Exhibit 99.3

			Axcelis Technologies Inc.

			   Governance Policies

   Adopted by the Nominating and Governance Committee of the Board
			  of Directors
                     on September 25, 2002
                  as amended October 22, 2003


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. It would not be normally expected that a member of the Board of
Directors would be asked to sit for re-election to the Board after
such member's 75th birthday.

7. When a Director's principal occupation or business association
changes substantially from the position he or she held when originally
invited to join the Board, the Director shall tender a letter of
resignation to the Chairman.  The Nominating and Governance Committee
will review whether the new occupation, or retirement, of the Director
is consistent with the specific rationale for originally selecting that
individual and the guidelines for board membership.  The Nominating and
Governance Committee will recommend action to be taken regarding the
resignation based on the circumstances of retirement, if that is the
case, or in the case of a new position, the responsibility and type of
position and company and industry involved

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

Chairman of the Board

9. 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

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

11. 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.

12.  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).

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

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

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

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

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

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

Shareholder Rights

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

20. 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.

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