SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

FLYNN MATTHEW P

(Last)

(First)

(Middle)

C/O AXCELIS TECHNOLOGIES, INC.

108 CHERRY HILL DRIVE

(Street)

BEVERLY

01915

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/10/2005

3. Issuer Name and Ticker or Trading Symbol
AXCELIS TECHNOLOGIES INC [ ACLS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Customer Operations

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	895.5	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Right to Buy (Stock Option)	01/29/2000	01/27/2008	Common Stock	5,082	$10.44	D
Right to Buy (Stock Option)	01/26/2002	01/26/2009	Common Stock	2,329	$8.43	D
Right to Buy (Stock Option)	01/25/2003	01/25/2010	Common Stock	3,388	$8.44	D
Right to Buy (Stock Option)	07/10/2004	07/10/2010	Common Stock	4,500	$22	D
Right to Buy (Stock Option)	07/30/2005⁽¹⁾	07/30/2011	Common Stock	4,911	$14.1	D
Right to Buy (Stock Option)	07/30/2005⁽²⁾	07/30/2011	Common Stock	4,910	$13.2	D
Right to Buy (Stock Option)	06/21/2006⁽³⁾	06/21/2012	Common Stock	5,000	$10.28	D
Right to Buy (Stock Option)	11/06/2005⁽⁴⁾	11/06/2012	Common Stock	15,500	$6.88	D
Right to Buy (Stock Option)	06/21/2006⁽⁵⁾	06/21/2012	Common Stock	3,750	$5.85	D
Right to Buy (Stock Option)	05/01/2007⁽⁶⁾	05/01/2013	Common Stock	11,250	$5.7	D
Right to Buy (Stock Option)	05/01/2007⁽⁷⁾	05/01/2013	Common Stock	15,000	$11.48	D
Right to Buy (Stock Option)	06/25/2008⁽⁸⁾	06/25/2014	Common Stock	15,000	$11.87	D
Right to Buy (Stock Option)	06/25/2008⁽⁹⁾	06/25/2014	Common Stock	15,000	$7.97	D

Explanation of Responses:

1. Exercisable as to 25% of the shares on each of 7/30/2002, 7/30/2003, 7/30/2004 and 7/30/2005.

2. Exercisable as to 25% of the shares on each of 7/30/2002, 7/30/2003, 7/30/2004 and 7/30/2005.

3. Exercisable as to 25% of the shares on 6/21/2003, 6/21/2004, 6/21/2005 and 6/21/2006.

4. Exercisable as to 5,500 shares currently; exercisable as to 5,000 shares on each of 11/6/2005 and 11/6/2006.

5. Exercisable as to 1,250 shares currently; exercisable as to 1,250 shares on each of 6/21/2005 and 6/21/2006.

6. Exercisable as to 3,750 shares currently; exercisable as to 3,750 shares on each of 5/01/2006 and 5/01/2007.

7. Exercisable as to 25% of the total shares on each of 5/01/2004, 5/01/2005, 5/01/2006 and 5/01/2007.

8. Exercisable as to 25% of the total shares on each of 6/25/2005, 6/25/2006, 6/25/2007 and 6/25/2008.

9. Exercisable as to 25% of the total shares on each of 6/25/2005, 6/25/2006, 6/25/2007 and 6/25/2008.

	Lynnette C. Fallon, as attorney-in-fact	01/19/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.