Registration No. 333-
                                                                         -------

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                   ----------

                           AXCELIS TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                      34-1818596
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                              55 CHERRY HILL DRIVE
                          BEVERLY, MASSACHUSETTS 01915
                    (Address of principal executive offices)


             AXCELIS TECHNOLOGIES, INC. 2000 STOCK PLAN
                            (Full title of the plan)

                                BRIAN R. BACHMAN
                    VICE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           AXCELIS TECHNOLOGIES, INC.
                              55 CHERRY HILL DRIVE
                          BEVERLY, MASSACHUSETTS 01915
                     (Name and address of agent for service)

                                 (978) 232-4001
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
   TITLE OF                      PROPOSED MAXIMUM  PROPOSED MAXIMUM  AMOUNT OF
  SECURITIES      AMOUNT TO BE   OFFERING PRICE      AGGREGATE      REGISTRATION
TO BE REGISTERED  REGISTERED(1)  PER SHARE         OFFERING PRICE       FEE
--------------------------------------------------------------------------------


Common Stock, par
value $0.001 per
share (2)          3,830,053     $22.0000(3)        $ 84,261,166     $58,450
                     215,000     $11.1875(3)        $  2,405,313
                      50,000     $18.8750(3)        $    943,750
                      10,000     $14.1875(3)        $    141,875
                       7,000     $10.6250(3)        $     74,375
                       3,500     $12.3125(3)        $     43,094
                       2,000     $15.0000(3)        $     30,000
                         750     $24.1250(3)        $     18,094
                         150     $18.0625(3)        $      2,709
                  14,381,547     $9.28125(4)        $133,478,733

--------------------------------------------------------------------------------



         (1) This Registration Statement also registers additional securities to
be offered or issued upon  adjustments or changes made to registered  securities
by reason of any stock  splits,  stock  dividends  or  similar  transactions  as
permitted by Rule 416(a) and Rule 416(b) under the  Securities  Act of 1933,  as
amended (the "Securities Act").


<PAGE>


         (2) Includes preferred stock purchase rights.  Prior to the   occurence
of certain  events,  the preferred  stock purchase  rights will not be evidenced
separately from the Common Stock.


         (3) Based upon the  exercise  price of the  options in respect of which
the shares may be issued,  in accordance  with Rule 457(h) under the  Securities
Act.


         (4) Estimated  solely for the purpose of calculating  the  registration
fee pursuant to Rule 457(h) under the  Securities  Act. The fee is calculated on
the basis of the average of the high and low prices for the Registrant's  Common
Stock reported on the Nasdaq National Market on November 10, 2000.


--------------------------------------------------------------------------------


<PAGE>



PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Securities and
      Exchange  Commission (the "Commission")  pursuant to the Securities Act of
      1933, as amended (the "Securities Act"), or the Securities Exchange Act of
      1934, as amended (the "Exchange  Act"), are incorporated by reference into
      this Registration Statement:  (i)  the   Registrant's   prospectus   filed
      pursuant to Rule  424(b)  under the Act on July 11,  2000, which  contains
      audited financial  statements for the fiscal year ended December 31, 1999;
      and (ii) the description of the Registrant's Common Stock contained in the
      Registrant's Registration  Statement on Form 8-A filed with the Commission
      on July 3, 2000.

         All documents  subsequently filed by the Registrant with the Commission
      pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act after
      the date of this  Registration  Statement,  but  prior to the  filing of a
      post-effective  amendment to this  Registration  Statement which indicates
      that all securities offered by this Registration  Statement have been sold
      or which deregisters all such securities then remaining  unsold,  shall be
      deemed to be incorporated by reference into this  Registration  Statement.
      Each document  incorporated by reference into this Registration  Statement
      shall be deemed to be a part of this Registration  Statement from the date
      of filing  of such  document  with the  Commission  until the  information
      contained  therein is  superseded  or updated  by any  subsequently  filed
      document  which  is  incorporated  by  reference  into  this  Registration
      Statement  or by any document  which  constitutes  part of the  prospectus
      relating to the Axcelis  Technologies,  Inc.  2000 Stock Plan  meeting the
      requirements of Section 10(a) of the Securities Act.

      ITEM 4.     DESCRIPTION OF SECURITIES.

         The class of securities to be offered under this Registration Statement
      is registered under Section 12 of the Exchange Act.

      ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

      ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 102(b)(7) of the Delaware General  Corporation Law (the "DGCL")
      permits a Delaware  corporation,  in its certificate of incorporation,  to
      limit  or  eliminate,   subject  to  certain  statutory  limitations,  the
      liability  of a  director  to  the  corporation  or its  stockholders  for
      monetary  damages for breach of fiduciary  duty,  except for liability (i)
      for any breach of the director's duty of loyalty to the corporation or its
      stockholders,  (ii)  for  acts or  omissions  not in good  faith  or which
      involve intentional  misconduct or a knowing violation of law, (iii) under
      Section  174 of the  DGCL,  or (iv) for any  transaction  from  which  the
      director  derived  an  improper  personal  benefit.   Article  10  of  the
      Registrant's  Restated  Certificate  of  Incorporation  provides  that  no
      director of the Registrant shall be personally liable to the Registrant or
      its  stockholders in accordance  with the foregoing  provisions of Section
      102(b)(7).

         Under Section 145 of the DGCL, a Delaware  corporation has the power to
      indemnify  directors and officers under certain  prescribed  circumstances
      and, subject to certain  limitations,  against certain costs and expenses,
      including  attorneys' fees, actually and reasonably incurred in connection
      with  any  action,   suit  or   proceeding,   whether   civil,   criminal,
      administrative or investigative, to which any of them is a party by reason
      of being a director or officer of the Registrant if it is determined  that
      the  director  or the  officer  acted in  accordance  with the  applicable
      standard of conduct set forth in such statutory  provision.  Article 10 of
      the Registrant's  Restated Certificate of Incorporation  provides that any
      person who was or is made a party or is  threatened  to be made a


                                      II-1
<PAGE>


     party  to or is  otherwise  involved  in any  action,  suit or  proceeding,
     whether civil, criminal,  administrative or investigative, by reason of the
     fact that such person is or was a director or an officer of the  Registrant
     or is or was  serving  at the  request  of the  Registrant  as a  director,
     officer,  employee  or agent of another  corporation  or of a  partnership,
     joint venture, trust or other enterprise, including service with respect to
     an employee  benefit plan,  whether the basis of such proceeding is alleged
     action in an official capacity as a director, officer, employee or agent or
     in any capacity  while serving as a director,  officer,  employee or agent,
     shall be  indemnified  and held  harmless by the  Registrant to the fullest
     extent authorized by the DGCL.

         The  Registrant  has  purchased   directors'  and  officers'  liability
      insurance  covering  certain  liabilities  which  may be  incurred  by the
      officers  and  directors  of  the   Registrant  in  connection   with  the
      performance of their duties. In addition,  the Registrant has entered into
      indemnity  agreements  with its  directors  and  executive  officers  that
      obligate the Registrant to indemnify such directors and executive officers
      to the fullest extent permitted by the DGCL.

      ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

      ITEM 8.     EXHIBITS.

         The following  exhibits are filed herewith or incorporated by reference
      as part of this Registration Statement:


      EXHIBIT NO.                           DESCRIPTION
      -----------                           -----------

         4.1        Restated Certificate  of  Incorporation  of  the  Registrant
                    (incorporated   by   reference   to   Exhibit   3.1  of  the
                    Registrant's  Registration  Statement on Form S-1/A filed on
                    June 15, 2000 (File No. 333-36330)).

         4.2        Bylaws of   the   Registrant,  as   amended (incorporated by
                    reference  to  Exhibit  3.2  to  Registrant's   Registration
                    Statement  on Form  S-1/A  filed on June 15,  2000 (File No.
                    333-36330)).

         5.1        Opinion of Kirkpatrick & Lockhart LLP regarding the legality
                    of the shares being registered hereunder (filed herewith).

         23.1       Consent of Ernst & Young LLP (filed herewith).

         23.2       Consent of  Kirkpatrick  &  Lockhart LLP (included  in   the
                    Opinion filed as Exhibit 5.1).

         24.1       Power  of  Attorney (filed herewith).




                                      II-2
<PAGE>


         ITEM 9.  UNDERTAKINGS.

                  (a)  The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers of sales are
         being made, a post-effective amendment to this Registration Statement:

                              (i) To include any prospectus required  by Section
                           10(a)(3) of the Securities Act;

                              (ii) To  reflect  in the  prospectus  any facts or
                           events  arising  after  the  effective  date  of  the
                           Registration    Statement   (or   the   most   recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate,  represent a fundamental  change
                           in the  information  set  forth  in the  Registration
                           Statement;

                             (iii) To  include  any  material  information  with
                           respect to the plan of  distribution  not  previously
                           disclosed  in  the  Registration   Statement  or  any
                           material   change   to   such   information   in  the
                           Registration Statement;

         Provided,  however,  that  Paragraphs  (a)(1)(i) and (a)(1)(ii) of this
         section do not apply if the  information  required  to be  included  in
         a post-effective amendment by those paragraphs is contained in periodic
         reports  filed with or furnished to the  Commission  by the  Registrant
         pursuant to Section 13 or Section  15(d) of the  Exchange  Act that are
         incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (b) The undersigned  Registrant  hereby  undertakes  that, for
         purposes of determining  any liability  under the Securities  Act, each
         filing of the  Registrant's  annual report pursuant to Section 13(a) or
         Section 15(d) of the Exchange Act that is  incorporated by reference in
         the  Registration  Statement  shall be deemed to be a new  Registration
         Statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

                                      * * *

                  (h) Insofar as indemnification  for liabilities  arising under
         the  Securities  Act  may  be  permitted  to  directors,  officers  and
         controlling  persons  of  the  Registrant  pursuant  to  the  foregoing
         provisions,  or otherwise,  the Registrant has been advised that in the
         opinion of the Commission such indemnification is against public policy
         as expressed in the Securities Act and is, therefore, unenforceable. In
         the event that a claim for  indemnification  against  such  liabilities
         (other than the payment by the Registrant of expenses  incurred or paid
         by a director,  officer or controlling  person of the Registrant in the
         successful  defense of any action,  suit or  proceeding) is asserted by
         such  director,  officer or controlling  person in connection  with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been  settled by  controlling  precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification  by it is against  public  policy as  expressed  in the
         Securities Act and will be governed by the final  adjudication  of such
         issue.



                                      II-3
<PAGE>



                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Beverly, Commonwealth of Massachusetts,  on this  9th
day of November, 2000.



                                   AXCELIS TECHNOLOGIES, INC.


                                   By: /s/ Kevin M. Bisson
                                       ------------------------------------
                                       Kevin M. Bisson
                                       Vice President and Controller


     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following persons in the capacities and on  the
date(s) indicated:

     SIGNATURE                         CAPACITY                       DATE
     ---------                         --------                       ----

           *
--------------------------      Vice Chairman and Chief         November 9, 2000
Brian R. Bachman                Executive Officer
                                (Principal Executive Officer)


           *
--------------------------      President, Chief Operating      November 9, 2000
Mary G. Puma                    Officer and Director


           *
--------------------------      Executive Vice President and    November 9, 2000
Cornelius F. Moses, III         Chief Financial Officer
                                (Principal Financial and
                                Accounting Officer)


            *
--------------------------      Chairman of the Board           November 9, 2000
Stephen R. Hardis


                                      II-4
<PAGE>



     SIGNATURE                         CAPACITY                       DATE
     ---------                         --------                       ----


         *
--------------------------      Director                        November 9, 2000
Alexander M. Cutler



--------------------------      Director
Ned C. Lautenbach


         *
--------------------------      Director                        November 9, 2000
Philip S. Paul


         *
--------------------------      Director                        November 9, 2000
Naoki Takahashi


         *
--------------------------      Director                        November 9, 2000
Gary L. Tooker


*By:  /s/ Kevin M. Bisson, Attorney-in-Fact
      -------------------------------------
      Kevin M. Bisson
      Vice President and Controller







                                      II-5
<PAGE>




                                  EXHIBIT INDEX


        EXHIBIT NO.                     DESCRIPTION
        -----------                     -----------

          4.1       Restated Certificate  of   Incorporation of   the Registrant
                    (incorporated   by   reference   to   Exhibit   3.1  of  the
                    Registrant's  Registration  Statement on Form S-1/A filed on
                    June 15, 2000 (File No. 333-36330)).

          4.2       Bylaws of  the  Registrant, as  amended   (incorporated   by
                    reference  to  Exhibit  3.2  to  Registrant's   Registration
                    Statement  on Form  S-1/A  filed on June 15,  2000 (File No.
                    333-36330)).

          5.1       Opinion of Kirkpatrick & Lockhart LLP regarding the legality
                    of the shares being registered hereunder (filed herewith).

          23.1      Consent of Ernst & Young LLP (filed herewith)

          23.2      Consent of Kirkpatrick & Lockhart LLP (included in the
                    Opinion filed as Exhibit 5.1).

          24.1      Power of  Attorney (filed herewith).








                                      II-6
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{"company-data": {"conformed-name": "AXCELIS TECHNOLOGIES INC", "cik": "0001113232", "assigned-sic": "3559", "irs-number": "341818596", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49768", "film-number": "760302"}, "business-address": {"street1": "55 CHERRY HILL DRIVE", "city": "BEVERLY", "state": "MA", "zip": "01915", "phone": "9782324001"}, "former-company": {"former-conformed-name": "EATON SEMICONDUCTOR EQUIPMENT INC", "date-changed": "20000501"}}
Registration No. 333-
                                                                         -------

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                   ----------

                           AXCELIS TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                      34-1818596
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                              55 CHERRY HILL DRIVE
                          BEVERLY, MASSACHUSETTS 01915
                    (Address of principal executive offices)

             AXCELIS TECHNOLOGIES, INC. 2000 STOCK PLAN
                            (Full title of the plan)

                                BRIAN R. BACHMAN
                    VICE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                           AXCELIS TECHNOLOGIES, INC.
                              55 CHERRY HILL DRIVE
                          BEVERLY, MASSACHUSETTS 01915
                     (Name and address of agent for service)

                                 (978) 232-4001
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
   TITLE OF                      PROPOSED MAXIMUM  PROPOSED MAXIMUM  AMOUNT OF
  SECURITIES      AMOUNT TO BE   OFFERING PRICE      AGGREGATE      REGISTRATION
TO BE REGISTERED  REGISTERED(1)  PER SHARE         OFFERING PRICE       FEE
--------------------------------------------------------------------------------

Common Stock, par
value $0.001 per
share (2)          3,830,053     $22.0000(3)        $ 84,261,166     $58,450
                     215,000     $11.1875(3)        $  2,405,313
                      50,000     $18.8750(3)        $    943,750
                      10,000     $14.1875(3)        $    141,875
                       7,000     $10.6250(3)        $     74,375
                       3,500     $12.3125(3)        $     43,094
                       2,000     $15.0000(3)        $     30,000
                         750     $24.1250(3)        $     18,094
                         150     $18.0625(3)        $      2,709
                  14,381,547     $9.28125(4)        $133,478,733

--------------------------------------------------------------------------------

         (1) This Registration Statement also registers additional securities to
be offered or issued upon  adjustments or changes made to registered  securities
by reason of any stock  splits,  stock  dividends  or  similar  transactions  as
permitted by Rule 416(a) and Rule 416(b) under the  Securities  Act of 1933,  as
amended (the "Securities Act").
(2) Includes preferred stock purchase rights.  Prior to the   occurence
of certain  events,  the preferred  stock purchase  rights will not be evidenced
separately from the Common Stock.

         (3) Based upon the  exercise  price of the  options in respect of which
the shares may be issued,  in accordance  with Rule 457(h) under the  Securities
Act.

         (4) Estimated  solely for the purpose of calculating  the  registration
fee pursuant to Rule 457(h) under the  Securities  Act. The fee is calculated on
the basis of the average of the high and low prices for the Registrant's  Common
Stock reported on the Nasdaq National Market on November 10, 2000.

--------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Securities and
      Exchange  Commission (the "Commission")  pursuant to the Securities Act of
      1933, as amended (the "Securities Act"), or the Securities Exchange Act of
      1934, as amended (the "Exchange  Act"), are incorporated by reference into
      this Registration Statement:  (i)  the   Registrant's   prospectus   filed
      pursuant to Rule  424(b)  under the Act on July 11,  2000, which  contains
      audited financial  statements for the fiscal year ended December 31, 1999;
      and (ii) the description of the Registrant's Common Stock contained in the
      Registrant's Registration  Statement on Form 8-A filed with the Commission
      on July 3, 2000.

         All documents  subsequently filed by the Registrant with the Commission
      pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act after
      the date of this  Registration  Statement,  but  prior to the  filing of a
      post-effective  amendment to this  Registration  Statement which indicates
      that all securities offered by this Registration  Statement have been sold
      or which deregisters all such securities then remaining  unsold,  shall be
      deemed to be incorporated by reference into this  Registration  Statement.
      Each document  incorporated by reference into this Registration  Statement
      shall be deemed to be a part of this Registration  Statement from the date
      of filing  of such  document  with the  Commission  until the  information
      contained  therein is  superseded  or updated  by any  subsequently  filed
      document  which  is  incorporated  by  reference  into  this  Registration
      Statement  or by any document  which  constitutes  part of the  prospectus
      relating to the Axcelis  Technologies,  Inc.  2000 Stock Plan  meeting the
      requirements of Section 10(a) of the Securities Act.

      ITEM 4.     DESCRIPTION OF SECURITIES.

         The class of securities to be offered under this Registration Statement
      is registered under Section 12 of the Exchange Act.

      ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

      ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 102(b)(7) of the Delaware General  Corporation Law (the "DGCL")
      permits a Delaware  corporation,  in its certificate of incorporation,  to
      limit  or  eliminate,   subject  to  certain  statutory  limitations,  the
      liability  of a  director  to  the  corporation  or its  stockholders  for
      monetary  damages for breach of fiduciary  duty,  except for liability (i)
      for any breach of the director's duty of loyalty to the corporation or its
      stockholders,  (ii)  for  acts or  omissions  not in good  faith  or which
      involve intentional  misconduct or a knowing violation of law, (iii) under
      Section  174 of the  DGCL,  or (iv) for any  transaction  from  which  the
      director  derived  an  improper  personal  benefit.   Article  10  of  the
      Registrant's  Restated  Certificate  of  Incorporation  provides  that  no
      director of the Registrant shall be personally liable to the Registrant or
      its  stockholders in accordance  with the foregoing  provisions of Section
      102(b)(7).

         Under Section 145 of the DGCL, a Delaware  corporation has the power to
      indemnify  directors and officers under certain  prescribed  circumstances
      and, subject to certain  limitations,  against certain costs and expenses,
      including  attorneys' fees, actually and reasonably incurred in connection
      with  any  action,   suit  or   proceeding,   whether   civil,   criminal,
      administrative or investigative, to which any of them is a party by reason
      of being a director or officer of the Registrant if it is determined  that
      the  director  or the  officer  acted in  accordance  with the  applicable
      standard of conduct set forth in such statutory  provision.  Article 10 of
      the Registrant's  Restated Certificate of Incorporation  provides that any
      person who was or is made a party or is  threatened  to be made a

                                      II-1
party  to or is  otherwise  involved  in any  action,  suit or  proceeding,
     whether civil, criminal,  administrative or investigative, by reason of the
     fact that such person is or was a director or an officer of the  Registrant
     or is or was  serving  at the  request  of the  Registrant  as a  director,
     officer,  employee  or agent of another  corporation  or of a  partnership,
     joint venture, trust or other enterprise, including service with respect to
     an employee  benefit plan,  whether the basis of such proceeding is alleged
     action in an official capacity as a director, officer, employee or agent or
     in any capacity  while serving as a director,  officer,  employee or agent,
     shall be  indemnified  and held  harmless by the  Registrant to the fullest
     extent authorized by the DGCL.

         The  Registrant  has  purchased   directors'  and  officers'  liability
      insurance  covering  certain  liabilities  which  may be  incurred  by the
      officers  and  directors  of  the   Registrant  in  connection   with  the
      performance of their duties. In addition,  the Registrant has entered into
      indemnity  agreements  with its  directors  and  executive  officers  that
      obligate the Registrant to indemnify such directors and executive officers
      to the fullest extent permitted by the DGCL.

      ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

      ITEM 8.     EXHIBITS.

         The following  exhibits are filed herewith or incorporated by reference
      as part of this Registration Statement:

      EXHIBIT NO.                           DESCRIPTION
      -----------                           -----------

         4.1        Restated Certificate  of  Incorporation  of  the  Registrant
                    (incorporated   by   reference   to   Exhibit   3.1  of  the
                    Registrant's  Registration  Statement on Form S-1/A filed on
                    June 15, 2000 (File No. 333-36330)).

         4.2        Bylaws of   the   Registrant,  as   amended (incorporated by
                    reference  to  Exhibit  3.2  to  Registrant's   Registration
                    Statement  on Form  S-1/A  filed on June 15,  2000 (File No.
                    333-36330)).

         5.1        Opinion of Kirkpatrick & Lockhart LLP regarding the legality
                    of the shares being registered hereunder (filed herewith).

         23.1       Consent of Ernst & Young LLP (filed herewith).

         23.2       Consent of  Kirkpatrick  &  Lockhart LLP (included  in   the
                    Opinion filed as Exhibit 5.1).

         24.1       Power  of  Attorney (filed herewith).

                                      II-2
ITEM 9.  UNDERTAKINGS.

                  (a)  The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers of sales are
         being made, a post-effective amendment to this Registration Statement:

                              (i) To include any prospectus required  by Section
                           10(a)(3) of the Securities Act;

                              (ii) To  reflect  in the  prospectus  any facts or
                           events  arising  after  the  effective  date  of  the
                           Registration    Statement   (or   the   most   recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate,  represent a fundamental  change
                           in the  information  set  forth  in the  Registration
                           Statement;

                             (iii) To  include  any  material  information  with
                           respect to the plan of  distribution  not  previously
                           disclosed  in  the  Registration   Statement  or  any
                           material   change   to   such   information   in  the
                           Registration Statement;

         Provided,  however,  that  Paragraphs  (a)(1)(i) and (a)(1)(ii) of this
         section do not apply if the  information  required  to be  included  in
         a post-effective amendment by those paragraphs is contained in periodic
         reports  filed with or furnished to the  Commission  by the  Registrant
         pursuant to Section 13 or Section  15(d) of the  Exchange  Act that are
         incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
         the Securities Act, each such post-effective  amendment shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

                  (b) The undersigned  Registrant  hereby  undertakes  that, for
         purposes of determining  any liability  under the Securities  Act, each
         filing of the  Registrant's  annual report pursuant to Section 13(a) or
         Section 15(d) of the Exchange Act that is  incorporated by reference in
         the  Registration  Statement  shall be deemed to be a new  Registration
         Statement relating to the securities offered therein,  and the offering
         of such  securities at that time shall be deemed to be the initial bona
         fide offering thereof.

                                      * * *

                  (h) Insofar as indemnification  for liabilities  arising under
         the  Securities  Act  may  be  permitted  to  directors,  officers  and
         controlling  persons  of  the  Registrant  pursuant  to  the  foregoing
         provisions,  or otherwise,  the Registrant has been advised that in the
         opinion of the Commission such indemnification is against public policy
         as expressed in the Securities Act and is, therefore, unenforceable. In
         the event that a claim for  indemnification  against  such  liabilities
         (other than the payment by the Registrant of expenses  incurred or paid
         by a director,  officer or controlling  person of the Registrant in the
         successful  defense of any action,  suit or  proceeding) is asserted by
         such  director,  officer or controlling  person in connection  with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been  settled by  controlling  precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification  by it is against  public  policy as  expressed  in the
         Securities Act and will be governed by the final  adjudication  of such
         issue.

                                      II-3
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Beverly, Commonwealth of Massachusetts,  on this  9th
day of November, 2000.

                                   AXCELIS TECHNOLOGIES, INC.

                                   By: /s/ Kevin M. Bisson
                                       ------------------------------------
                                       Kevin M. Bisson
                                       Vice President and Controller

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following persons in the capacities and on  the
date(s) indicated:

     SIGNATURE                         CAPACITY                       DATE
     ---------                         --------                       ----

           *
--------------------------      Vice Chairman and Chief         November 9, 2000
Brian R. Bachman                Executive Officer
                                (Principal Executive Officer)

           *
--------------------------      President, Chief Operating      November 9, 2000
Mary G. Puma                    Officer and Director

           *
--------------------------      Executive Vice President and    November 9, 2000
Cornelius F. Moses, III         Chief Financial Officer
                                (Principal Financial and
                                Accounting Officer)

            *
--------------------------      Chairman of the Board           November 9, 2000
Stephen R. Hardis

                                      II-4
SIGNATURE                         CAPACITY                       DATE
     ---------                         --------                       ----

         *
--------------------------      Director                        November 9, 2000
Alexander M. Cutler

--------------------------      Director
Ned C. Lautenbach

         *
--------------------------      Director                        November 9, 2000
Philip S. Paul

         *
--------------------------      Director                        November 9, 2000
Naoki Takahashi

         *
--------------------------      Director                        November 9, 2000
Gary L. Tooker

*By:  /s/ Kevin M. Bisson, Attorney-in-Fact
      -------------------------------------
      Kevin M. Bisson
      Vice President and Controller

                                      II-5
EXHIBIT INDEX

        EXHIBIT NO.                     DESCRIPTION
        -----------                     -----------

          4.1       Restated Certificate  of   Incorporation of   the Registrant
                    (incorporated   by   reference   to   Exhibit   3.1  of  the
                    Registrant's  Registration  Statement on Form S-1/A filed on
                    June 15, 2000 (File No. 333-36330)).

          4.2       Bylaws of  the  Registrant, as  amended   (incorporated   by
                    reference  to  Exhibit  3.2  to  Registrant's   Registration
                    Statement  on Form  S-1/A  filed on June 15,  2000 (File No.
                    333-36330)).

          5.1       Opinion of Kirkpatrick & Lockhart LLP regarding the legality
                    of the shares being registered hereunder (filed herewith).

          23.1      Consent of Ernst & Young LLP (filed herewith)

          23.2      Consent of Kirkpatrick & Lockhart LLP (included in the
                    Opinion filed as Exhibit 5.1).

          24.1      Power of  Attorney (filed herewith).

                                      II-6