8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549



                                    FORM 8-K
                                 CURRENT REPORT

                       Pursuant to Section 13 OR 15(d) of

                       The Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported) August 21, 2003
                      ------------------------------------

                                 Ultratech, Inc.
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             (Exact name of registrant as specified in its charter)



        Delaware                      0-22248                 94-3169580
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(State or other jurisdiction  (Commission File Number)       (IRS Employer
     of incorporation)                                     Identification No.)

   3050 Zanker Road, San Jose, California               95134
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   (Address of principal executive offices)           (Zip Code)


   Registrant's telephone number, including area code   (408) 321-8835
                                                     -------------------


                                 Not Applicable
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          (Former name or former address, if changed since last report)








Item 7.           Exhibits


                  Exhibit           Description
                  -------           -----------
                  99.1              Financial Update by CFO August 21, 2003


Item 9.           Regulation FD Disclosure



On August 21, 2003 Ultratech, Inc. posted an update to its quarterly
teleconference guidance on its company world wide web at www.ultratech.com. The
full text of this message is included as Exhibit 99.1 hereto.










                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                 ULTRATECH, INC.
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                                  (Registrant)



Date:  August 21, 2003        By:     /s/BRUCE R. WRIGHT
     -------------------      -------------------------------------
                              Bruce R. Wright
                              Senior Vice President, Finance and Chief Financial
                              Officer (Duly Authorized Officer and Principal
                              Financial and Accounting Officer)






                                  EXHIBIT INDEX



Exhibit           Description
- -------           -----------
 99.1             Financial Update by CFO   August 21, 2003.

EX-99

                                  Exhibit 99.1

                             Financial Update by CFO

                                 August 21, 2003

The visibility we have at this time regarding the current quarter is indicating
the comments made in the 2Q03 earnings release teleconference call remain valid.
We are still anticipating revenue for 3Q03 to be up by about 5% sequentially
from 2Q03. Gross margin still looks to continue to improve, perhaps by a couple
of percentage points over the 2Q03 results, excluding the special charges, based
on the projected product mix for the quarter. Operating expenses for 3Q03 still
look to be up around 5%-10%, on an absolute dollar basis, in comparison with
2Q03, primarily due to seasonal trade show expenses and increased Sarbanes/Oxley
compliance costs. We continue to anticipate booking about $300 thousand in
income tax provision for 3Q03, driven by jurisdictional tax effects from Japan.
Cash flow still is expected to be positive.

For the full year of 2003, the comments made in the 2Q03 earnings release
teleconference call also appear to remain valid. Annual revenue growth could
achieve greater than 40% compared with 2002. Operating expenses continue to look
to be favorable and down about 5%-10% for the year, on an absolute dollar basis,
compared to 2002, excluding special charges. The projected tax rate for the year
continues to look like about 25%, due primarily to the aforementioned
jurisdictional mix effect. We continue to anticipate that cash flow should be
positive for the year. Our goal for 2003 remains to outperform our near-term
financial model, which calls for gross margin of 40% and breakeven operating
margin. Our long-term financial model has gross margin of 50% or greater and
operating margin of 15% or greater, which we hope to achieve in 2004.

Additionally, for 2004, the projected financials still indicate Ultratech could
achieve annual revenue growth on the order of 30% over 2003. Operating expenses
continue to look to be up about 10%-15% for the year, on an absolute dollar
basis, compared to 2003. The projected tax rate for the year still looks to be
about 10%. Cash flow for the year still is anticipated to be positive.

Safe Harbor Statement
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Certain of the statements contained herein may be considered forward-looking
statements under Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, that involve
risks and uncertainties, such as the cyclicality in the nanotechnology and
semiconductor industries, delays, deferrals and cancellations of orders by
customers, pricing pressures, competition, lengthy sales cycles for the
company's systems, ability to volume produce systems and meet customer
requirements, the mix of products sold, dependence on new product introductions
and commercial success of any new products, integration and development of the
laser thermal processing operation, sole or limited sources of supply,
international sales, customer concentration, manufacturing inefficiencies and
absorption levels, risks associated with introducing new technologies, inventory
obsolescence, economic and political conditions in Asia, delays in collecting
accounts receivable, extended payment terms, changes in technologies, the
outbreak of Severe Acute Respiratory Syndrome (SARS) and any adverse effects of
terrorist attacks or military actions in the United States or elsewhere on the
economy in general or our business in particular. Such risks and uncertainties
are described in the company's SEC reports including the company's Annual Report
on Form 10-K filed for the year ended December 31, 2002 and its Quarterly Report
on Form 10-Q filed for the quarter ended June 30, 2003.