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) September 18, 2003
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                                 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
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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 September 18, 2003



Item 9.       Regulation FD Disclosure



On  September  18,  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: September 18, 2003   By: /s/BRUCE R. WRIGHT
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                              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 September 18, 2003.

EX-99

                                  Exhibit 99.1

                             Financial Update by CFO

                               September 18, 2003

As is usual for the third month of a quarter, we currently have quite a few
systems in various stages of installation and test at customer sites. However,
unless something unexpected happens, it appears that the systems included in our
revenue guidance for 3Q03 are on schedule to complete installation and be
accepted. So, we continue to believe that the results for the current quarter
will be consistent with the comments made in the 2Q03 earnings release
teleconference call and last month's CFO update. We are still anticipating
revenue for 3Q03 to be up by about 5% sequentially from 2Q03. Gross margin looks
to improve even more than last month's guidance and could come in slightly less
than our long-term financial model goal of 50%, 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
greater spending to meet the increased laser processing commitments, seasonal
trade show expenses, and increased Sarbanes/Oxley compliance costs. In the tax
area, we now anticipate an income tax credit of around $200 thousand for 3Q03,
primarily due to a reversal of deferred tax assets reserves in Japan because of
improved long-term business prospects in Japan. Cash flow expectation continues
to improve and is expected to be positive.

For the full year of 2003, the comments made in the 2Q03 earnings release
teleconference call and last month's CFO update continue to appear to remain
generally valid. Annual revenue growth could achieve greater than 45% 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
that year's special charges. The projected tax impact for the year still looks
to reflect jurisdictional effects, as the projected revenue from Japan grows.
Because of the expected 3Q03 tax credit position mentioned above, our new
estimated tax rate for the year is about 10%. 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.