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)     February 4, 2004




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



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


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


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


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






Item 7.                Exhibits


Exhibit Description
99.1    Press release announcing Ultratech's Fourth Quarter 2003
        Results


Item 9. Pursuit to Item 12, Regulation FD Disclosure

On February 4, 2004 Ultratech, Inc. released its fourth quarter 2003 financial
results. 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.
            (Registrant)



Date:    February 4, 2004

                          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    Ultratech Announces Fourth Quarter 2003 Results