UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 3, 2004

Axcelis Technologies, Inc.

(Exact name of registrant as specified in charter)

Registrant’s telephone number, including area code: (978) 787-4000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02    Results of Operations and Financial Condition.

On November 3, 2004, Axcelis Technologies, Inc. (the “Company”) issued a press release regarding its financial results for the quarter ended September 30, 2004. The Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

FOR IMMEDIATE RELEASE

AXCELIS ANNOUNCES FINANCIAL RESULTS FOR THE

THIRD QUARTER 2004

BEVERLY, MA, November 3, 2004 – Axcelis Technologies, Inc. (Nasdaq: ACLS) today announced financial results for its third quarter ended September 30, 2004.  The Company reported net revenues of $127.9 million, compared to $151.3 million for the second quarter of 2004. Worldwide revenues for the third quarter, including revenues of the Company’s 50% owned joint venture in Japan, Sumitomo Eaton Nova Corporation (“SEN”), were $219 million, essentially flat when compared to the second quarter of 2004. Net income for the quarter was $19.1 million ($0.19 per diluted share) compared to $34.5 million ($0.33 per diluted share) in the second quarter of 2004.  Gross margin for the third quarter was 42.3%.

Mary Puma, president and Chief Executive Officer stated, “Although business was slower than we had expected in the third quarter, Axcelis continued to deliver strong financial performance at current revenue levels.  During the last two weeks of the third quarter we saw an acceleration of softness in our markets, represented by customer requirements being pushed out to the first half of 2005. Despite this, we continue to see solid growth in Japan through our joint venture partner SEN.”

Puma continued, “Our focus throughout any change in the market is managing the business to sustain profitability. We controlled headcount growth during the earlier part of 2004 and are responding to the current environment. We will continue to take actions that will realign our organization with market conditions, without disrupting key product initiatives. Our operating leverage remains strong at our current revenue levels. We are very pleased with the tremendous growth and financial performance Axcelis has delivered this year.”

Axcelis believes that the information regarding the aggregate quarterly revenues of SEN, a 50% owned unconsolidated subsidiary of Axcelis, combined with Axcelis’ own revenues for the quarter, is useful to investors.  SEN’s ion implant products are covered by a license from Axcelis and therefore the combined revenue of the two companies indicates the full market penetration of Axcelis’ technology.

Fourth Quarter Outlook

Net revenues (excluding SEN) in the fourth quarter are expected to decrease to $95 million to $105 million. Gross margins will be in the low 40’s. Net income will be in the range of $5 million to $9 million ($0.05 to $0.09 per diluted share). The Company expects to generate approximately $10 million of cash during the fourth quarter.

Third Quarter Detail

Shipments

Shipments for the third quarter on a worldwide basis, including SEN, totaled $224.1 million with net shipments, excluding SEN, totaling $129.6 million. Worldwide shipments were down 7.4% from the second quarter of 2004 and net shipments were down 17.2%.

Service revenue (service labor, spare parts and consumables) was $44.8 million for the quarter, up 9% from the second quarter of 2004. Geographically, systems shipments were to:  Asia 58%, Europe 26% and North America 16%.

The ion implantation business (excluding SEN) accounted for 77.8% of total shipments in the third quarter while the complementary products (RTP, Dry Strip and Curing) accounted for 22.2%.

Orders and Backlog

Net orders (systems and service excluding SEN) received for the third quarter totaled $126.3 million, down 22.7% from the second quarter of 2004. System bookings amounted to $81.5 million, down 33.3% from second quarter of 2004. Worldwide orders, including SEN, were $234.3 million, down 6.0% compared with the second quarter of 2004.

Geographically, net system orders without SEN were split as follows: Asia 62%, Europe 21% and North America 17%.  Logic manufacturers (integrated device manufacturers and foundries) accounted for 41% of systems orders while memory manufacturers made up 59%.  The book to bill ratio for the quarter was 0.96.

Backlog plus deferred systems revenue for the quarter ended at $146.7 million, an increase of 1.0% since the end of the second quarter of 2004. Reported backlog consists of systems only (i.e., excluding service contracts) that are generally scheduled to ship within six months.

Balance Sheet

Axcelis ended the third quarter with $167.5 million in cash, cash equivalents and short-term investments compared with $163.7 million at the end of the second quarter of 2004. The Company generated $3.8 million in cash during the quarter.

Third Quarter 2004 Conference Call

The call will be available to interested listeners via an audio Webcast that can be accessed through Axcelis’ home page at www.axcelis.com, or by dialing 1-800-500-0177 (1-719-457-2679 outside North America).  Participants calling into the conference call will be requested to provide the company name: Axcelis Technologies, the conference leader: Jim Kawski, and pass code: Axcelis

Q3.  A telephone replay will be available from 8:00 pm EST on November 3, 2004 until 11.59 pm EST on November 10, 2004.  Dial 1-888-203-1112 (1-719-457-0820 outside North America), and enter conference ID code #350309.  A Webcast replay will be available from 8:00 pm EST on November 3, 2004 until 5:00 pm EST December 1, 2004.

Safe Harbor Statement

This document contains forward-looking statements under the SEC safe harbor provisions.  These statements are based on management’s current expectations and should be viewed with caution. They are subject to various risks and uncertainties, many of which are outside the control of the Company, including the conversion of orders to revenue in any particular quarter, or at all, our ability to implement successfully our profit plans, the continuing demand for semiconductor equipment, relative market growth, continuity of business relationships with and purchases by major customers, competitive pressure on sales and pricing, increases in material and other production costs that cannot be recouped in product pricing and global economic, political and financial conditions. These risks and other risk factors relating to Axcelis are described more fully in the most recent Form 10-K filed by Axcelis and in other documents filed from time to time with the Securities and Exchange Commission.

About Axcelis Technologies, Inc.

Axcelis Technologies, Inc., headquartered in Beverly, Massachusetts, provides innovative, high-productivity solutions for the semiconductor industry. Axcelis is dedicated to developing enabling process applications through the design, manufacture and complete life cycle support of ion implantation, rapid thermal processing, and cleaning and curing systems. Axcelis Technologies has key technology centers in Beverly, Massachusetts, and Rockville, Maryland as well as in Toyo, Japan through its joint venture, SEN. The company’s Internet address is: www.axcelis.com.

Axcelis Technologies, Inc.

Consolidated Balance Sheets

In thousands

(Unaudited)

Axcelis Technologies, Inc.

Consolidated Statements of Operations

In thousands, except per share amounts

(Unaudited)

Note: Income taxes for the nine months ended September 30, 2003 include a non-cash charge of $69.7 million ($0.70 per diluted

share) to reduce the carrying value of deferred tax assets to zero.