Prospectus Supplement            Filed Pursuant to Rule 424(b)(3)
       To Prospectus Dated May 21, 2002 Registration No. 333-85214


                          Axcelis Technologies, Inc.

                       $125,000,000 Principal Amount of
          4 1/4% Convertible Subordinated Notes Due January 15, 2007

                       6,250,000 Shares of Common Stock

    We previously issued the notes in a private placement in January 2002. This
prospectus supplement, together with the prospectus dated May 21, 2002 and the
prospectus supplement dated June 12, 2002, will be used by selling
securityholders to resell their notes and the shares of our common stock
issuable upon conversion of their notes.

    A copy of the prospectus dated May 21, 2002 should be delivered to you
together with this prospectus supplement. In deciding whether to invest, you
should carefully review the information in the prospectus and this prospectus


    Investing in the notes and shares of our common stock involves a high
degree of risk. You should carefully read and consider the "Risk Factors"
beginning on page 5 of the prospectus.


    Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.

         The date of this prospectus supplement is September 6, 2002.

Axcelis Technologies, Inc. . 55 Cherry Hill Drive, Beverly, Massachusetts 01915
                               . (978) 787-4000

                            SELLING SECURITYHOLDERS

   The information in the following table supersedes in part the information in
the table appearing under the heading "Selling Securityholders" in the

                                                                          Number of
                                                                          Shares of     Number of
                                              Principal                     Common      Shares of
                                              Amount of                 Stock Issuable    Common
                                                Notes                        Upon         Stock
                                             Beneficially Percentage of   Conversion   Beneficially
                                              Owned That      Notes      That May be   Owned After
Name (1)                                     May be Sold   Outstanding     Sold (2)    Offering (3)
-------                                      ------------ ------------- -------------- ------------
Arbitex Master Fund L.P.....................  $1,300,000       1.0          65,000          0
KBC Financial Products (Cayman Islands) Ltd.  $1,000,000         *          50,000          0

 *  Less than 1%.

(1) Individuals and entities who receive shares of common stock covered by this
    prospectus from a selling securityholder as a gift or in connection with a
    pledge may sell up to 500 of those shares using this prospectus.

(2) Assumes conversion of the full amount of the notes held by the selling
    securityholder at the initial rate of approximately 50 shares of common
    stock per $1,000 in principal amount of the notes. The conversion rate and
    the number of shares of common stock issuable upon conversion of the notes
    may adjust under circumstances described under "Description of Notes -
    Conversion of Notes" in the prospectus. Accordingly, the number of shares
    of common stock issuable upon conversion of the notes may increase or
    decrease from time to time.

(3) Includes shares of common stock issuable upon conversion of the notes
    beneficially owned by the selling securityholder. Assumes that the selling
    securityholder has sold all the shares of common stock shown as being
    issuable upon the assumed conversion of the notes listed next to its name
    and represents additional shares of common stock beneficially owned before
    the offering.