Exhibit 99.6


		AXCELIS TECHNOLOGIES, INC.

	Nominating and Governance  Committee Charter

As Adopted by the Board  of Directors on September 25, 2002



The Nominating and Governance Committee shall be comprised of
at least three Directors appointed by the Board all of whom are
independent, as defined by the listing standards for the Nasdaq
National Market (the "Nasdaq Rules"), subject to such exceptions
as may be allowed by such Rules.

The Nominating and Governance Committee shall have the authority
to retain special legal, accounting or other consultants to
advise the Committee.  The Nominating and Governance Committee
may request any officer or employee of the Company or the
Company's outside counsel or independent Nominating and Governance
to attend a meeting of the Committee or to meet with any members
of, or consultants to, the Committee.

The Nominating and Governance Committee shall make regular reports
to the Board concerning the Committee's actions, conclusions and
recommendations.

The Nominating and Governance Committee shall:

1. Recommend to the Board the appropriate Board size to accommodate
key objectives, balancing sufficient independent directors to
perform the functions normally assigned to the oversight committees
and the need for efficient functioning of discussion and decision
making.

2. Establish criteria for Board membership and review prospective
Board candidates.

3. Approve all director nominations for election and re-election
to the Board.

4. Review at least annually the appropriate skills and characteristics
required of Board members in the context to the composition of the
Board and the needs of the business.

5. Establish an independent director succession plan and selection
process.

6. Review any shareholder nominations for directors.

7. Review any changes to non-employee director compensation
(including the non-executive Chairman of the Board) and provide
a recommendation as to the adoption of such changes to the full
Board.

8. Review and approve any "related party" transactions as required
by the Nasdaq Rules, including (a) business arrangements between the
Company and directors or their affiliates or between the Company and
employees, other than compensation for service as a director or as an
employee of the Company, and (b) any other relationships between a
director or employee and the Company or a third party (including
membership on the boards of directors of a third party) which create
the appearance or reality of a current or potential conflict of
interest.

9. Establish guidelines for, and discuss with some pre-defined
frequency the selection and rotation of committee members, balancing
reasonable continuity of committee members with rotation.

10. Oversee the content and implementation by management of good
governance policies within the Corporation, including but not limited
to a Business Ethics Policy.

11. Establish governance policies for the Corporation in its
relationship to its shareholders, the Board and its employees.

12. Recommend director education programs and establish a method
of managing records of director education undertaken by each
director.

13. Review and reassess the adequacy of this Charter annually and
recommend any proposed changes to the Board for approval.

14. Lead annual Board self-assessment processes and make recommendations
to the full Board with respect to the re-nomination of existing directors.