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, Section 17(a) of the Public Utility

    Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940



    
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1. Name and Address of Reporting Person*


    
Duff, David W.

    

    
(Last)                      (First)                      (Middle)


    
c/o Axcelis Technologies, Inc.

    
55 Cherry Hill Drive

    

    
(Street)

    
Beverly,    MA   01915

    

    
(City)                      (State)                      (Zip)

    



    
2. Date of Event
Requiring Statement
    Month/Day/Year


    
08/06/2002

    

    
3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

    






    
4. Issuer Name andTicker or Trading Symbol


    
Axcelis Technologies, Inc.
ACLS

    

    	
	5. Relationship of Reporting Person(s) to Issuer


(Check all applicable)


    
   Director  
       10% Owner

    
X Officer (give title below)    

       Other (specify below)

    

    
Description    
    Vice President and General Manager, Ion Implant and Rapid Thermal Processing

    


    


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


    
08/13/2002



    
    
7. 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





11,859.8




D














	

    
Common stock





264.3




I
By 401(k) plan
 
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
    (Instr. 4)
2. Date Exercisable(DE) and
    Expiration Date(ED)
    (Month/Day/Year)





  DE     /     ED  
3. Title and Amount of
    Underlying Securities
    (Instr. 4)





Title     /         Amount or Number of Shares
4. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    Security
5. Owner-
ship
Form of
Deriv-
ative
Security:
Direct (D)
or
Indirect (I)

(Instr.5) 6. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.5) Stock option (right to buy)(1)
01/27/2003 / 01/27/2008
common stock / 3,388
$10.44
D
Stock option (right to buy) (1)
01/26/2004 / 01/26/2009
common stock / 2,117
$8.43
D
Stock option (right to buy)(1)
(2) / 01/25/2010
common stock / 11,350
$8.44
D
Stock option (right to buy) (1)
(3) / 07/10/2010
common stock / 12,000
$22.00
D
Stock option (right to buy) (1)
(4) / 07/30/2011
common stock / 10,715
$14.10
D
Stock option (right to buy) (1)
(5) / 7/30/2011
common stock / 10,714
$13.20
D
Stock option (right to buy) (1)
(6) / 03/26/2012
common stock / 50,000
$13.59
D

Explanation of Responses:
 
This Amendment to Mr. Duff's Form 3 is being filed to correct the expiration date of his $13.20 options.
(1) Granted under the Axcelis Technologies, Inc. 2000 Stock Plan.
(2) Currently exercisable as to 5,590 shares, and the remaining 5,590 shares will become exercisable on 01/25/2003.
(3) Currently exercisable as to 6,000 shares, and an additional 3,000 shares will become exercisable on each of 07/10/2003 and 07/10/2004.
(4) Currently exercisable as to 2,678 shares, and an additional 2,678 shares will become exercisable on each of 07/30/2003 and 07/30/2004, with the remaining 2,681 shares becoming exercisable on 07/30/2005.
(5) Currently exercisable as to 2,678 shares, and an additional 2,678 shares will become exercisable on each of 07/30/2003 and 07/30/2004, with the remaining 2,680 shares becoming exercisable on 07/30/2005.
(6) Will become exercisable as to 12,500 shares on each of 03/26/2003, 03/26/2004, 03/26/2005 and 03/26/2006.
By: Date: /s/ Lynnette C. Fallon 02/10/2003 Attorney-in-Fact for David W. Duff ** Signature of Reporting Person
SEC 1473 (07-02)


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).
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