SC 13D/A

Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
Axcelis Technologies Inc.
(Name of Issuer)

Common Stock ($.001 par value)
(Title of Class of Securities)

054540109
(CUSIP Number)

Kenneth R. Cotner
Sterling Capital Management LLC
4064 Colony Road, Suite 300
Charlotte, NC  28211
704-372-8670
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

November 28, 2007
(Date of Event Which Requires Filing of This Statement) (Title of Class of
Securities)

If the filing person has previously filed a statement on Schedule 13G to
 report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of ??240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box.  X

Note: Schedules filed in paper format shall include a signed original and five
 copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 054540109

(1) Names of reporting persons.
Sterling Capital Management
42-1658828

(2) Check the appropriate box if a member of a group
(a)
 (b)

(3) SEC use only

(4) Source of funds (see instructions)
OO.  Funds of investment advisory clients.

(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d)
or 2(e).
Not applicable.

(6) Citizenship or place of organization
North Carolina

Number of shares beneficially owned by each reporting person with:
(7) Sole voting power
12,213,875 shares

(8) Shared voting power
None

(9) Sole dispositive power
12,213,875 shares

(10) Shared dispositive power
None

(11) Aggregate amount beneficially owned by each reporting person
12,213,875 shares

(12) Check if the aggregate amount in Row (11) excludes certain shares
(see instructions).
Not applicable

(13) Percent of class represented by amount in Row (11)
11.9%

(14) Type of reporting person (see instructions)
IA


Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, $.001 par value (the
"Securities"), of Axcelis Technologies Inc. (the "Issuer").  The principal
executive office of the Issuer is located at 108 Cherry Hill Drive;
Beverly, MA  01915.

Item 2. Identity and Background.

(a), (b), (c) and (f).  This statement is being filed by Sterling Capital
Management LLC ("Sterling").

Sterling is an investment adviser registered with the Securities &
Exchange Commission under the Investment Advisers Act of 1940.  The address
of its principal office is 4064 Colony Road, Suite 300, Charlotte, NC  28211.
Sterling serves as an investment adviser to individual and institutional
clients.  The Securities of the Issuer reported in Item 5 were acquired on
behalf of the investment advisory clients of Sterling, under discretionary
authority granted to Sterling.

(d) and (e).  None of the entities or persons identified in this Item 2
has during the past five years been convicted in any criminal proceeding, nor
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.
The respective investment advisory clients of Sterling used
approximately $72,081,242 in the aggregate to purchase the Securities
reported in this filing.  All assets used to purchase Securities were assets
of these respective clients and none were assets of Sterling.  In addition,
none of the proceeds used to purchase the Securities were provided through
borrowings of any nature.

Item 4. Purpose of Transaction.
On November 15, 2007, representatives of Sterling Capital met with senior
management of the Issuer.  At this meeting several issues were discussed
including the progress of the Optima HD, the company's strategy to maintain
High Energy market share, cost reduction initiatives, recent personnel changes,
and financial initiatives designed to enhance operating flexibility.
Subsequent to this meeting, Sterling sent a letter to Ms. Mary Puma,
Chairman and Chief Executive Officer of Axcelis.  This letter encouraged
management and the board of directors to move forward on several actions
designed to enhance shareholder value.  We have attached a copy of this
most recent correspondence.

The Securities reported in this filing have been acquired for
investment purposes on behalf of client accounts over which Sterling has
discretionary investment authority.

In pursuing such investment purposes, Sterling may further purchase,
hold, vote, trade, dispose or otherwise deal in the Securities at times, and
in such manner, as they deem advisable to benefit from changes in market
prices of such Securities, changes in the Issuer's operations, business
strategy or prospects, or from sale or merger of the Issuer.  To evaluate
such alternatives, Sterling will routinely monitor the Issuer's operations,
prospects, business development, management, competitive and strategic
matters, capital structure, and prevailing market conditions, as well as
alternative investment opportunities and other investment considerations.
Consistent with its investment research methods and evaluation criteria,
Sterling may discuss such matters with management or directors of the Issuer,
other shareholders, industry analysts, existing or potential strategic
partners or competitors, investment and financing professionals, sources of
credit and other investors.  Such factors and discussions may materially
affect, and result in, Sterling modifying its clients' ownership of the
Securities, exchanging information with the Issuer pursuant to appropriate
confidentiality or similar agreements, proposing changes in the Issuer's
operations, governance or capitalization, or in proposing one or more of the
other actions described in subsections (a) through (j) of Item 4 of Schedule
13D.

Sterling reserves the right to formulate other plans and/or make other
proposals, and take such actions with respect to their investment in the
Issuer, including any or all of the actions set forth in paragraphs (a)
through (j) of Item 4 of Schedule 13D.


Item 5. Interest in Securities of the Issuer.
(a) and (b).  The aggregate number and percentage of Securities to
which this Schedule 13D relates is 12,213,875 shares of the common stock of
the Issuer, constituting approximately 11.9% of the 102,250,365 shares
outstanding.

(c).  The following transactions in the Issuer's Securities were
effected by Sterling during the sixty days preceding the date of this report.
On certain days, multiple transactions may have been executed at different
times.  The data below include the total shares and average price for all buy
or sell transactions effected for each day.  All such transactions represent
open market transactions.

Transaction	Trade Date	Shares	Average Price
Buy		10/3/2007	61,400	  $5.01
Buy		10/4/2007	100,000 $4.92
Buy		10/5/2007	97,944	  $5.02
Buy		10/8/2007	2,050	  $4.94
Buy		10/9/2007	15,608	  $4.98
Buy		10/10/2007	95,359	  $5.01
Buy		10/11/2007	170,000 $4.99
Buy		10/12/2007	112,000 $5.01
Buy		10/15/2007	82,200	  $5.03
Buy		10/16/2007	53,900	  $5.02
Buy		10/17/2007	177,260 $4.78
Buy		10/18/2007	273,950 $4.91
Buy		10/19/2007	429,930 $4.86
Buy		10/22/2007	61,100	  $4.88
Buy		10/23/2007	3,800	  $5.00
Buy		10/24/2007	72,200	  $4.65
Buy		11/7/2007	20,000	  $4.09
Buy		11/8/2007	113,500 $4.08
Buy		11/15/2007	61,648	  $4.34
Buy		11/16/2007	21,590	  $4.39

Sell		9/26/2007	4,500	  $5.07
Sell		10/1/2007	50,000	  $5.13
Sell		10/2/2007	95,950	  $5.11
Sell		10/3/2007	126,941 $4.98
Sell		10/4/2007	123,650 $4.87
Sell		10/23/2007	9,200	  $4.74
Sell		10/25/2007	3,900	  $4.46
Sell		10/26/2007	350	  $4.34
Sell		11/13/2007	5,000	  $4.33
Sell		11/15/2007	4,800	  $4.33
Sell		11/21/2007	740	  $4.29


(d).  The investment advisory clients of Sterling have the sole right
to receive and, subject to notice, to withdraw the proceeds from the sale of
the Securities.  Such clients may also terminate the investment advisory
agreements without penalty upon appropriate notice.

(e).  Not applicable.


Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
The powers of disposition with respect to Securities owned by
discretionary accounts of Sterling are established in written investment
advisory agreements between clients and Sterling, which are entered into in
the normal and usual course of the business of Sterling as a registered
investment adviser and which are generally applicable to all securities
purchased for the benefit of each such discretionary account.  There are no
special or different agreements relating to the Securities of the Issuer.

The written investment advisory agreements with clients do not contain
provisions relating to borrowing of funds to finance the acquisition of the
Securities, acquisition of control, transfer of securities, joint ventures,
or any of the other transactions listed in the instructions to Item 7 of
Schedule 13D other than voting of proxies.  In connection with voting,
Sterling may be allowed or directed to vote the proxies received by
discretionary accounts.


Signature.
After reasonable inquiry and to the best of my knowledge and belief, I certify
 that the information set forth in this statement is true, complete and correct.

Date:  November 28, 2007

STERLING CAPITAL MANAGEMENT LLC

By /s/  Brian R. Walton
______________________________________

Brian R. Walton
Managing Director

EX-99

November 19, 2007


Ms Mary Puma
Chairman and Chief Executive Officer
Axcelis Technologies
108 Cherry Hill Drive
Beverly, MA 01915

Dear Mary:

We appreciated the opportunity to meet with you and Stephen Bassett last
Wednesday.  In our opinion, the meeting was productive in framing the
potential for the Optima HD product as well as the high degree of
conviction in its ultimate success shared by senior management and the
Board.

We do believe that certain actions are required today to ensure that
Axcelis has the financial flexibility to drive Optima to its full potential.
We are of the opinion that there is a growing risk that external forces
will exert pressure on Axcelis over the next 12 to 18 months.  Specifically,
a weakening semiconductor capital equipment market and aggressive marketing
tactics by a well funded competitor may work to create a challenging 2008.
To address these likely near term challenges we strongly encourage
that you expeditiously move forward on the following objectives:

*	Refinance the existing 2009 Convertible Notes
*	Explore a sale-leaseback agreement for the Beverly property

Successful completion of the above initiatives should secure Axcelis'
financial strength even under the most challenging of environments.
Further, it should eliminate the growing concern among Wall Street analysts
about Axcelis' financial flexibility.

Coincident with actions designed to strengthen the balance sheet, we also
believe that the Board needs to begin the process to explore strategic
alternatives for Axcelis.  Hiring an investment banking firm to solicit
interest for a minority, majority, or strategic investment in Axcelis
is an obvious path to creating shareholder value.  We believe an educated
buyer would be willing to value Axcelis incorporating the company's Optima
technology and market potential.  Further, we believe an investor would be
attracted to Axcelis' large installed base and stable service business,
dominant market position in the High Energy segment, and ownership
position
in SEN.



Ms. Mary Puma
November 19, 2007
Page Two


Sterling currently owns approximately 12 million shares of Axcelis or 11%
of the outstanding shares.  It is our intention to convert to a 13D ownership
position which will allow us greater flexibility in communicating with other
interested parties.

We hope management and the Board will support these initiatives and will move
aggressively to create value for Axcelis' shareholders.

Sincerely,

STERLING CAPITAL MANAGEMENT LLC



Brian R. Walton, CFA


cc: 	Mr. Stephen R. Hardis
	Mr. Steve Bassett