SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section240.14a-11(c) or Section240.14a-12
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6 (e)(2))

BTU International, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee previously paid with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

BTU INTERNATIONAL, INC.
23 ESQUIRE ROAD
NORTH BILLERICA, MASSACHUSETTS 01862-2596, USA

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

MAY 27, 2004

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

Notice is hereby given that the Annual Meeting of Stockholders of BTU
International, Inc. will be held at the offices of the Company, 23 Esquire Road,
North Billerica, Massachusetts, at 10:00 A.M. on Thursday, May 27, 2004, for the
following purposes:

1. To elect seven directors to serve for the ensuing year.

2. To transact any other business that may properly come before the
meeting or any adjournment thereof.

Stockholders of record at the close of business on April 16, 2004 are
entitled to notice of and to vote at the meeting.

If you are unable to be present personally, please sign and date the
enclosed proxy and return it promptly in the enclosed envelope.

By Order of the Board of Directors

JOHN E. BEARD
Secretary

North Billerica, Massachusetts
April 16, 2004

ANNUAL MEETING OF STOCKHOLDERS

MAY 27, 2004

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

PROXY STATEMENT

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

The enclosed proxy is solicited on behalf of the Board of Directors of BTU
International, Inc. ("BTU" or the "Company") to be voted at the Annual Meeting
of Stockholders (the "Meeting") to be held on May 27, 2004 or at any adjournment
thereof. The cost of solicitation of proxies will be borne by BTU. Directors,
officers and employees of BTU, without additional remuneration, may also solicit
proxies by telephone, telegraph or personal interview. BTU will reimburse banks,
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy materials to the beneficial owners of
shares.

The holders of record of shares of Common Stock, par value $.01 per share,
of the Company (the "Common Stock") at the close of business on April 16, 2004
are entitled to notice and to vote at the Meeting. There were 7,181,027 of
Common Stock outstanding on that date, each of which is entitled to one vote on
each matter to come before the Meeting.

Shares of Common Stock represented by proxies in the form enclosed, if
properly executed and returned and not revoked, will be voted as specified, but
where no specification is made, the shares will be voted to fix the number of
directors at seven and for the election as directors of the nominees named
below. To be voted, proxies must be filed with the Secretary prior to voting. A
proxy may be revoked at any time before it is voted by filing a notice of such
revocation with the Secretary.

The holders of a majority of the issued and outstanding shares of Common
Stock, present in person or represented by proxy and entitled to vote, will
constitute a quorum for the transaction of business at the Meeting. Directors
are elected by a plurality of the votes cast at the meeting for the election of
directors. The person designated as the election inspector will count shares
represented by proxies that withhold authority to vote for a nominee for
election as a director or that reflect abstentions only as shares that are
present and entitled to vote on the matter for the purposes of determining the
presence of a quorum, but neither abstentions nor proxies that withhold
authority will have any effect on the outcome of voting on the matter.

The Annual Report on Form 10K for BTU's fiscal year ended December 31, 2003
has been mailed with this proxy statement. This proxy statement and the enclosed
proxy were mailed to stockholders on the same date as the date of the Notice of
Annual Meeting of Stockholders. The principal executive offices of BTU are
located at 23 Esquire Road, North Billerica, Massachusetts 01862-2596.

ELECTION OF DIRECTORS

The persons named in the enclosed proxy intend to vote each share as to
which a proxy has been properly executed and returned and not revoked to fix the
number of directors at seven and in favor of the election as directors of the
seven nominees named below, all of whom are now directors of BTU, unless
authority to vote for the election of any or all of such nominees is withheld by
marking the proxy to that effect.

The persons elected as directors will serve until the next annual meeting
of stockholders and until their successors are elected and shall qualify. It is
expected that each of the nominees will be able to serve, but if any nominee is
unable to serve, the proxies reserve discretion to vote or refrain from voting
for a substitute nominee or nominees or to fix the number of directors at a
lesser number.

<Table>
<Caption>
BUSINESS EXPERIENCES AND DIRECTOR
NAME CURRENT DIRECTORSHIPS AGE SINCE
- ---- ------------------------ --- --------

Mark R. Rosenzweig........................ President, Chief Executive Officer and 57 2002
Director of the Company. Chief Executive
Officer of BOC Edwards Americas, a
semiconductor support company and part of
the BOC Group, 1990-2002.
Paul J. van der Wansem.................... Chairman of the Board of Directors of the 64 1979
Company. President, Chief Executive Officer
and Director of the Company, 1979-2002.
J. Chuan Chu.............................. Director of the Company; Chairman of 84 1991
Columbia International Corporation, an
engineering firm; Senior Advisor, Office of
the President of SRI International, an
international consulting firm; Director,
Interproject Corp., an international
construction and trading company; Senior
Research Professor, Development Research
Center, State Council, China.(1)(2)
Joseph F. Wrinn........................... Director of the Company; Vice President, 50 1999
Platform Engineering Manager, Semiconductor
Test Division of Teradyne, Inc. since
1996.(1)(2)
John E. Beard............................. Director of the Company; Of Counsel, Ropes & 71 2002
Gray LLP, Attorneys Partner 1967-2000
Director, The Timberland Company, a producer
of footwear and apparel; Trustee, Century
Shares Trust, a mutual fund; Trustee,
Century Small Cap Select Fund, a mutual fund
G. Mead Wyman............................. Director of the Company; Director, Grupo 63 2004
Guayacan, Inc., a Puerto Rico based
non-profit private equity management
company. Director, Strategic Lumber
Resources Inc., a private company in the
pre-finishing of lumber used in the
construction industry. Retired Senior Vice
President, Treasurer and Chief Financial
Officer of Mercury Computer Systems Inc.
J. Samuel Parkhill........................ Director of the Company; President and Chief 66 2004
Executive Officer of The Hall Corporation
since 1995 (formerly The Stackpole
Corporation), a privately held company
formerly involved in manufacturing
operations.
</Table>

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

(1) Member of Audit Committee

(2) Member of Stock Option and Compensation Committee.

During 2003, the Board of Directors held nine meetings. Mr. Van der Wansem,
Mr. David A. B. Brown (who retired from the board on March 1, 2004), Mr. Wrinn,
Dr. Chu, Mr. Beard and Mr. Rosenzweig attended 100% of the Board and relevant
committee meetings. Mr. Wyman and Mr. Parkhill did not join the Board until
2004. Each director who is not an officer or employee of the Company receives an
annual retainer. For 2003, the annual retainer for directors was $10,000 paid in
two $5,000 installments, of which the directors are permitted to elect to take
up to one-half in the form of stock options. The number of shares subject to
options granted pursuant to any such election by a director is equal to twice
the number of shares determined by dividing the cash amount by the fair market
value of the Common Stock on the date of the award.

The exercise price of such options is equal to the fair market value of the
Common Stock on the date of the award. Under this program, Mr. Beard, Mr. Brown,
Dr. Chu and Mr. Wrinn each received an option to purchase 2,732 shares of Common
Stock at an exercise price of $1.950 per share and an option to purchase 1,976
shares of Common Stock at an exercise price of $2.53 per share. In addition,
each non-employee director receives $750 for each Board meeting attended and
$500 for each committee meeting attended independent of a Board meeting.

Under the Company's 1998 Stock Option Plan for Non-Employee Directors, on
May 16, 2003, Mr. Beard, Mr. Brown, Dr. Chu and Mr. Wrinn each received an
option to purchase 1,000 shares of Common Stock with an exercise price equal to
the fair market value of the stock on that date ($1.950 per share). These
options become exercisable with respect to one-fourth of the shares on each of
the first four anniversaries of the date of grant, and expire seven years from
the date of grant.

Because of the increased responsibilities placed on Board members under the
Sarbanes-Oxley Act and the Company's policies and procedures, we have increased
the compensation for non-employee directors for 2004 as follows:

1. New Directors receive 4,000 shares upon appointment to the board
from 2,000 shares previously.

2. Annual retainer remains the same at $10,000 that can be either cash
or in cash and stock options. The number of shares subject to
options granted pursuant to any such election by a director remains
unchanged and is equal to twice the number of shares determined by
dividing the cash amount by the fair market value of the Common
Stock on the date of the award. The exercise price of such options
is equal to the fair market value of the Common Stock on the date
of the award.

3. Directors serving as Chairman of committees will now receive an
extra $2,500 per year in cash.

4. Annual Director Stock options increased to 2,000 shares from 1,000
shares previously.

5. Board meetings and committee meetings (if separate from a Board
meeting) remain unchanged at $750 and $500 per meeting,
respectively.

During 2003, the Company paid $5,000 in consulting fees to a company of
which Dr. Chu is the chairman. Dr. Chu no longer consults for the Company.

Mr. Brown, a valued board member since 1989, completed the entire year and
tendered his resignation as of March 1, 2004. Mr. Wrinn has taken over his
position as Audit Chair and Mr. Beard has taken Mr. Wrinn's position as chair of
the Stock Option and Compensation Committee. Mr. Beard is of counsel to the law
firm of Ropes & Gray LLP, which provides legal services to the Company.

The Audit Committee in 2003 was comprised of David A.B. Brown (Chairman),
J. Chuan Chu and Joseph F. Wrinn, who are not employees of the Company and are
"independent" as defined in Rule 4200(a)(15) of the NASDAQ listing standards.
The Committee held three meetings during 2003. The Committee recommends to the
Board of Directors the independent public accountants to be engaged by the
Company; reviews with the independent public accountants and management the
Company's internal accounting procedures and controls; and reviews with the
independent public accountants the scope and results of the auditing engagement.
The Board determined that Mr. Brown was an "audit committee financial expert"
during his tenure on the Audit Committee. Mr. Wyman, who has replaced Mr. Brown
on the Audit Committee is an "audit committee financial expert." The charter of
the Audit Committee is attached as Exhibit A to this proxy.

The Stock Option and Compensation Committee was comprised in 2003 of David
A.B. Brown, J. Chuan Chu and Joseph F. Wrinn (Chairman). The Committee
administers the Company's stock option and compensation plans and provides
recommendations to the Board of Directors regarding compensation matters. The
Committee held four meetings during 2003.

The Company had no nominating committee in 2003 because the size of the
Board and the size of the Company did not warrant a separate committee. Although
there are no definite qualifications for service as a
3

director of BTU International, Inc., the Company seeks candidates for director
who will have the integrity, business experience, commitment and independence to
act in the best interest of the Company and its stockholders. Each director is
urged to suggest appropriate candidates to the Chairman of the Board for
consideration. The Board of Directors will also consider recommendations by
stockholders and will evaluate any such recommended candidates against the same
criteria as internally generated candidates. A stockholder may recommend a
nominee by writing to Director Nominations, Board of Directors, BTU
International, Inc. 23 Esquire Road, N. Billerica, MA 01862. Any nominees for
the Board of Directors of the Company will be evaluated and recommended by a
majority of the independent directors. Mr. Wyman and Mr. Parkhill were
recommended by our existing and prior Board members.

Our Board members are encouraged to attend the Company's Annual Meeting. In
some cases, this has been impractical due to other obligations. Last year all
members of the Board of Directors attended the annual meeting.

COMMUNICATIONS FROM STOCKHOLDERS

Any stockholder wishing to communicate with the Board may do so by writing
to the Board of Directors, c/o BTU International, 23 Esquire Road, N. Billerica,
Massachusetts 01862. These communications will be forwarded to the Chairman of
the Audit Committee, who will determine what action to take with respect to the
communication, including where appropriate providing copies of the communication
to the other directors.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Securities Exchange Act of 1934, as amended, the
Company's directors, its officers and any persons holding more than ten percent
of the Company's Common Stock are required to report to the Securities and
Exchange Commission their holdings of and transactions in the Common Stock of
the Company. Specific due dates for these reports have been established, and the
Company is required to report in this proxy statement any failure during 2003 to
file by these dates. The Company's directors, officers and ten percent holders
satisfied all of these filing requirements for 2003. In making these statements,
the Company has relied on the written representations of its directors, officers
and ten percent holders and copies of the reports that they have filed with the
Commission and the Company.

BENEFICIAL OWNERSHIP OF SHARES

The following table sets forth certain information regarding beneficial
ownership as of April 4, 2004 of the Company's Common Stock (i) by each person
known by the Company to own beneficially more than 5% of the Company's Common
Stock, (ii) by each of the Company's directors and nominees, (iii) by each

executive officer of the Company listed below in the Summary Compensation Table
and (iv) by all directors and executive officers of the Company as a group.

<Table>
<Caption>
COMMON STOCK
BENEFICIALLY OWNED(1)
-----------------------
NUMBER OF PERCENT OF
SHARES CLASS
--------- ----------

DIRECTORS AND EXECUTIVE OFFICERS
Mark R. Rosenzweig(2)....................................... 62,500 *
Paul J van der Wansem(3).................................... 1,963,700 25.6%
J. Chuan Chu(4)............................................. 18,510 *
Joseph F. Wrinn(4).......................................... 14,603 *
John E. Beard (4)(9)........................................ 16,482 *
Thomas P. Kealy(5).......................................... 31,555 *
James M. Griffin(5)......................................... 57,875 *
All directors and executive officers as a group (7
persons)(6)............................................... 2,165,225 28.3%
5% BENEFICIAL OWNERS
FMR Corp.(7)................................................ 694,500 9.0%
82 Devonshire Street
Boston, MA 02109
Dimensional Fund Advisors Inc.(8)........................... 404,700 5.3%
1299 Ocean Avenue
Santa Monica, CA 90401
</Table>

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

* Less than one percent

(1) Except as otherwise noted, each person or entity named in the table has sole
voting and investment power with respect to all shares of Common Stock shown
as beneficially owned by him or it.

(2) Includes 10,000 shares of restricted stock, as to which Mr. Rosenzweig has
voting rights but no power to sell. Includes 42,500 shares represented by
options exercisable within 60 days of the record date.

(3) Includes: (i) 101,000 shares of Common Stock held by trusts, of which Mr.
van der Wansem is a trustee, for the benefit of certain members of Mr. van
der Wansem's family (Mr. van der Wansem disclaims beneficial ownership in
the shares held in these trusts); (ii) 175,000 shares held in a family
limited partnership, in which Mr. van der Wansem is a general partner and a
limited partner; (iii) 85,000 shares held by Mrs. van der Wansem, of which
Mr. van der Wansem disclaims beneficial ownership; and (iv) 117,450 shares
for Mr. van der Wansem represented by options exercisable within 60 days of
the record date. Mr. van der Wansem's address is c/o BTU International, Inc.

(4) Includes 13,103 for Dr. Chu, 13,603 for Mr. Wrinn and 6,482 for Mr. Beard
represented by options exercisable within 60 days of the record date.

(5) Includes 18,525 shares for Mr. Kealy and 57,875 for Mr. Griffin represented
by options exercisable within 60 days of the record date.

(6) Includes 269,538 shares represented by options, which are exercisable within
60 days of the record date.

(7) According to information filed on February 17, 2004 with the Securities and
Exchange Commission in a report on Schedule 13G, each of Edward C. Johnson
3d, FMR Corp., through its wholly owned subsidiary Fidelity Management &
Research Company ("Fidelity"), and the Fidelity Low-Priced Stock Fund ("the
Fund") has sole power to dispose of the 694,500 shares owned by the Fund.
Fidelity carries out voting of the shares under written guidelines
established by the Fund's Board of Trustees.

(8) According to information filed on February 6, 2004 with the Securities and
Exchange Commission in a report on Schedule 13G, Dimensional Fund Advisors
Inc. ("Dimensional") is an investment advisor registered under Section 203
of the Investment Advisors Act of 1940, furnishes investment advice to four
investment companies registered under the Investment Company Act of 1940,
and serves as investment

manager to certain other commingled group trusts and separate accounts.
Dimensional possesses voting and/or investment power over the securities of
the Company described in the schedule and may be deemed to be the
beneficial owner of these shares. However, all the securities are owned by
advisory clients of Dimensional and Dimensional disclaims beneficial
ownership of such securities.

(9) Mr. Beard is the direct owner of 5,000 shares and indirectly owns and shares
the power to vote or dispose of 5,000 shares as the co-trustee of shares
held in a family partnership of which Mr. van der Wansem is general partner.

EXECUTIVE COMPENSATION

The following table sets forth information with respect to compensation
paid to or accrued on behalf of the persons who on December 31, 2003 were the
chief executive officer, chairman of the board of directors and the two other
most highly paid executive officers of the Company (the "Named Executive
Officers"), for services to the Company for the years 2001, 2002 and 2003.

SUMMARY COMPENSATION TABLE

<Table>
<Caption>
LONG-TERM COMPENSATION
-----------------------
AWARDS
ANNUAL COMPENSATION SECURITIES
-------------------- STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) AWARDS($) OPTIONS(#) COMPENSATION($)(1)
- --------------------------- ---- --------- -------- --------- ---------- ------------------

Mark R. Rosenzweig(2)...... 2003 318,339 0 50,000 5,178
President, Chief 2002 142,102 0 74,000 170,000 928
Executive Officer and
Director
Paul J. van der Wansem..... 2003 155,079 0 -- 153,872
Chairman of the Board of 2002 256,145 0 50,000 282,113
Directors and CEO until 2001 273,726 0 48,700 44,981
7/8/2002
Thomas P. Kealy............ 2003 116,723 0 7,500 2,722
Vice President, Corporate 2002 100,306 0 7,500 943
Controller and Chief 2001 106,865 0 10,900 2,672
Accounting Officer
James M. Griffin........... 2003 130,879 0 8,000 3,000
Vice President of 2002 134,456 0 7,500 1,154
Sales -- Americas 2001 138,720 0 16,000 3,000
</Table>

- ---------------
(1) Amounts for 2003 consist of Company contributions to individual 401(k) plans
and, in the case of Mr. Rosenzweig, payment for life insurance. For Mr. van
der Wansem in 2003, the amount represents $100,000 for consulting services,
$50,000 for his responsibilities as Chairman of the Board of Directors and
$3,872 for 401k; in 2002 the amount represents $139,500 for stock grant,
$100,000 retirement payment, $40,202 for life insurance and $2,411 for
401(k) match.

(2) As of December 31, 2003, Mr. Rosenzweig held 10,000 shares of restricted
stock with a value of $37,000 on that date.

OPTION GRANTS IN 2003

The following table sets forth information with respect to options granted
to the Named Executive Officers during 2003.

<Table>
<Caption>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
-------------------------------------------------- VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF STOCK
SECURITIES % OF TOTAL PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM
OPTIONS EMPLOYEES IN PRICE EXPIRATION ----------------------
GRANTED(1) FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
---------- ------------ --------- ---------- --------- ----------

Mark R. Rosenzweig......... 50,000 20.8% $3.50 12/22/2010 $71,243 $166,025
Thomas P. Kealy............ 7,500 3.1% $3.50 12/22/2010 $10,686 $ 24,904
James M. Griffin........... 8,000 3.3% $3.50 12/22/2010 $11,399 $ 26,564
</Table>

- ---------------
(1) The options listed above become exercisable with respect to one-fourth of
the shares on each of the first anniversaries of the date of the grant, and
expire seven years from the date of the grant.

The table below sets forth information with respect to option exercises
during 2003 and the number and aggregate value on December 31, 2003 of options
held by the named executive officers.

AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND FY-END OPTION VALUE

<Table>
<Caption>
NUMBER OF (1)
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AT DECEMBER 31, AT DECEMBER 31,
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE(#) UNEXERCISABLE($)
- ---- ------------ ------------ --------------------- --------------------

Mark R. Rosenzweig............... 0 0 42,500/177,500 8,300/25,900
Paul J. van der Wansem........... 70,000 21,250 117,450/71,250 31,754/71,700
Thomas P. Kealy.................. 900 314 18,525/19,375 5,801/11,378
James M. Griffin................. 0 0 49,875/31,625 6,683/12,648
</Table>

- ---------------
(1) Value is based on the closing sales price of the Company's Common Stock on
December 31, 2003, the last trading day of 2003 ($3.52), less the applicable
option exercise price.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Brown, Chu, and Wrinn, none of whom is or was an executive officer
of the Company during 2003, served on the Compensation Committee.

EMPLOYMENT CONTRACTS

The Company has an employment agreement with Mr. Rosenzweig under which he
has agreed to serve as our chief executive officer for an original term of 24
months, commencing July 8, 2002. Under this agreement, his base salary is
$330,000 per annum, subject to increase by the Board. His base salary may also
be decreased in connection with any reduction that applies to executives
generally. He is entitled to a performance bonus of from 0% to 70% of his base
salary based upon the Company's achievement of performance objectives set by the
Board. Under this agreement, Mr. Rosenzweig received the stock options and
restricted stock awards listed in the Summary Compensation Table. He is also
entitled to receive an automobile benefit and a life insurance benefit.

If Mr. Rosenzweig's employment is terminated by the Company other than for
cause or by him for good reason (each as defined in the agreement), he will be
entitled to receive his base salary through the date of termination, any bonus
payable from the previous fiscal year, and a pro rata portion of any bonus for
the then current fiscal year if the termination occurs in the second half, which
is referred to as his "final compensation."

In addition to final compensation, he will be entitled to receive base salary
for the remainder of the original term or 12 months, whichever is longer,
automobile and life insurance benefits for three months and medical and dental
benefits for up to six months. If Mr. Rosenzweig's employment is terminated
within 4 months following a change of control of the Company, he will be
entitled to receive his final compensation plus up to 18 months of base salary
and all his options will be accelerated.

In addition, in 2002 the Company entered into an executive retirement
agreement with its former President and Chief Executive Officer, Mr. van der
Wansem. Under the terms of the agreement, Mr. van der Wansem will provide, at
the Company's request and subject to certain limitations, consulting services
over a four-year period ending June 2007, for $200,000 per year. The Company or
Mr. van der Wansem may terminate the consulting agreement at any time. If
terminated by the Company, Mr. van der Wansem is entitled to a lump sum payment
for the remaining amounts due through June 2007; if terminated by Mr. van der
Wansem, he is entitled to the same lump sum payment discounted as specified in
the agreement. The agreement also provided for an initial bonus payment of
$100,000 and the grant of 75,000 shares of unrestricted common stock.

Also, as part of the agreement, the Company will compensate Mr. van der
Wansem $100,000 per year in connection with his responsibilities as Chairman of
the Board for the period July 2003 through June 2007. The Company will recognize
these amounts as the services are performed. The agreement also provides for
certain settlement amounts if Mr. van der Wansem responsibilities as Chairman of
the Board are terminated.

EQUITY COMPENSATION PLAN BENEFIT INFORMATION

The following table gives information about BTU International's common
stock that may be issued upon the exercise of options, warrants and rights under
all of BTU International's existing equity compensation plans as of December 31,
2003.

<Table>
<Caption>
(B) (C)
(A) NUMBER OF SECURITIES
NUMBER OF SECURITIES REMAINING AVAILABLE FOR
TO BE ISSUED UPON WEIGHTED-AVERAGE FUTURE ISSUANCE UNDER
EXERCISE OF OUTSTANDING EXERCISE PRICE OF EQUITY COMPENSATION PLANS
OPTIONS, WARRANTS AND OUTSTANDING OPTIONS, (EXCLUDING SECURITIES
PLAN CATEGORY RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A))
- ------------- ----------------------- -------------------- -------------------------

Equity compensation plans approved
by shareholders................... 1,186,395 $4.24 761,965(1)
Equity compensation plans not
approved by shareholders.......... N/A N/A N/A
Total............................... 1,186,395 $4.24 761,965
</Table>

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

(1) Up to 100,000 shares of Common Stock may be issued other than upon the
exercise of options, warrants and rights under our 2003 Equity Incentive
Plan.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation Committee has submitted the following report:

With the extended duration of the downturn, the compensation committee
agreed with management to provide the employees with raises and return the
executives to full pay. The continued weakness in the business in Quarter 3
required a reduced work week to be implemented to reduce cost while maintaining
the work force the company expected to need in the next quarter. The company has
returned to full time and has, with the increase in demand, started adding
staff, primarily direct labor, in both China and the US.

Compensation for executive officers consists of three components: base
salary, cash incentive compensation and equity compensation. Company executive
base salary compensation is arrived at through market survey analysis,
functional responsibility and expected contribution to the results of the
business. For cash incentive compensation, the Compensation Committee, in
conjunction with the full Board of Directors, reviews and approves incentive
compensation plans for the Company's executive officers based on attaining

certain goals. These goals included both earnings per share target and the
accomplishment of specific organizational goals. Because of the continuation
during 2003 of the electronic equipment industry slump, no incentive
compensation plan was paid.

The Company awards stock options to executive officers as a component of an
overall compensation package. The Company believes that stock options can help
better align the interests of the executive officers with those of stockholders
generally.

2003 Chief Executive Officer's compensation: Mr. Rosenzweig's compensation
was continued per the contract executed upon his joining the Company in July
2002. During the third quarter, Mr. Rosenzweig along with all employees of the
Company went on reduced pay equal to a 4-day workweek for approximately 13 weeks
until business levels recovered. No cash incentive bonus payments were made to
Mr. Rosenzweig.

In December 2003 the Compensation Committee approved the issuance of stock
options to all employees, including executive officers. (See Option Grants in
2003 for actual grants to executive officers)

J. Chuan Chu
Joseph F. Wrinn, Chairman

REPORT OF THE AUDIT COMMITTEE

The Audit Committee held three meetings during 2003. The Audit Committee
recommends to the Board of Directors the independent public accountants to be
engaged by the Company; reviews with such auditors and management the Company's
internal accounting procedures and controls; and reviews with such auditors the
audit scope and results of their audit of the consolidated financial statements
of the Company. The Audit Committee adopted its committee charter in April 2001,
a copy of which was filed as part of the 2001 Proxy Statement.

The Audit Committee has reviewed and discussed the Company's audited
consolidated balance sheets as of December 31, 2003 and 2002 and the related
consolidated statements of operations, comprehensive income, stockholders'
equity and cash flows for each of the three years in the period ended December
31, 2003 with BTU International, Inc.'s management. The Audit Committee has
discussed with Vitale, Caturano and Co. PC, the Company's independent
accountants, the matters required to be discussed by Statement of Auditing
Standards No. 61 (concerning the accounting methods used in the financial
statements).

The Audit Committee has also reviewed with Vitale, Caturano and Co. PC the
Independent Standards Board No. 1 concerning the matters that may affect the
accountant's independence and has discussed with Vitale, Caturano and Co. PC
their independence. Based on the foregoing review and discussion, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in BTU International Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2003 for filing with the Securities and Exchange
Commission.

J. Chuan Chu
Joseph F. Wrinn, Chairman

INDEPENDENT AUDITORS AND AUDIT FEES

The Board of Directors, upon recommendation of the Audit Committee,
selected Vitale, Caturano and Co. PC as independent auditors of the Company for
the year ending December 31, 2003. The Audit Committee has not yet formally
recommended an independent auditor for the year ending December 31, 2004. We
expect that representatives of Vitale, Caturano and Co. PC will be present at
the annual meeting.

The following table describes the fees that Vitale, Caturano and Co. PC
billed to the Company for the fiscal year ended December 31, 2003.

<Table>
<Caption>
AUDIT FEES AUDIT-RELATED FEES TAX FEES OTHER FEES TOTAL FEES
- ---------- ------------------ -------- ---------- ----------

$91,000... $ 0 $31,150 $ 0 $122,150
</Table>

On June 10, 2002, the Audit committee of BTU International, Inc. ("BTU")
recommended, and the Board of Directors of BTU decided to no longer engage
Arthur Andersen LLP ("Andersen") as BTU's independent public accountants.

Andersen's reports on BTU's consolidated financial statements for each of
the years ended December 31, 2001 and December 31, 2000 did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principles. During the years ended
December 31, 2001 and December 31, 2000 and through the date hereof, there were
no disagreements between BTU and Andersen concerning any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to Andersen's satisfaction, would have caused
Andersen to make reference to the subject matter in connection with its report
on BTU's consolidated financial statements for such years. There were no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

COMPARATIVE STOCK PERFORMANCE

The following graph shows the cumulative total return on BTU Common Stock
since December 31, 1997 compared to the Standard & Poors 500 Index and the
Standard & Poors Technology Sector Index. Historical stock price performance is
not necessarily indicative of future performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG BTU INTERNATIONAL, INC., THE S&P 500 INDEX
AND THE S&P INFORMATION TECHNOLOGY INDEX

[PERFORMANCE LINE GRAPH]

<Table>
<Caption>
BTU INTERNATIONAL, S & P INFORMATION
INC. S & P 500 TECHNOLOGY
------------------ --------- -----------------

Dec 98 100 100 100
Dec 99 191.67 121.04 178.74
Dec 00 254.17 110.02 105.63
Dec 01 144.67 96.95 78.31
Dec 02 70.27 75.52 49.01
Dec 03 117.33 97.18 72.16
</Table>

* $100 INVESTED ON 12/31/98 IN STOCK OR INDEX-
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.

Copyright(C) 2002, Standard & Poor's, a division of The McGraw-Hill Companies,
Inc. All rights reserved.
www.researchdatagroup.com/S&P.htm

AUDIT MATTERS

Vitale, Caturano and Co. PC has examined the financial statements of the
Company for the year ended December 31, 2003. A representative of Vitale,
Caturano and Co. PC is expected to be present at the Annual Meeting and will be
afforded the opportunity to make a statement and to respond to appropriate
questions from stockholders.

STOCKHOLDER PROPOSALS

Proposals of stockholders to be included in the Company's proxy statement
for the 2005 Annual Meeting must be received by the Company no later than
December 17, 2004. For stockholder proposals at the 2005 annual meeting of
stockholders that will not be included in the Company's proxy statement, unless
notice of such a proposal is received by the Company at its corporate
headquarters, Attention John E. Beard, Secretary, on or before February 25,
2005, the management proxies with respect to such meeting will confer
discretionary voting authority with respect to any such matter.

OTHER BUSINESS

The Board of Directors knows of no business that will come before the
meeting for action except as described in the accompanying Notice of Annual
Meeting of Stockholders. However, as to any such business, the persons
designated as proxies will have discretionary authority to act in their best
judgment.

FORM 10-K

A COPY OF BTU'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS PROVIDED TO YOU CONCURRENTLY WITH THIS PROXY STATEMENT.

EXHIBIT A

BTU INTERNATIONAL, INC.

CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

I. PURPOSE

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by:

1. Reviewing the financial reports and other financial information
provided by the Corporation to any governmental body or the public;

2. Reviewing the Corporation's system of internal controls regarding
finance, accounting, legal compliance and ethics that management and the
Board have established;

3. Reviewing the Corporation's auditing, accounting and financial
reporting processes;

4. Serving as an independent and objective party to monitor the
Corporation's financial reporting process and internal control system;

5. Reviewing and appraising the audit efforts of the Corporation's
independent accountants;

6. Providing an open avenue of communication among the independent
accountants, financial and senior management and the Board of Directors.

The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV of the Charter.

II. COMPOSITION

The Audit Committee shall be comprised of three directors, each of whom
shall be independent directors and free from any relationship that, in the
opinion of the Board, would interfere with the exercise of his or her
independent judgment as a member of the Committee.

Examples of such relationships might include:

- A director being employed by the Corporation or any of its affiliates for
the current year or any of the past five years;

- A director accepting any compensation from the Corporation or any of its
affiliates other than compensation for Board service or benefits under a
tax-qualified retirement plan;

- A director being a member of the immediate family of an individual who
is, or has been in any of the past five years, employed by the
Corporation or any of its affiliates as an executive officer;

- A director being a partner in, or a controlling shareholder or an
executive officer of, any for-profit business organization to which the
Corporation made, or from which the Corporation received, payments that
are or have been significant to the Corporation or business organization
in any of the past five years;

- A director being employed as an executive of another company where any of
the Corporation's executives serves on that company's Compensation
Committee.

A director who has one or more of these relationships may be appointed to
the Audit Committee if the Board, under exceptional and limited circumstances,
determines that membership on the Committee by the individual is required by the
best interest of the Corporation and its shareholders, and the Board discloses,
in the next annual proxy statement subsequent to such determination, the nature
of the relationship and the reasons for that determination.

All members of the Committee shall have a working familiarity with basic
finance and accounting practices, and at least one member of the Committee shall
have accounting or related financial management expertise.

The members of the Committee shall be elected by the Board at the annual
meeting of the Board and shall serve on the Committee for a term coinciding with
their Board term. A Chair shall be appointed by the Board.

MEETINGS

The Committee shall meet at least two times annually, or more frequently as
circumstances dictate. The purpose of the two scheduled meetings of the Audit
Committee is to review and approve the annual financial results of the
Corporation prior to release and to review and approve the scope of the annual
audit to be performed by the Corporation's independent accountants. As part of
its job to foster open communication, the Committee should meet at least
annually with management and the independent accountants in separate executive
sessions to discuss any matters that the Committee and each of these groups
believe should be discussed privately. In addition, the Committee or at least
its Chair should meet with the independent accountants and management quarterly
to review the Corporation's financials consistent with IV.3 below.

RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

DOCUMENTS/REPORTS REVIEW

1. Review and update this Charter periodically, as conditions dictate.

2. Review the organization's annual financial statements and any other
reports or other financial information submitted to any governmental body
or the public, including any certification, report, opinion or review
rendered by the independent accountants.

3. Review with financial management and the independent accountants
each 10-Q prior to its filing. The Chair of the Committee may represent the
entire Committee for purposes of this review.

4. Review with independent accountants the recommendations included in
their management letter, if any, and their informal observations regarding
the competence and adequacy of financial and accounting procedures of the
Corporation. On the basis of this review, make recommendations to the Board
of Directors for any changes that seem appropriate.

5. Prepare the minutes of each meeting and distribute to all members
of the Board of Directors. The permanent file of the minutes will be
maintained by the Secretary of the Corporation.

INDEPENDENT ACCOUNTANTS

6. Recommend to the Board of Directors the selection of the
independent accountants, considering independence and effectiveness. On an
annual basis, the Committee should review and discuss with the accountants
all significant relationships the accountants have with the Corporation to
determine the accountant's independence.

7. Review the performance of the independent accountants and approve
any proposed discharge of the independent accountants when circumstances
warrant.

8. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the organization's financial statements.

FINANCIAL REPORTING PROCESS

9. In consultation with the independent accountants, review the
integrity of the organization's financial reporting process, both internal
and external.
13

10. Consider the independent accountant's judgments about the
appropriateness of the Corporation's accounting principles as applied in
its financial reporting.

11. Consider and approve, if appropriate, major changes to the
Corporation's accounting principles and practices as suggested by the
independent accountants or management.

PROCESS IMPROVEMENT

12. Establish regular and separate systems of reporting to the Audit
Committee by management and independent accountants regarding any
significant judgments made in management's preparation of the financial
statements and the view of each as to appropriateness of such judgments.

13. Following completion of the annual audit, review separately with
management and the independent accountants any significant difficulties
encountered during the course of the audit, including any restrictions on
the scope of work or access to required information.

14. Review any significant disagreement among management and the
independent accountants in connection with the preparation of financial
statements.

15. Review with the independent accountants and management the extent
to which changes or improvements in financial or accounting practices, as
approved by the Audit Committee, have been implemented.

ETHICAL AND LEGAL COMPLIANCE

16. Review the Company's operations and determine whether management
has established and maintains effective programs pertaining to the
following:

a. Antitrust laws and policies;

b. Conflicts of interest;

c. Sensitive payments and political contributions;

d. Insider trading;

e. The use or misuse of corporate funds and confidential information;

f. Environmental practices;

g. Employment practices, including discrimination and sexual harassment;

h. Electronic data processing and computer security;

i. Disaster recovery;

j. The Company's insurance programs covering the protection of the
business and assets.

17. Review management's monitoring of the Corporation's compliance
with the above programs and ensure that management has the proper review
system in place to ensure that Corporation's financial statements, report
and other financial information disseminated to governmental organizations
and the public satisfy legal requirements.

18. Review, with the organization's counsel, legal compliance matters
including corporate securities trading policies.

19. Review, with the organization's counsel, any legal matter that
could have a significant impact on the organization's financial statements.

20. Perform any other activities consistent with this Charter, The
Corporation's By-laws and government law, as the Committee or the Board
deems necessary or appropriate.

BTU-PS-04

DETACH HERE ZBTUC2

PROXY

ANNUAL MEETING OF BTU INTERNATIONAL, INC.

MAY 27, 2004

The undersigned hereby constitutes and appoints Mark R. Rosenzweig and
Thomas P. Kealy, or either of them with full power of substitution to each,
proxies to vote and act at the Annual Meeting of Stockholders on May 27, 2004 at
10:00 a.m., and at any adjournments thereof, upon and with respect to the number
of shares of Common Stock of the company as to which the undersigned may be
entitled to vote or act. The undersigned instructs such proxies, or their
substitutes, to vote in such manner as they may determine on any matters which
may come before the meeting, all as indicated in the accompanying Notice of
Meeting and Proxy Statement, receipt of which is acknowledged, and to vote on
the following as specified by the undersigned. All proxies heretofore given by
the undersigned in respect of said meeting are hereby revoked.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. Unless
otherwise specified in the boxes provided on the reverse side hereof, the proxy
will be voted IN FAVOR of all nominees for director and in the discretion of the
named proxies as to any other matter that may come before this meeting or any
adjournment thereof.

- ------------ -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ------------ -----------

BTU INTERNATIONAL, INC.

C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZBTUC1

[X] PLEASE MARK #BTU
VOTES AS IN
THIS EXAMPLE.

PLEASE DO NOT FOLD THIS PROXY.

1. To fix the number of Directors for the ensuing year at (7) and to elect the
following (7) Directors.

NOMINEES: (01) Paul J. van der Wansem, (02) Mark R. Rosenzweig,
(03) G. Mead Wyman, (04) J. Chuan Chu, (05) John E. Beard,
(06) Joseph F. Wrinn and (07) J. Samuel Parkhill

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ]______________________________________
For all nominees except as noted above

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Please sign exactly as name(s) appear hereon. When signing as attorney,
executor, administrator, trustee, or guardian, please sign your full title
as such. Each joint owner should sign.

Signature: ______________ Date: _______ Signature: ______________ Date: _______