Exhibit 99.5



			Axcelis Technologies Inc.

			  Governance Policies



Adopted by the Nominating and Governance Committee of the
Board of Directors September 25, 2002


Board Composition and Criteria for Evaluation of Directors
and Nominees

1. The Board shall be comprised of a majority of Independent
Directors.

2. For the purposes of this policy, "Independent Director" shall
have the meaning set forth in the listing standards for the Nasdaq
National Market (the "Nasdaq Rules"), and such definition in this
policy shall change as and when the definition in such Rules
change, provided that the Nominating and Governance Committee
shall promptly circulate any changes to such definition to all
members of the Board of Directors.

3. Any determination of  whether an incumbent Board member is an
"Independent Director" under the then effective Nasdaq Rules shall
be made by a majority of the directors then in office who have
either been affirmatively determined to be "Independent" or for
whom there is no pending question of independence.

4. Former CEOs of the Company will not remain on the Board.

5. All new candidates for election to the Board and all Board
members eligible for nomination for re-election to the Board shall
be evaluated prior to nomination for election or re-election based
on criteria developed by the Nominating and Governance Committee,
including but not limited to the following:

(a) such candidate or Board member's current level of, and on-going
commitment to, education regarding the responsibilities of a member
of a Board of Directors under standards established by the Nominating
and Governance Committee;

(b) the adequacy of such candidate or Board member's time available
to commit to responsibilities as a member of the Board;

(c) the existence of any financial relationship with the Company other
than that arising as an employee of the Company, as a Board member
and/or as shareholder; and

(d) in the case of re-election, such member's compliance with our
Director Stock Ownership Policy.

6. New directors should receive a director orientation program to
familiarize them with the Company's business, industry trends, and
recommended governance practices.


Chairman of the Board

7. The duties of the Chairman of the Board include setting Board
agendas and such other responsibilities as may be assigned to him
or her by the Board of Directors in accordance with the Company's
bylaws.

Conduct of the Board of Directors and Committees

8. The Board shall form an Audit, Compensation and Nominating and
Governance Committees.

9. The composition of the Audit Committee shall satisfy the requirements
of the Nasdaq  Rules, the Sarbanes-Oxley Act of 2002 and the rules and
regulations of the Securities and Exchange Commission.

10.  The composition of the Compensation Committee shall satisfy the
requirements of the Nasdaq Rules, the Securities and Exchange Commission
Rule 16b-3 and the Internal Revenue Service requirements to exempt option
compensation from the limitations on deductibility under I.R.C.
Section 162(m).

11. The composition of the Nominating and Governance Committee
shall meet the requirements of the Nasdaq Rules.

12. Independent Directors shall meet regularly in executive session,
both as the full Board and in Committees.

13. Minutes of all Board committees shall be submitted to the full
Board for their information.

14. At each Board meeting, Committee chairmen shall report to the
full Board on Committee activities since the last Board meeting.

15. The Board and Committees shall be free to hire independent
advisors as they in their sole discretion determine appropriate.

16. The Board should undertake an annual review of the Company's
strategic direction.

Shareholder Rights

17. The Company shall not limit the rights of shareholders in
contravention of Delaware law or the listing requirements of
Nasdaq National Market.

18. Board Committee charters and these Governance Policies shall
be filed annually with the Company's Form 10-K or proxy statement
for the information of our shareholders.

19. Shareholder approval will be solicited on all equity compensation
plans to the extent required by the Nasdaq Rules.