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 18, 2005
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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
                                                          ------------------


                                       N/A
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          (Former name or former address, if changed since last report)


     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))


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 Item 7.01         Regulation FD Disclosure


On  August  18,  2005  Ultratech,   Inc.  posted  an  update  to  its  quarterly
teleconference  guidance on its Website at  www.ultratech.com.  The full text of
this  message is included as Exhibit 99.1 hereto and is  incorporated  herein by
reference.


Item 9.01          Financial Statements and Exhibits

c.   Exhibits

     Exhibit       Description
     -------       -----------

     99.1          Financial Update by CFO August 18, 2005.


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                                   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 18, 2005    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)


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                                  EXHIBIT INDEX

Exhibit       Description
- -------       -----------

99.1          Financial Update by CFO August 18, 2005.


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EX-99.1

                                  Exhibit 99.1

                             Financial Update by CFO

                                 August 18, 2005


At this point in the quarter, we are dealing with the usual impact of
non-linearity in installation and acceptance of systems affecting visibility for
financial guidance. However, for 3Q05, we are seeing additional aspects which
are further impacting visibility. In the advanced packaging area, the
ramifications of political events in Taiwan appear to indicate some pushouts of
delivery dates beyond the third quarter, although this is not certain.

Our insertion efforts for the laser processing systems at the two North American
customer sites are ongoing. We continue to make progress in demonstrating the
production worthiness of the tools. We remain on track to achieve our stated
goals of realizing 8-10 new orders this year for laser processing systems. Our
focus has been on logic device customers, where we have secured orders, and some
follow-on orders, from eight of the top ten customers. We are still planning on
manufacturing and shipping 6-7 laser processing systems this year and
recognizing revenue on a "handful," probably 3-4. Most likely, due to the
insertion process timing, the revenue from the laser processing tools for 2005
will occur in 4Q05.

So, what the above means is that the increased uncertainty makes us
uncomfortable in confirming previous financial guidance, but that we do not feel
that a revision in that guidance is warranted.

Cash flow for 3Q05 still looks to be positive.

Safe Harbor Statement
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Certain of the statements contained herein, which are not a historical fact and
which can generally be identified by words such as "anticipates", "expects",
"intends", "will", "could", "believes", "estimates", "continue", and similar
expressions, are 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 risks related to our
dependence on new product introductions and market acceptance of new products
and enhanced versions of our existing products; lengthy sales cycles, including
the timing of system installations and acceptances; lengthy and costly
development cycles for laser-processing and lithography technologies and
applications; integration, development and associated expenses of the laser
processing operation; delays, deferrals and cancellations of orders by
customers; cyclicality in the semiconductor and nanotechnology industries;
pricing pressures and product discounts; high degree of industry competition;
intellectual property matters; expiration of licensing arrangements, and the
resulting adverse impact on our licensing revenues; changes to financial
accounting standards; changes in pricing by us, our competitors or suppliers;
customer concentration; international sales; timing of new product announcements
and releases by us or our competitors; ability to volume produce systems and
meet customer requirements; sole or limited sources of supply; ability and
resulting costs to attract or retain sufficient personnel to achieve our targets
for a particular period; dilutive effect of employee stock option grants on net
income per share, which is largely dependent upon us achieving and maintaining
profitability and the market price of our stock; mix of products sold; rapid
technological change and the importance of timely product introductions; outcome
of litigation; manufacturing variances and production levels; timing and degree
of success of technologies licensed to outside parties; product concentration
and lack of product revenue diversification; inventory obsolescence; asset
impairment; effects of certain anti-takeover provisions; future acquisitions;
volatility of stock price; business interruptions due to natural disasters or
utility failures; environmental regulations; and any adverse effects of
terrorist attacks in the United States or elsewhere, or government responses


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thereto, or military actions in Iraq, Afghanistan and elsewhere, on the economy,
in general, or on our business in particular. Such risks and uncertainties are
described in Ultratech's SEC reports including its Annual Report on Form 10-K
filed for the year ended December 31, 2004 and on Form 10-Q for the quarter
ended July 2, 2005. Due to these and additional factors, the statements,
historical results and percentage relationships set forth herein are not
necessarily indicative of the results of operations for any future period. These
forward-looking statements are based on management's current beliefs and
expectations, some or all of which may prove to be inaccurate, and which may
change. We undertake no obligation to revise or update any forward-looking
statements to reflect any event or circumstance that may arise after the date of
this report.

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