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) October 6, 2006


                                 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)



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 5.02    Departure of Directors or Principal Officers; Election of
             Directors; Appointment of Principal Officers; Compensatory
             Arrangements of Certain Officers.

On October 5, 2006, John E. Denzel resigned his position as President and COO of
Ultratech, Inc. (the "Company"). He will continue to be employed with the
Company for a certain period of time. Mr. Denzel will receive the severance
benefits outlined in Section 6.2 of his employment agreement previously filed
with the Commission from the date his employment terminates. A copy of the press
release issued by the Company on October 5, 2006 announcing Mr. Denzel's
resignation is attached hereto as Exhibit 99.1.

Item 9.01    Exhibits

(d)  Exhibits.

Exhibit      Description
99.1         Press release announcing resignation of Ultratech's President and
             COO.




                                   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: October 6, 2006     /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 resignation of Ultratech's President and
                COO



                                        4