UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No.  05106U 10 5

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jeffrey L. O’Dell

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

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3.

SEC Use Only

4.

Citizenship or Place of Organization
U.S.A.

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,190,076 (includes 10,500 shares which may be purchased upon exercise of currently exercisable options)

6.

Shared Voting Power
0

7.

Sole Dispositive Power
1,190,076 (includes 10,500 shares which may be purchased upon exercise of currently exercisable options)

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,190,076 (includes 10,500 shares which may be purchased upon exercise of currently exercisable options)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
6.8%

12.

Type of Reporting Person (See Instructions)
IN

Answer every item.  If an item is inapplicable or the answer is in the negative, so state.

Item 1.

(a)

Name of Issuer
August Technology Corporation

(b)

Address of Issuer’s Principal Executive Offices
4900 West 78th Street
Bloomington, MN 55435

Item 2.

(a)

Name of Person Filing
See Cover Page Item 1

(b)

Address of Principal Business Office or, if none, Residence
4900 West 78th Street
Bloomington, MN 55435

(c)

Citizenship
See Cover Page Item 4

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
See Cover Page

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

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Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

(b)

Percent of class:   

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

(ii)

Shared power to vote or to direct the vote    

(iii)

Sole power to dispose or to direct the disposition of   

(iv)

Shared power to dispose or to direct the disposition of   

See Cover Page Items 5 through 11

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable

Item 8.

Identification and Classification of Members of the Group

Not applicable

Item 9.

Notice of Dissolution of Group

Not applicable

Item 10.

Certification

Not applicable

February 11, 2004

Date

/s/ Jeff L. O’Dell

Signature

Jeff L. O’Dell

Name/Title