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

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934 (Amendment No. 1 )*

SPIRE CORP
- ---------------------
(Name of Issuer)

Common Stock
- ------------
(Title of Class of Securities)

848565107
- ---------
(CUSIP Number)

Leviticus Partners, L.P.
Adam M. Hutt
30 Park Ave. Suite 12F
New York, NY 10016
(212) 871-5700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 11, 2004
- ------------
(Date of Event which Requires Filing of this Statement)


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 Rule 13d-l(e), (f) or (g),
check the following box.  |_|

*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 the 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.








CUSIP No. 848565107
1  	NAMES OF REPORTING PERSONS
   	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

	Leviticus Partners, L.P.
_______________________________________________________________________
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) |X|

(b) |_|
_______________________________________________________________________
3 	SEC USE ONLY

_______________________________________________________________________
4  	SOURCE OF FUNDS:

	WC
_______________________________________________________________________
5   	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)                 |_|
_______________________________________________________________________
6   	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware
_______________________________________________________________________
                       7      SOLE VOTING POWER:
                      			425,200
                       ________________________________________________
      NUMBER OF        8      SHARED VOTING POWER:
        SHARES
     BENEFICIALLY                           0
       OWNED BY        ________________________________________________
         EACH          9      SOLE DISPOSITIVE POWER:
      REPORTING
     PERSON WITH                    	425,200
                       ________________________________________________
                       10     SHARED DISPOSITIVE POWER:

                                            0
_______________________________________________________________________
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING Person

425,200
______________________________________________________________________
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:                        |_|

_______________________________________________________________________
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

            6.2%
_______________________________________________________________________
14          TYPE OF REPORTING PERSON:

		PN
_______________________________________________________________________

CUSIP No. 848565107
_______________________________________________________________________
1   	NAMES OF REPORTING PERSONS
     	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

    	AMH Equity, LLC
_______________________________________________________________________
2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) |X|
(b) |_|
_______________________________________________________________________
3           SEC USE ONLY

_______________________________________________________________________
4           SOURCE OF FUNDS:

		AF
_______________________________________________________________________
5           CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)  			 |_|
_______________________________________________________________________
6           CITIZENSHIP OR PLACE OF ORGANIZATION:

		New York
_______________________________________________________________________
			7 	SOLE VOTING POWER:

				0
	________________________________________________
      NUMBER OF        8      	SHARED VOTING POWER:
        SHARES
     BENEFICIALLY          	0
       OWNED BY        ________________________________________________
         EACH          9      	SOLE DISPOSITIVE POWER:
      REPORTING
     PERSON WITH              	0
                       ________________________________________________
                       10     SHARED DISPOSITIVE POWER:

                             	0
_______________________________________________________________________
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

0
_______________________________________________________________________
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:                                               |_|
_______________________________________________________________________
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

                                     0
_______________________________________________________________________
14          TYPE OF REPORTING PERSON:
                                      00
_______________________________________________________________________

CUSIP No. 848565107
_______________________________________________________________________

1   	NAMES OF REPORTING PERSONS
     	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

    Parameter Partners, LLC
_______________________________________________________________________
2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) |X|
(b) |_|
_______________________________________________________________________
3           SEC USE ONLY

_______________________________________________________________________
4           SOURCE OF FUNDS:

		WC
_______________________________________________________________________
5           CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)  			 |_|
_______________________________________________________________________
6           CITIZENSHIP OR PLACE OF ORGANIZATION:

		New York
_______________________________________________________________________
			7 	SOLE VOTING POWER:

				22,216
	________________________________________________
      NUMBER OF        8      	SHARED VOTING POWER:
        SHARES
     BENEFICIALLY          	0
       OWNED BY        ________________________________________________
         EACH          9      	SOLE DISPOSITIVE POWER:
      REPORTING
     PERSON WITH              	22,216
                       ________________________________________________
                       10     SHARED DISPOSITIVE POWER:

                             	0
_______________________________________________________________________
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

22,216
_______________________________________________________________________
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:                                               |_|
_______________________________________________________________________
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

                                     0.3%
_______________________________________________________________________
14          TYPE OF REPORTING PERSON:
                                      PN
_______________________________________________________________________

CUSIP No. 848565107

____________________________________________________________________
1           NAMES OF REPORTING PERSONS
            S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

Adam M. Hutt  _______________________________________________________
2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) |X|
(b) |_|
_______________________________________________________________________
3           SEC USE ONLY

_______________________________________________________________________
4           SOURCE OF FUNDS:
	00
_______________________________________________________________________
5           CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS
            IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
		|_|

_______________________________________________________________________
6           CITIZENSHIP OR PLACE OF ORGANIZATION:

		United States
_______________________________________________________________________
			7      SOLE VOTING POWER:

					0
	________________________________________________
      NUMBER OF        8      SHARED VOTING POWER:
        SHARES
     BENEFICIALLY                  	0
       OWNED BY        ________________________________________________
         EACH          9      SOLE DISPOSITIVE POWER:
      REPORTING
     PERSON WITH                  	0
                       ________________________________________________
                       10     SHARED DISPOSITIVE POWER:

                          		0
_______________________________________________________________________
11          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
				0
_______________________________________________________________________
12          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:                                               |_|
_______________________________________________________________________
13          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

                                     0
_______________________________________________________________________
14          TYPE OF REPORTING PERSON:
     HC, IN
_______________________________________________________________________


ITEM 1. SECURITY AND ISSUER.

This schedule 13D/A relates to the common stock, $.001 par value per share
(the "Shares"), of SPIRE CORP (the "Issuer"). The principal executive
offices of the Issuer are located at ONE PATRIOTS PARK; Bedford, MA 01730.

ITEM 2.  IDENTITY AND BACKGROUND.

(a)   This Schedule 13D/A is jointly filed by Leviticus Partners, L.P., a
Delaware limited partnership ("Leviticus"), AMH Equity, LLC ("AMH"), a
New York limited liability company, Adam Hutt, a natural person and
Parameter Partners, LLC ("Parameter"), a Delaware limited liability company,
(each a "Reporting Person" and, collectively, the "Reporting Persons").
AMH is the general partner of both Leviticus and Parameter. Adam Hutt is
the controlling person of AMH.

      Information contained herein with respect to each Reporting Person
is given solely by such Reporting Person, and no other Reporting Person
has responsibility for the accuracy or completeness of information s
upplied by such other Reporting Person.

(b)   The business address for all Reporting Persons is 30 Park Avenue,
Suite 12F, New York, New York 10016.

(c)   Each Reporting Person's principal business is investing in
securities in order to achieve certain investment objectives.

(d)   During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).

(e)   During the last five years, none of the Reporting Persons has
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.

(f)   Adam Hutt is a citizen of the United States.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Leviticus used approximately $1,508,500 of its working capital to
purchase the Shares and Parameter used approximately $102,000 of its
working capital to purchase the Shares.


ITEM 4. PURPOSE OF TRANSACTION.

The Reporting Persons purchased the Shares for investment purposes. The
Reporting Persons presently consider the Shares an attractive investment
and intend to review their investment on an ongoing basis. Such continuing
review may result in the Reporting Persons acquiring additional shares of
the Issuer in the open-market or in privately negotiated transactions,
maintaining their holdings at current levels or selling all or a portion
of their holdings in the open-market or in privately negotiated
transactions. Any such actions the Reporting Persons undertake will be
dependent upon, among other things, the availability of shares of the
Issuer for purchase and the price levels of such shares; general market
and economic conditions; on-going evaluation of the Issuer's business,
financial condition, operations and prospects; the relative attractiveness
of alternative business and investment opportunities; the availability of
funds for the purchase of additional shares of the Issuer; the actions of
the management and Board of Directors of the Issuer; and other future
developments. Although the foregoing reflects activities presently
contemplated by the Reporting Persons with respect to the Issuer, the
foregoing is subject to change at any time. Except as set forth above,
the Reporting Persons have no present plans or intentions which would
result in or relate to any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D.

ITEM 5.  INTEREST IN THE SECURITIES OF THE ISSUER.

(a) For purposes of Rule 13d-3 under the Securities Exchange Act of 1934,
as amended, Leviticus may be deemed to be the beneficial owner of the
aggregate amount of 425,200 Shares representing approximately 6.2% of
the outstanding Shares of the Issuer (based upon 6,839,909 shares
outstanding as of October 25, 2004, as reported on the latest Form 10-QSB
of the Issuer for the quarter ended September 30, 2004).

	For purposes of Rule 13d-3 under the Securities Exchange Act of
1934, as amended, Parameter may be deemed to be the beneficial owner of the
aggregate amount of 22,216 Shares representing approximately 0.3% of
the outstanding Shares of the Issuer (based upon 6,839,909 shares
outstanding as of October 25, 2004, as reported on the latest Form 10-QSB
of the Issuer for the quarter ended September 30, 2004).

      AMH is the general partner of Leviticus and for purposes of Rule
13d-3 under the Securities Exchange Act of 1934, as amended, AMH may be
deemed to be the beneficial owner of the aggregate amount of 447,416
Shares representing approximately 6.5% of the outstanding Shares of the
Issuer (based upon 6,839,909 shares outstanding as of October 25, 2004,
as reported on the latest Form 10-QSB of the Issuer for the quarter ended
September 30, 2004). AMH disclaims any beneficial ownership of the Shares
covered by this Statement.

      Adam Hutt is the control person of AMH and for purposes of Rule
13d-3 under the Securities Exchange Act of 1934, as amended, Adam Hutt
may be deemed to be the beneficial owner of the aggregate amount of
447,416 Shares representing approximately 6.5% of the outstanding
Shares of the Issuer (based upon 6,839,909 shares outstanding as of
October 25, 2004, as reported on the latest Form 10-QSB of the Issuer for
the quarter ended September 30, 2004). Adam Hutt disclaims any beneficial
ownership of the Shares covered by this Statement.

(b) Leviticus has sole voting and dispositive power of it's Shares and
Parameter has sole voting and dispositive power of it's Shares. AMH
and Adam Hutt disclaim beneficial ownership of the Shares.

(c) Leviticus effected the following transactions in the Shares during
the past 60 days as set forth below:

Date              Type            Amount of Shares        Price/Share
12/02/04    open market purchase        2,538     		4.43
12/02/04    open market purchase        200     		4.35
12/01/04    open market purchase      	3,200              	4.40
11/26/04    open market purchase        62                 	4.35
11/23/04    open market purchase    	3,700        		4.25
11/23/04    open market purchase        500			4.23
11/18/04    open market purchase        5,000			4.55
11/17/04    open market purchase   	200			4.55
11/17/04    open market purchase   	1,300			4.56
11/17/04    open market purchase   	8,500			4.63

Parameter effected the following transactions in the Shares during
the past 60 days as set forth below:

Date              Type            Amount of Shares        Price/Share
10/14/04    open market purchase        900     		4.82
10/13/04    open market purchase        5,416     		4.82
10/12/04    open market purchase      	900              	4.81


(d) Not Applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.

Not Applicable

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

      Not Applicable

                                   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: December 11, 2004

				Leviticus Partners, L.P.
				By: AMH Equity, LLC, its general partner
				By: /s/ Adam Hutt
				Name: Adam Hutt
				Title: Managing Member


				Parameter Partners, LLC
				By: AMH Equity, LLC, its general partner
				By: /s/ Adam Hutt
				Name: Adam Hutt
				Title: Managing Member


				AMH Equity, LLC
				By: /s/ Adam Hutt
				Name: Adam Hutt
				Title: Managing Member

				Adam Hutt
				By: /s/ Adam Hutt
				Name: Adam Hutt

Attention. Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).