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      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 staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Kristin Lochhead at (202) 551- 3664 or Brian
Cascio, Accounting Branch Chief, at (202) 551- 3676 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Adelaja Heyliger at (202) 551-3636 or me
at
(202) 551- 3625 with any other questions.

      					Sincerely,


      					Mary Beth Breslin
      					Attorney-Advisor
Jong S. Whang
Amtech Systems, Inc.
June 30, 2005
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