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)

March 28, 2008
(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
12,183,293 shares

(8) Shared voting power
None

(9) Sole dispositive power
12,183,293 shares

(10) Shared dispositive power
None

(11) Aggregate amount beneficially owned by each reporting person
12,183,293 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 $72,480,001 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.
In a correspondence sent today, we indicated our current intention to vote
"withheld" with respect to the three candidates who have been nominated
for re-election to Axcelis' Board of Directors because of identified
differences with the Board's direction as it pertains to Sumitomo Heavy
Industries' acquisition proposal.  A copy of this correspondence is
attached.

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.

Transactions shown below primarily resulted from cash flows within client
portfolios.  Generally, Sterling responds to such flows by executing
transactions to maintain holdings at approximately the same percentages
of the portfolio as prior to the cash flow.

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 12,183,293 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		1/31/2008	950       $4.03
Buy		2/4/2008	13,000    $4.33
Buy		2/15/2008	1,800     $5.18
Buy		3/18/08		22,106	  $5.49



Sell		1/28/2008	1,600	  $4.02
Sell		1/30/2008	2,400	  $4.06
Sell		2/1/2008	16,425	  $4.17
Sell		2/12/2008	7,990	  $5.19
Sell		2/21/2008	400	  $5.06
Sell		2/22/2008	10,250	  $5.00
sell		3/4/2008	4,200	  $4.02
sell		3/12/2008	1,400     $5.44
sell		3/14/2008       45	  $5.48
sell		3/20/2008	3,200     $5.50
sell		3/25/2008	12,400    $5.62
sell		3/26/2008	65        $5.55

(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:  March 28, 2008

STERLING CAPITAL MANAGEMENT LLC

By /s/  Brian R. Walton
______________________________________

Brian R. Walton
Managing Director

EX-99

March 28, 2008


Ms. Mary Puma
Chairman and CEO
Axcelis Technologies, Inc.
108 Cherry Hill Drive
Beverly, MA 01915-1053


Dear Ms Puma:

Although SHI recently raised its proposed acquisition price by 15% to $6.00
per share, it would appear that we are no closer to achieving an open
dialogue between Axcelis and SHI.  As we have communicated previously, we
firmly believe that full engagement between the two parties would ultimately
lead to a transaction which fairly values Axcelis.

Without questioning the Board's sincerity or motivation to create shareholder
value, we strongly differ with several conclusions and strategies which seem
to be influencing events.

     o  Sterling has previously communicated our perspective on fair value
for Axcelis at $7.00 to $7.50 per share.  This assessment was reached after
extensive due diligence and utilized all available public information.
Further, it assumes that Axcelis is able to achieve market share gains which
would lead to improved financial results.  We are concerned that the Board
and its advisors are utilizing overly optimistic assumptions regarding
Optima's ultimate market share gains and consequently embracing an intrinsic
value which is not achievable.

     o  We strongly disagree that the potential acquisition of SEN by
Axcelis is in the shareholders best interest.  Although there are likely
measurable synergies which would exist under a single company structure,
current operating and financial challenges faced by Axcelis make this
strategy both impractical and highly risky.

     o  Several issues have developed over the last few years which have
strained the relationship between Axcelis and SHI.  Nonetheless, we believe
that SHI represents the most logical acquirer of Axcelis from both a
strategic and financial perspective.  Clearly, the joint ownership of SEN
and the financial backing of TPG are additive in achieving a transaction.

     o  The Board has chosen not to provide shareholders any additional
customer data or financial projections which would support a recalibrating
of fair value for Axcelis.  We are concerned that even if appropriate
confidentiality agreements between SHI and Axcelis are signed limited
information sharing will impede the negotiations.

Unfortunately, because of these significant differences, we find it difficult
to support the three candidates who have been nominated for re-election to
the Axcelis Board of Directors.  Sterling continues to own approximately 12%
of outstanding Axcelis shares and it is our current intent to vote these
shares 'withheld' in the upcoming election.  As always, we would be open to
further discussions with you and other Board members to review these points
of contention.  Hopefully, prior to the May 1st shareholder meeting there
will be progress in your discussions with SHI such that these issues may be
rendered moot.


Sincerely,



Brian R Walton, CFA
Managing Director
Sterling Capital Management