Jong S. Whang
Chairman of the Board, President and Chief Executive Officer
Amtech Systems, Inc.
131 South Clark Drive
Tempe, AZ 85281

Re:	Amtech Systems, Inc.
	Annual Report on Form 10-K for the Fiscal Year Ended
September
30, 2004
Quarterly Report on Form 10-Q for Fiscal Quarters Ended
December 31, 2004 and March 31, 2005
Form 8-K dated September 27, 2004
File No. 0-11412

Dear Mr. Whang:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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.  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.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review 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 working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for Fiscal Year Ended September 30, 2004

Part I
1. Note 1 to the financial statements - "Concentrations of Credit
Risk" states that one customer accounted for 15% of accounts
receivable as of September 30, 2004 and three customers accounted
for
43% of accounts receivable as of September 30, 2003.  Please
describe
in your response and in the appropriate section or sections of
future
filings such as MD&A and the description of your business, the
material terms of your financing arrangements.

Item 1.  Business, page 3

Backlog, page 10

2. We note your disclosure that your customers may delay delivery
of
products or cancel orders without sufficient notice.  In your
response and in future filings, please provide historical
cancellation information and describe your cancellation policies.

Patents, page 11
3. We note your disclosure that you have licensed certain patents
in
the table on page 11.  Tell us whether these licenses are material
to
your business, and if so, describe the material terms of the
license
agreements.  Also tell us whether these license agreements have
been
filed as exhibits to the annual report.

Sales and Marketing. page 12

4. We note that one customer represented 10% of your net revenues
in
2004 and two customers represented 15% and 12% of your net
revenues
in 2003.  To the extent that revenues attributable to any
particular
customer accounted for 10% or more of your revenues in any of the
periods for which you present financial statements, in future
filings
please identify that customer and quantify its portion of your
revenues.

Item 2.  Properties, page 14

5. We note that the lease on your Carlisle, PA facilities expires
in
June 2005.  Please tell us whether you intend to renew this lease,
and if so, whether you expect to renew on comparable terms to the
current lease.

Part II

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 17

Results of Operations, page 19

6. You disclose that your research and development costs decreased
from 2003 to 2004 due to costs incurred in development of the
small
batch vertical furnace prior to the receipt the customer order.
Please tell us how you account for such costs subsequent to the
receipt of the customer order.

7. In future filings provide a discussion of the inventory write-
downs each period, including the circumstances that lead to the
impairments and whether this inventory was disposed of or sold.
The
impact of the sales of any inventory written-down on gross profit
should also be discussed, if material.

Financial Condition, Liquidity and Capital Resources, page 23

8. In future filings please enhance your discussion of liquidity
to
more fully discuss your business` sources and uses of cash and
capital expenditures.  That analysis should focus on the drivers
of
your cash flows.  For example, for cash flows from operations,
quantify, discuss and explain reasons for changes in cash receipts
from sales of goods and services and cash payments for operating
and
other expenses. Please note that discussions mirroring the
indirect
method cash flow statement generally provide insufficient
analysis.
That is, this discussion should not be a recitation of the line
items
in your cash flow statement.  Your expanded analysis should fully
consider the guidance set forth in FR-72.  In addition, clarify
the
discussion on page 23 that "sufficient amounts of additional
liquidity are available from various financing sources." Provide
details of these sources and quantify amounts.

9. Please revise future filings to include your contractual
obligations table in the format provided in FR-67.  In addition,
we
note that your current discussion does not include debt
obligations.

Critical Accounting Policies, page 24

10. Your discussion of revenue practices is essentially identical
to
the significant accounting policies disclosure from Note 1.  While
the notes to financial statements should present the basic
accounting
policies, critical accounting policy disclosure should address the
nature and extent of subjective judgments and uncertainties
involved
in applying a principle at a given time or the variability that is
reasonably likely to result from its application over time.  For
example, the disclosure about product sales is basically factual.
Please expand future filings to more fully describe subjective
judgments and uncertainties and significant estimates associated
with
its application.  Refer to FR-60 and FR-72.

The ongoing volatility of the semiconductor equipment industry....
,
page 27

11. We note your disclosure that insufficient orders would result
in
under-utilization of your manufacturing facilities and negatively
impact your financial position and results of operations.  In
future
filings, please expand your MD&A disclosure to discuss and
quantify
the effects of any changes in your utilization rates.

Our current capital structure could delay, defer or prevent a
change
of control, page 29

12. We note your disclosure that certain "key employees" have
severance arrangements.  In future filings, please discuss the
material terms of your severance arrangements with all directors
and
named executive officers, and ensure that you have filed as
exhibits
all employment agreements with directors and named executive
officers.

If third parties violate our proprietary rights.... , page 29

13. We note your disclosure that, from time to time, you have
received communications from other companies asserting claims of
intellectual property infringement.  Please tell us whether you
have
received any such claims during fiscal 2004 or during the two
fiscal
quarters since the end of fiscal 2004, or whether you are
otherwise
aware of any parties currently intending to pursue such claims
against you.

Consolidated financial statements for the fiscal year ended
September
30, 2004

Note 1.  Summary of Significant Accounting Policies, page 41

Revenue Recognition, page 41

14. On page 19, you disclose that you have increased the
purchasing
of your own brands of used diffusion furnaces, refurbish them and
then resell them.  Please disclose whether there any repurchase
obligations with your customers in future filings.

15. We note from page 12 that you sell to distributors.  Describe
the
significant terms of your agreements with distributors, including
payment, return, exchanges, incentive programs and other
significant
matters.  Explain and support when you recognize revenue to
distributors.  To the extent material, please revise future
filings
to clarify.  Refer to SAB 104, SFAS 48 and EITF 01-09 as necessary
in
your response.

16. We see that you defer significant amounts of gross profit on
your
balance sheet for sales in which customer acceptance has not
occurred
or if certain elements of the revenue arrangements (e.g.
installation) have not been delivered.  In your response and in
future filings provide more details of the nature and accounting
for
the deferred profit. Tell us why you did not defer the revenue and
related cost of sales in your balance sheet on a gross basis by
analogy to paragraph 7 of SFAS 48?

17. As a related matter, please tell us why the gross profit
margin
related to the deferred items has significantly increased from
September 30, 2002 (47%) to the September 30, 2004 (91%).     We
also
note that your deferred profit margin has increased to 100% at
December 31, 2004, as disclosed in your Form 10-Q for the quarter
ended December 31, 2004.

Note 8.  Major Customers and Foreign Sales, page 51

18. In future filings please provide the disclosures required by
paragraph 38(a) of SFAS 131, including revenues from (1) external
customers attributed to your country of domicile and (2)
attributed
to all foreign countries in total.  Note that if revenues from any
individual foreign country are material, that revenue should be
disclosed separately.  You should also disclose the basis for
attributing revenues from external customers to individual
customers.

Note 9.  Business Segment Information, page 51

19. We note your disclosure that there are certain segments that
are
"aggregated" into the semiconductor equipment segment.  Tell us
whether those segments are aggregated under paragraph 17 of SFAS
131.
If so, future filings should disclose that fact and indicate why
aggregation is appropriate.

20. In future filings please provide the disclosures required by
paragraph 38(b) of SFAS 131, including long-lived assets (1)
located
in your country of domicile and (2) located in all foreign
countries
in total in which you hold assets.  Consider that long-lived
assets
presented in your segment disclosures should only include tangible
assets.  See Question 22 on the FASB Staff Implementation Guide to
SFAS 131.

Note 11.  Selected Quarterly Data (unaudited), page 55

21. Your gross margin for the fourth quarter of 2004 is
substantially
less than other quarters.  In your response and in future filings
please expand to describe the effect of any unusual or
infrequently
occurring items recognized in each full quarter within the two
most
recent fiscal years, as well as the aggregate effect and the
nature
of year-end or other adjustments which are material to the results
of
that quarter.  Refer to Item 302 to Regulation S-K.

Note 12.  Acquisition, page 55

22. In future filings provide details of how the values of the
identifiable intangible assets were determined. In addition,
clarify
when you expect to pay the contingent consideration for the
Kokusai
acquisition and provide more details on how the consideration
becomes
payable.

Item 9A.  Controls and Procedures, page 57

23. We note your statement that your chief executive officer and
your
chief financial officer have concluded that your disclosure
controls
and procedures "are adequate to ensure material information and
other
information requiring disclosure is identified and communicated on
a
timely basis."  It does not appear that your certifying officers
have
reached a conclusion that your disclosure controls and procedures
are
effective.  Please revise to address your officers` conclusions
regarding effectiveness of your disclosure controls and
procedures.

24. We note your disclosure that you had no "significant" changes
in
your internal controls and procedures "subsequent to the date this
evaluation was carried out."  Please revise to indicate whether
there
was any change to your internal control over financial reporting
during the fourth fiscal quarter that materially affected, or was
reasonably likely to materially affect, your internal control over
financial reporting.  Refer to Item 308(c) of Regulation S-K.

Form 10-Q for the Quarter Ended December 31, 2004

Item 2.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 13

Results of Operations, page 14

25. You disclose that gross margin of your semiconductor equipment
segment decreased due to "the increase in labor of 5% ... offset
by a
decrease in material of 2%..." and that the gross margin of your
polishing supplies segment increased due to "the decrease in
material
and labor as a percentage of net revenues of 3% and 5%,
respectively,
offset by an increase in overhead of 3%."  In future filings, when
describing factors contributing to changes in margins, please also
disclose why such changes occurred.

Item 4.  Controls and Procedures, page 21

26. Please revise this section in accordance with the above
comments
to Item 9A of the Form 10-K, as applicable

Form 10-Q for Fiscal Quarter Ended March 31, 2005

Item 4.  Controls and Procedures, page 23

27. We note your disclosure that there have been no "significant"
changes in internal controls over financial reporting or in other
factors that have materially affected, or are reasonably likely to
materially affect, those controls "subsequent to the date this
evaluation was carried out."   Please revise to disclose all
changes,
not only "significant" changes, that occurred during the period
covered by the report, rather than subsequent to the date of
management`s evaluation, that materially affected or were
reasonably
likely to materially affect your internal control over financial
reporting.

Form 8-K dated September 27, 2004

Unaudited Pro Forma Condensed Combined Financial Information

28. Please clarify how you calculated the historical unaudited pro
forma condensed combined statement of operations for KSEC/KEE for
the
fiscal year ended September 30, 2003 and for the six months ended
March 31, 2004.  It is unclear from your disclosure how you
determined these amounts.  Please also provide the basis for your
calculation.

29. Tell us what you mean in Note 2 that "if such [acquisition-
related] contingent payments become due, they will be treated as
normal inventory purchases".

* * *
       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and 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 information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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 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 filing;

* 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

* 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the

CORRESP
1
filename1.htm

Response Letter

 October 11, 2005

 Mary Beth Breslin, Attorney-Advisor

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Amtech Systems, Inc.

 Annual Report on Form 10-K for
fiscal year ended September 30, 2004

 File No. 0-11412

 Ladies and Gentlemen:

 Below, in question and answer format, please find our responses to your follow-up questions and comments dated September 19, 2005.

 Form 10-K or the Fiscal Year Ended
September 30, 2004

 Consolidated
Financial Statements

 Note. 1. Summary
of Significant Accounting Policies, page 41

 Revenue Recognition, page 41

1.
We note your response to prior comment 17 in our letter dated June 30, 2005. You explain that the gross margin of deferred items has significantly increased because it is
related to “holdbacks”, i.e. payments contingent upon the completion of installation and acceptance. We see that deferred gross margin is 100% at March 31, 2005 and decreases to 40% at June 30, 2004 [2005]. Please explain
the circumstances contributing to the decrease in deferred gross margin. Clarify why you would not defer a consistent amount of revenue and costs for sales that have not met the revenue recognition criteria. Clarify how you determine the amount of
product costs to be deferred for the holdback related to products that have not been accepted by the customer. Future filings should also clearly disclose the underlying reasons for changes in the amount of revenue and costs deferred.

R.
The decrease in gross margin was partially caused by the fact that during the quarter ended June 30, 2005, we completed the installation unit of accounting and obtained
customer sign-off on thirteen orders on which we had previously deferred $693,000 of revenue and gross profit. Those orders also included both an equipment unit of accounting and an installation unit of accounting, requiring us to allocate the
selling

 Mary Beth Breslin, Attorney-Advisor

 Division of Corporation Finance

 United States Securities and Exchange Commission

 October 11, 2005

  Page
 2
 of 13

 price between the two units of accounting. The portion of the selling price allocated to the
installation unit of accounting is the portion of the selling price that is contingent upon completion of the installation, i.e. the holdback. As a result, the revenue associated with the installation unit of accounting is generally significantly
greater than the fair value and cost of the installation unit of accounting. Depending on the timing of the installation work, the costs incurred can range from zero, at the date of shipment to the date installation commences, to generally between
five and twenty percent of the total deferred revenue. Often, all of the costs and activities of installation for equipment sales occur in the same period that the installation unit of accounting meets the criteria for revenue recognition. For these
reasons, we believe the cumulative cost of installation on deferred installation units of accounting is not material and therefore we do not separately track them by project.

 Also contributing to the decline in the deferred gross margin as of June 30, 2005 was the deferral of all the revenue
attributable to a new product delivered during that quarter with a $0.7 million selling price. That order shipped near the end of June 2005 and the related equipment and installation units of accounting did not meet the criteria for revenue
recognition as of the end of the quarter. Therefore, all of the revenue (both product and installation) and all related direct costs incurred for that system were deferred. Because this order had no profit in it, the deferred costs equaled the
deferred revenue, i.e. had 0% deferred gross margin, greatly reducing the overall deferred gross margin.

 In EITF 00-21 the task force agreed not to provide guidance on Issue 4, accounting for direct costs in an arrangement with multiple deliverables. In SAB
Topic 13 we also find no guidance that indicates that we should defer a consistent amount of revenue and costs for sales that have not met the revenue recognition criteria. The remainder of our response to this comment No. 1 is devoted to
describing how we apply the existing guidance to the recognition of revenues and how we are complying with Staff Accounting Bulletin 104.

 Approximately fifty percent of our revenue is comprised of equipment (furnaces, automated loaders and lapping/polishing machines) sales and the remainder
is derived from the sale of parts, upgrades and services. Multiple deliverables, installation services and equipment, are included in nearly all our equipment sales contracts. In accordance with Staff Accounting Bulletin Topic 13.1, we first make a
“determination of the units of accounting within our arrangements by reference to the applicable accounting literature”, EITF 00-21, prior to the application of the guidance in SAB Topic 13. Our equipment sales and the related installation
meet the criteria for separate units of accounting in paragraph 9 of EITF 00-21, as follows:

a.
The delivered equipment has value to the customer on a standalone basis, because (1) similar equipment with the same functionality is sold separately by other vendors and
(2) the customer could resell the delivered equipment on a standalone basis and this often occurs when the customer has excess capacity and there are brokers and other businesses that facilitate the resale of such equipment.

 Mary Beth Breslin, Attorney-Advisor

 Division of Corporation Finance

 United States Securities and Exchange Commission

 October 11, 2005

  Page
 3
 of 13

b.
There is objective and reliable evidence of the fair value of the undelivered item(s). This is the going market rate for service engineers with experience in our product categories.

c.
Furthermore, our arrangements for the sale of equipment and installation do not include a general right of return.

 Next, we allocate the total contract price to the equipment and installation
units of accounting, according to paragraph 12 of EITF 00-21, which is based upon the relative fair value of the two units of accounting. However, in accordance with paragraph 14 of EITF 00-21, the amount allocable to the delivered equipment is
lesser of the amount otherwise allocable and the non-contingent amount. For us, this means that the delivered equipment is allocated the contract price less the holdback, i.e. the amount contingent upon installation. This has the effect of
allocating the contingent amount entirely to the installation unit of accounting. Since the contingent portion of the selling price allocated to the installation unit of accounting is 10-30% of the contract price, the revenue of that unit of
accounting is significantly higher than the related fair value and costs. Furthermore, since many of our equipment orders ship near the end of the quarter or the customer is not immediately ready for installation to take place, there often are no or
very little costs of installation incurred before the end of the period in which the equipment is delivered. Under these circumstances, there are no costs incurred related to the deferred revenue attributed to the installation unit of accounting to
defer, resulting in deferred gross margin of up to 100%.

 Next, we make a determination of whether the delivered equipment meets the criteria for revenue recognition, as follows. Section A.1. of Staff Accounting Bulletins Topic 13: Revenue Recognition states, “The staff believes that revenue
generally is realized or realizable and earned when all of the following criteria are met:

 •      Persuasive evidence of an arrangement exists

Persuasive evidence of an arrangement exists in the form of the customer’s purchase order.

 •      Delivery has occurred or services have been rendered

Delivery has occurred, as our terms are F.O.B. our plant, or the equivalent, and title transfers upon shipment. See below regarding customer acceptance provisions.

 •      The seller’s price to the buyer is fixed or determinable

The price is fixed and determinable by reference to the customer’s purchase order.

 •      Collectibility is reasonably assured”

Collectibility is reasonably assured because most of our customers are large and well established. Where that is not the case, we require a deposit, and we generally will have received
payment of 70 – 90% by the time our financial statements are finalized.

 Mary Beth Breslin, Attorney-Advisor

 Division of Corporation Finance

 United States Securities and Exchange Commission

 October 11, 2005

  Page
 4
 of 13

3.
Delivery and Performance

b.
Customer Acceptance

 After delivery of a product or performance of a service, if uncertainty exists about customer acceptance, revenue should not be recognized until
acceptance occurs. When such contractual customer acceptance provisions exist, the staff generally believes that the seller should not recognize revenue until customer acceptance occurs or the acceptance provisions lapse. However, the interpretive
response to Question 1, states that formal customer sign-off is not always necessary to recognize revenue provided that the seller objectively demonstrates that the criteria specified in the acceptance provisions are satisfied.

 Interpretative response (a) to Question 1 of SAB Topic 13A3.b, Customer
Acceptance, concludes that “in arrangements where products are delivered for trial or evaluation purposes, revenue should not be recognized until the earlier of when acceptance occurs or the acceptance provisions lapse”. In the rare
situations that we enter into an arrangement that is for a trial or evaluation unit, we defer all revenue and costs unless and until we obtain an unconditional purchase order for the unit, generally at the end of the trial period or the contingency
has been resolved.

 That interpretative response continues
that, “In contrast, other arrangements do not purport to be for trial or evaluation purposes. In these instances, the seller delivers a specified product pursuant to a customer’s order, establishes payment terms, and transfers title to the
delivered product to the customer. However, customer acceptance provisions may be included in the arrangement to give the purchaser the ability to ensure the delivered product meets the criteria set forth in its order.” The latter describes
the arrangements that we have with our customers. Customer contract provisions are included to ensure our customers that we will complete the installation. These acceptance provisions are evaluated in accordance with (b), (c) and (d),
below.

“(b) Acceptance provisions that grant a right of return or exchange on the basis of subjective matters.”

This criteria does not apply, because no right of return or exchange is granted in our arrangements.

 Mary Beth Breslin, Attorney-Advisor

 Division of Corporation Finance

 United States Securities and Exchange Commission

 October 11, 2005

  Page
 5
 of 13

“(c) Acceptance provisions based on seller-specified objective criteria. An example of such a provision is one that gives the customer a right of return or replacement if the delivered
product is defective or fails to meet the vendor’s published specifications for the product.”

We do not grant a right of return, so this is not applicable.

“(d) Acceptance provisions based on customer-specified objective criteria. These provisions are referred to in this document (SAB Topic 13) as “customer-specific acceptance
provisions” against which substantial completion and contract fulfillment must be evaluated. While formal customer sign-off provides the best evidence that these acceptance criteria have been met, revenue recognition also would be
appropriate, presuming all other revenue recognition criteria have been met, if the seller reliably demonstrates that the delivered products or services meet all of the specified criteria prior to customer acceptance. (Emphasis added).
For example, if a seller reliably demonstrates that a delivered product meets the customer-specified objective criteria set forth in the arrangement, the delivery criterion would generally be satisfied when title and the risks and rewards of
ownership transfers unless product performance may reasonably be different under the customer’s testing conditions specified by the acceptance provisions. Further, the seller should consider whether it would be successful in enforcing a claim
for payment even in the absence of formal sign-off. Whether the vendor has fulfilled the terms of the contract before customer acceptance is a matter of contract law, and depending on the facts and circumstances, an opinion of counsel may be
necessary to reach a conclusion.”

When we sell equipment where the customer’s specifications have not been previously met with at least two similarly configured systems with similar process specifications, we defer all
revenue (both product and installation) and the directly related incurred costs at the time of shipment. These deferred revenues and costs are later recognized in income at the time of customer acceptance. Conversely, when we have previously
completed at least two or more prior installations and obtained customer acceptance of similarly configured equipment, with similar acceptance criterion, we have effectively demonstrated that the delivered equipment meets the customer-specific
acceptance provisions, and we recognize the revenue allocated to the delivered equipment unit of accounting unless product performance may reasonably be different under the customer’s testing conditions specified by the acceptance provisions.
Our position regarding acceptance is supported by the fact that in the twenty years Amtech has been in the equipment business, a customer has returned equipment only once and that was a product that would have been considered a new product,
requiring 100% deferral, under our revenue recognition policy.

 Mary Beth Breslin, Attorney-Advisor

 Division of Corporation Finance

 United States Securities and Exchange Commission

 October 11, 2005

  Page
 6
 of 13

 The above analysis provides a sound foundation for our deferral and recognition of the equipment
revenue. However, the installation and customer sign-off often occur in a period subsequent to the period in which the equipment is delivered. In other words, the installation services have not been delivered or completed. Therefore, revenue
attributable to the installation unit of accounting is always deferred until the installation is complete and accepted, as this is not considered inconsequential or perfunctory in relation to the installation unit of accounting. We have also
considered whether there are any remaining performance obligations that might affect our recognition of revenue, as follows:

 SAB Topic 13A3.c. Inconsequential or perfunctory performance obligations

 “Question 1

 Does the failure to complete all activities related to a unit of accounting preclude recognition of revenue for that unit of accounting?

 Interpretive Response:

 No. Assuming all other recognition criteria are met, revenue for the unit of
accounting may be recognized in its entirety if the seller’s remaining obligation is inconsequential or perfunctory.”

 “A seller should substantially complete or fulfill the terms specified in the arrangement related to the unit of accounting at issue in order for
delivery or performance to have occurred. When applying the substantially complete notion, the staff believes that only inconsequential or perfunctory actions may remain incomplete such that the failure to complete the actions would not result in
the customer receiving a refund or rejecting the delivered products or services performed to date. (emphasis added) In addition, the seller should have a demonstrated history of completing the remaining tasks in a timely manner and
reliably estimatin

CORRESP
1
filename1.htm

Correspondence

 July 21, 2005

 Adelaja Heyliger, Esq.

 Division of Corporation Finance

 United States Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Amtech Systems, Inc.

Annual Report on Form 10-K for fiscal year ended September 30, 2004

File No. 0-11412

 Dear Sir or Madam:

 Below, in question and
answer format, please find our responses to your comments sent under cover dated June 30, 2005.

 Part 1

1.
Note 1 to the financial statements – “Concentrations of Credit Risk” states that one customer accounted for 15% of accounts receivable as of September 30, 2004 and
three customers accounted for 43% of accounts receivable as of September 30, 2003. Please describe in your response and in the appropriate section or sections of future filings such as MD&A and the description of your business, the material
terms of your financing arrangements.

R:
The financial terms of our parts, service and retrofit revenue, which comprise approximately 50% of consolidated revenue, are generally net 30 days from shipment, i.e. Net 30 F.O.B.
Shipping Point or on equivalent terms. The financial terms of equipment or systems sales vary depending on the size of the order and the size, reputation and creditworthiness of the customer. As a result, the financial terms of equipment sales can
range from 90% net 30 days after shipment and 10% net 30 days after acceptance to 30% net 30 days after order placement, 60% net 30 days after shipment and 10% net 30 days after acceptance. Letters of credit are required of certain customers
depending on the size of the order, type of customer or its creditworthiness and its country of domicile. In the future, we will disclose the material aspects of our financing arrangements with customers.

 131 South Clark Dr. Tempe, AZ, 85281, USA

Corporate@AmtechSystems.com

Tel: (480) 967-5146 Fax: (480) 968-3763

 Adelaja Heyliger, Esquire

 Division of Corporation Finance

 United States Securities and Exchange Commission

 July 21, 2005

 Page 2 of 14

Item 1.
Business, page 3

 Backlog, page 10

2.
We note your disclosure that your customers may delay delivery of products or cancel orders without sufficient notice. In your response and in future filings, please provide
historical cancellation information and describe your cancellation policies.

R.
We have had no significant cancellations since fiscal 2002. We track new orders net of cancellation and have no formal mechanism to separately track cancellations or related
penalties. However, we know the significant cancellations that occurred during the four-year period ended September 30, 2002. The significant cancellations amounted to $1.2 million, $-0-, $3.5 million, and $1.2 million in fiscal year 1999, 2000,
2001 and 2002, respectively. We received compensation in the form of cancellation penalties or return of volume discounts in the total amount of $.5 million in 1999 and $0.1 million in 2001 related to those order cancellations. These cancellations
gave rise to the disclosure you refer to above. We will disclose summarized historical cancellation information in future filings. When customers cancel orders, we attempt to collect cancellation penalties, to the extent provided in our quotation,
or to recover the costs incurred or committed prior to cancellation, while giving consideration to the potential for other current and future business with the customer. Thus, actual cancellation fees are negotiated on a case-by-case basis. We will
describe our cancellation policies in future filings.

 Patents, page 11

3.
We note your disclosure that you have licensed certain patents in the table on page 11. Tell us whether these licenses are material to your business, and if so, describe the
material terms of the license agreements. Also tell us whether these license agreements have been filed as exhibits to the annual report.

R.
 None of these licenses are considered material to our business and have not been filed as exhibits to the annual report. While the license under which we
manufacture insert carriers resulted in royalty payments of $108,000, $84,000 and $66,000 and revenue of $2.6 million, $2.0 million and $1.7 million in fiscal years 2004, 2003 and 2002, respectively, this license is non-exclusive and expires in
2006, when the underlying patents expire. We believe that the revenue derived from these products is primarily a result of our manufacturing technical know-how, which we independently developed prior to entering into the license agreement and upon
which we continually improve. The other seven (7) licenses listed on page 11 are paid-up, royalty free licenses that were part of the July 1, 2004 acquisition of the horizontal diffusion furnace operations and assets of

 Adelaja Heyliger, Esquire

 Division of Corporation Finance

 United States Securities and Exchange Commission

 July 21, 2005

 Page 3 of 14

Kokusai Semiconductor Equipment Corporation and were valued at $102,000 in the acquisition.

 Sales and Marketing, page 12

4.
We note that one customer represented 10% of your net revenues in 2004 and two customers represented 15% and 12% of your net revenues in 2003. To the extent that revenues
attributable to any particular customer accounted for 10% or more of your revenues in any of the periods for which you present financial statements, in future filings please identify that customer and quantify its portion of your revenues.

R.
According to Regulation S-K § 229.101(c)1(vii) the name of the customer is required “if sales to the customer…amount to 10 percent or more of the registrant’s
consolidated revenues and the loss of such customer would have a material adverse effect on the registrant”. The customer that accounted for 10% of consolidated revenue in 2004 was not the same as either of the customers that represented 15%
and 12% of consolidated revenue in 2003. The ranking of our largest customers, most of whom represent less than 10% of consolidated revenue, varies significantly from year to year. Our products/systems are designed to operate for many years; thus,
significant sales to the same customers in consecutive years generally do not occur. Since we do not rely on the same 10% or more customers for recurring revenue of a similar magnitude, we do not believe that the loss of any one of these customers
would have a material adverse effect on future operations or the financial condition of the Company. In future filings, we will disclose the names of 10% or more customers if the conditions set forth in the regulations are met.

Item 2.
Properties, page 14

5.
We note that the lease on your Carlisle, PA facilities expires in June 2005. Please tell us whether you intend to renew this lease, and if so, whether you expect to renew on
comparable terms to the current lease.

R.
As intended, we exercised the option to renew the lease for one year on identical terms, except that the lease payments increased based upon the change in the consumer price index.
We have 3 additional one-year renewal options under the lease. We will disclose any renewal and information about remaining options periods in future filings.

 Adelaja Heyliger, Esquire

 Division of Corporation Finance

 United States Securities and Exchange Commission

 July 21, 2005

 Page 4 of 14

 PART II

Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 17.

 Results of Operations, page 19

6.
You disclose that your research and development costs decreased from 2003 to 2004 due to costs incurred in development of the small batch vertical furnace prior to the receipt the
customer order. Please tell us how you account for such costs subsequent to the receipt of the customer order.

R.
Our research and development costs decreased in 2004, as the company re-deployed engineers that typically would work on research and development projects to work on the
customer’s order for a small batch vertical furnace. Subsequent to the receipt of the customer’s order, we employed contract accounting and treated the subsequent costs as inventory, which we carried at the lower of cost or market until
the furnace shipped in June 2005. Based on the contract, these inventory costs will be recovered through this sale.

7.
In future filings provide a discussion of the inventory write-downs each period, including the circumstances that lead to the impairments and whether this inventory was disposed of
or sold. The impact of the sales of any inventory written-down on gross profit should also be discussed, if material.

R.
In future filings we will expand the discussion of inventory write-downs each period to include the circumstances that led to the impairments. To the extent it is material we will
also discuss the impact of the subsequent sales of any written-down inventory on gross profit generated during that period.

 Financial Condition, Liquidity and Capital Resources, page 23

8.
In future filings please enhance your discussion of liquidity to more fully discuss your business’ sources and uses of cash and capital expenditures. That analysis should focus
on the drivers of your cash flows. For example, for cash flows from operations, quantify, discuss and explain reasons for changes in cash receipts from sales of goods and services and cash payments for operating and other expenses. Please note that
discussions mirroring the indirect method cash flow statement generally provide insufficient analysis. That is, this discussion should not be a recitation of the line items in your cash flow statement. Your expanded analysis should fully consider
the guidance set forth in FR-72. In addition, clarify the discussion on page 23 that “sufficient amounts of additional liquidity are available from various financing sources.” Provide details of these sources and quantify amounts.

R.
 In future filings, our discussion of liquidity will be written giving full consideration to the guidance set forth in FR-72. In future filings, we will disclose
that we have historically

 Adelaja Heyliger, Esquire

 Division of Corporation Finance

 United States Securities and Exchange Commission

 July 21, 2005

 Page 5 of 14

obtained capital from one or more sources of financing, such as private placement of equity, public stock offering, working capital loans or term loans from
banks or other financial institutions, equipment leasing, mortgage financing and internally generated cash flow. It was on this basis we stated “we believe…significant amounts of additional liquidity are available from various financing
sources.” While we have obtained financing at one time or another from nearly all of these sources, quantifying the amounts and describing the terms on which any future financing might be obtained would be speculative. Our disclosure to that
effect states “there can be no assurance of the availability or sufficiency of these or any other source of funding…” When known transactions are consummated, we will disclose the terms of such transactions.

9.
Please revise future filings to include your contractual obligations table in the format provided in FR-67. In addition, we note that your current discussion does not include debt
obligations.

R.
In future filings, we will disclose our contractual obligations in the table format provided in FR-67 and will include debt obligations.

 Critical Accounting Policies, page 24

10.
Your discussion of revenue practices is essentially identical to the significant accounting policies disclosure from Note 1. While the notes to financial statements should present
the basic accounting policies, critical accounting policy disclosure should address the nature and extent of subjective judgments and uncertainties involved in applying a principle at a given time or the variability that is reasonably likely to
result from its application over time. For example, the disclosure about product sales is basically factual. Please expand future filings to more fully describe subjective judgments and uncertainties and significant estimates associated with its
application. Refer to FR-60 and FR-72.

R.
In future filings, we will expand our discussion of revenue practices to more fully describe subjective judgments and uncertainties and significant estimates associated with its
application in accordance with the guidance provided in your comments and FR-60 and FR-72.

 The ongoing volatility of the semiconductor equipment industry…page 27

11.
We note your disclosure that insufficient orders would result in under-utilization of your manufacturing facilities and negatively impact your financial position and results of
operations. In future filings, please expand your MD&A disclosure to discuss and quantify the effects of any changes in your utilization rates.

 Adelaja Heyliger, Esquire

 Division of Corporation Finance

 United States Securities and Exchange Commission

 July 21, 2005

 Page 6 of 14

R.
In future filings, we will expand our MD&A disclosure to discuss and quantify the effects of changes in our utilization rates, if there has been a significant change in the
utilization of the various operating plants, e.g. when there has been a significant change in product demand.

 Our current capital structure could delay, defer or prevent a change of control, page 29

12.
We note your disclosure that certain “key employees” have severance arrangements. In future filings, please discuss the material terms of your severance arrangements with
all directors and named executive officers, and ensure that you have filed as exhibits all employment agreements with directors and named executive officers.

R.
Severance agreements with named executive officers are disclosed in Item 11. Executive Compensation of Part III of our annual report on Form 10-K and the employment agreements of
the named executive officers are filed as exhibits 10.3 and 10.8. No other directors or named executive officers have severance agreements.

 If third parties violate our proprietary rights…, page 29

13.
We note your disclosure that, from time to time, you have received communications from other companies asserting claims of intellectual property infringement. Please tell us whether
you have received any such claims during fiscal 2004 or during the two fiscal quarters since the end of fiscal 2004, or whether you are otherwise aware of any parties currently intending to pursue such claims against you.

R.
We have not received any communications in 2004 or in the nine months ended June 30, 2005, asserting claims of intellectual property infringement, nor are we otherwise aware of any
parties currently intending to pursue such claims against us.

 Consolidated financial statements for the fiscal year ended September 30, 2004

 Note 1. Summary of Significant Accounting Policies, page 41

 Revenue Recognition, page 41

14.
On page 19, you disclose that you have increased the purchasing of your own brands of used diffusion furnaces, refurbish them and then resell them. Please disclose whether there are
any repurchase obligations with your customers in future filings.

R.
 We have no repurchase obligations with our customers and we make no commitment to repurchase equipment at the time we sell it to the customer. Commitments to
purchase

 Adelaja Heyliger, Esquire

 Division of Corporation Finance

 United States Securities and Exchange Commission

 July 21, 2005

 Page 7 of 14

such used equipment are only made when we have made a strategic decision to expand the quantities of low cost equipment we have for sale and we are able to
identify available, well-maintained, used equipment that has been or shortly will be taken out of production. We will expand this discussion in future filings to make our strategy clear. To the extent we take on obligations to repurchase equipment
from customers, we will disclose that information in future filings.

15.
We note from page 12 that you sell to distribut