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) March 23, 2006
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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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                                       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))




Item 7.01                 Regulation FD Disclosure



On March 23, 2006 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 March 23, 2006.






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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:           March 23, 2006        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 March 23, 2006.




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EX-99.1

                                  Exhibit 99.1

                             Financial Update by CFO

                                 March 23, 2006


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. Depending
on the amount of time it takes to complete these efforts, acceptance and revenue
could occur either this quarter or next. A key issue in forecasting financial
performance is the significant increase over the past few years in the average
selling price of our products. At our current quarterly revenue run rate, a
single system in or out of a quarter can result in a revenue swing of 10% or
more.

Overall, business conditions have improved to where we now are anticipating
revenue for 1Q06 to be in a range of down 5%-15% sequentially from 4Q05. Gross
margin still looks to be in a range of 40%-42%, based on the projected product
mix for the quarter. Operating margin for 1Q06 now looks to be in a range of
breakeven to (5%). We still anticipate an 8% income tax rate in 1Q06. Earnings
per share (diluted) for 1Q06 now are projected to be around breakeven. Cash flow
for 1Q06 now is expected to be positive.

Even though we are seeing improved business conditions in 1Q06, since we are
still very early in the year and we wish to remain conservative, we are not
changing the full year 2006 guidance at this time. So, for the full year of
2006, the company still could achieve annual revenue growth on the order of
10%-20% compared with 2005. Gross margin for the year could be in a range of
45%-46%, based on the projected product mix for the year. Operating margin for
the year could be in a range of 2%-5%. The projected tax rate for the year still
looks to be about 8%, driven primarily by corporate income taxes on the
company's operations in Japan. Earnings per share (diluted) for the year could
be in a range of $0.25-$0.45. The earnings per share impact of FAS 123(R) option
expense accounting still should be about $0.03 for the year. Cash flow for the
year is still anticipated to be positive.

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Safe Harbor Statement
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Certain of the statements contained herein, which are not historical facts 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; foreign government regulations and restrictions, the
political restrictions in Taiwan regarding offshore investments and the
exporting of sensitive technologies and jobs to certain countries; 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 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, 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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