UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K/A
                                 AMENDMENT NO. 1

================================================================================
(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended:  September 30, 1997
                            ------------------

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

                         Commission File Number: 0-11412
                                                 -------

                              AMTECH SYSTEMS, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         Arizona                                                 86-0411215
--------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

131 South Clark Drive, Tempe, Arizona                                 85281
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                           (Zip Code)

Registrant's telephone number, including area code:   602-967-5146
                                                   -----------------------------

         The undersigned  registrant  hereby amends its Form 10-K for the fiscal
year ended September 30, 1997, as follows:

         Part III, Items 10-13 are hereby amended as follows:
<PAGE>
                                    PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT;
                  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Information Concerning Directors and Officers

         The  following  table sets forth  information  regarding  the officers,
directors and director nominees of the Company,  including biographical data for
at least the last five years.


Name                    Age     Positions with the Company
----                    ---     --------------------------
                               
Jong S. Whang           52      President, Chief Executive Officer and Director
                               
Robert T. Hass          47      Vice President-Finance, Chief Financial Officer,
                                Treasurer, Secretary and Director
                               
Donald F. Johnston      72      Director
                               
Alvin Katz              68      Director
                               
Bruce R. Thaw           45      Director
                            

         JONG S.  WHANG  has  been  President,  Chief  Executive  Officer  and a
Director  since the  inception of the Company and was one of its  founders.  Mr.
Whang's responsibilities as President include the sales effort for the Company's
semiconductor  equipment  business and  development of new products and business
opportunities  in that industry.  He has twenty-four  years of experience in the
semiconductor industry including time spent in both processing and manufacturing
of equipment  components  and systems.  From 1973 until 1979, he was employed by
Siltronics,  Inc.,  initially  as  a  technician  working  with  chemical  vapor
deposition  (CVD) and later as  manager  of the  quartz  fabrication  plant with
responsibility of providing technical  marketing support.  From 1979 until 1981,
he was employed by U.S. Quartz,  Inc. as manufacturing  manager. In 1981 he left
U.S. Quartz to found the Company.

         ROBERT  T.  HASS  has  been  Vice  President-Finance,  Chief  Financial
Officer, Treasurer and Secretary of the Company since June 3, 1992. Mr. Hass has
been a Director of the Company  since  February 29,  1996.  From 1991 until May,
1992,  he  operated  a  financial  consulting  practice  under  the name of Hass
Financial Consulting  Services,  a sole  proprietorship.  From 1985 to 1991, Mr.
Hass  served  as  Director  of  Accounting  Services  and  then  Controller  for
Lifeshares  Group,  Inc., a holding company which owned and operated real estate
development  and  insurance  subsidiaries,  and  from  1988  to 1991  served  as
Controller and Chief Accounting Officer of some of those subsidiaries. From 1984
to 1985,  he served as Vice  President-Finance  and  Treasurer  of The  Victorio
Company, a privately owned holding company which owned and operated agriculture,
chemical, commercial real estate brokerage,  marketing research, and commodities
futures  brokerage  businesses.  From 1977 to 1984,  he was  employed in various
capacities  including Vice President,  Chief Financial  Officer and Treasurer by
Altamil Corporation,  then a public company, which manufactures truck equipment,
wirebound containers, and precision aluminum forgings. From 1972 to 1977, he was
employed as an auditor with Ernst & Ernst,  now known as Ernst & Young.  He is a
Certified Public Accountant.

         DONALD F.  JOHNSTON has been a Director  since April 9, 1994,  and also
served as a Director  from March,  1983 to December  1992.  He is not  otherwise
employed by the Company. He was
                                        2
<PAGE>
President  and Chief  Executive  Officer of JAI,  Inc., a management  consulting
firm,  from 1985 to March  1993.  From 1985 to March 1993,  when he retired,  he
acted as marketing and  management  consultant  to companies in the  electronics
industry.  From November,  1983 until October, 1985, he was President of Process
Control,  Inc. of Tempe,  Arizona. He has held senior management  positions with
Montgomery Ward & Co. and the Hotpoint Division of the General Electric Company.
He has also served as the  Vice-President  of B.F.  Goodrich and the Philco Ford
Division of the Ford Motor  Company.  Mr.  Johnston  also served as President of
Mirco, Amstar Electronics, and Hera Investment Co.

         ALVIN  KATZ has been a Director  since May 1,  1995.  Since 1981 he has
been an  adjunct  professor  of  business  management  at the  Florida  Atlantic
University  in Boca  Raton,  Florida.  From 1991 until the  company  was sold in
September,  1992, he was Chief Executive Officer of Odessa  Engineering Corp., a
company engaged in the manufacture of pollution monitoring equipment.  From 1957
to 1976,  Mr.  Katz was  employed  by  United  Parcel  Service  holding  various
managerial  positions,  including  District  Manager  and  Corporate  Manager of
Operations, Planning, Research and Development. He is also a Director of Blimpie
International,  a fast food franchisor,  Nastech Pharmaceutical Company, Inc., a
company  engaged in research,  development  and  marketing of nasally  delivered
pharmaceuticals, BCT International, Inc., a franchisor of wholesale thermography
printing plants, OZO Diversified Technology,  Inc., a manufacturer of depaneling
equipment  for the  semiconductor  industry,  and Micron  Instruments,  Inc.,  a
manufacturer  of  infrared  temperature  measurement  devices,  all of which are
publicly held corporations.

         BRUCE R. THAW has been a Director  since May 1, 1995. Mr. Thaw has been
a practicing  attorney since 1978. Since 1995, Mr. Thaw has been a self-employed
attorney,  and from 1984 to 1995,  he was a partner  in the law firm of Abrams &
Thaw. Mr. Thaw is also a Director of Information Resource  Engineering,  Inc., a
public traded company that designs,  manufactures  and markets  computer network
security  systems and products.  Mr. Thaw does not render legal  services to the
Company.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's  directors  and  executive  officers  as well as persons  beneficially
owning more than 10% of the Company's  Common Stock,  to file certain reports of
ownership  with the  Securities  and  Exchange  Commission  (the  "SEC")  within
specified  time periods.  Such  officers,  directors and  shareholders  are also
required by SEC rules to furnish the  Company  with copies of all Section  16(a)
forms they file.

         Based  solely on its  review of such forms  received  by it, or written
representations  from  certain  reporting  persons,  the Company  believes  that
between  October  1,  1996 and  September  30,  1997 all  Section  16(a)  filing
requirements  applicable to its officers,  directors and 10%  shareholders  were
complied with,  except that reports were not filed to reflect  automatic  option
grants  received  by  Messrs.  Johnston  and Katz  arising  under the  Company's
Non-Employee Directors Stock Option Plan.
                                        3
<PAGE>
ITEM 11.          EXECUTIVE COMPENSATION


         The following  table sets forth annual and long-term  compensation  for
services in all  capacities to the Company for the fiscal years ended  September
30, 1997, 1996 and 1995, of the Company's Chief Executive Officer, and the other
most highly  compensated  executive  officers of the company who received annual
compensation  exceeding  $100,000  during such  periods  (the  "Named  Executive
Officers").

                           SUMMARY COMPENSATION TABLE


                                      Annual  Compensation
                              ------------------------------------
     Name and        Fiscal                         Other Annual     All Other
Principal Position    Year    Salary    Bonus      Compensation(2)  Compensation
------------------    ----    ------    -----      ---------------  ------------

Jong S. Whang         1997   $139,615  $33,994(1)         -           $3,693(3)
President and Chief   1996    100,000   59,870            -            3,106
Executive Officer     1995     95,000   48,657            -            2,815

Robert T. Hass        1997     89,838   10,771            -            1,935(4)
Vice President 
  - Finance



---------------------

(1)  On  February  24,  1989,  the  Board of  Directors  approved  an  incentive
     compensation  plan for Mr. Whang,  which  provides for an annual cash bonus
     equal  to 2% of  the  annual  profits  of  the  Company  before  taxes  and
     extraordinary  items;  plus 2% of the amount by which the  revenues  of the
     Company'  s  semiconductor  equipment  business  in each year  exceed  such
     revenues  for the  previous  year.  It is a condition to the payment of any
     bonus that Mr. Whang have been continually employed by the Company and that
     the  Company  have  realized a profit  after the  payment of the bonus.  On
     February 28, 1997,  Mr. Whang entered into an employment  contract with the
     Company,  which contract  incorporated Mr. Whang's  incentive  compensation
     plan and added  additional  bonus  eligibility  criteria.  See  "Employment
     Contracts with Executive Officers," below.

(2)  Other  compensation to Messrs.  Whang and Hass,  consisting of the use of a
     Company car, vacation pay and other perquisites,  did not exceed $50,000 or
     10% of base compensation during any fiscal year covered by this table.

(3)  Amount  includes  annual  insurance  premiums  of $225  paid on  whole-life
     insurance  for the  benefit  of Mr.  Whang's  spouse and  Company  matching
     contribution in the Amtech  Systems,  Inc. 401(k) Savings Plan (the "401(k)
     Plan") for Mr. Whang of $3,438.

(4)  Amount represents Company matching  contribution in the 401(k) Plan for Mr.
     Hass.
                                        4
<PAGE>
Option Grants

         The table shown below  contains  information on grants of stock options
during the 1997 fiscal year to the Named Executive Officers.

                        OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                 Individual Grants
                ------------------------------------------------------------  Potential Realizable Value
                Securities                               Stock                at Assumed Annual Rates of
                Underlying    % of Total               Price on                Stock Price Appreciation
                  Options   Options Granted  Exercise   Date of                   for Option Term(3)
                  Granted    to Employees      Price     Grant    Expiration  --------------------------
     Name           (#)         in 1997       ($/sh)    ($/sh)      Date       0%       5%        10%
--------------  ----------  ---------------  --------  ---------  ----------  ----   --------   --------
<S>             <C>               <C>         <C>        <C>        <C>        <C>   <C>        <C>     
Jong S. Whang   207,584(1)        77%         $2.50      $2.50      2/28/07    -     $326,371   $827,089
                                              (2)
Robert T. Hass    2,500(4)         1           2.50       2.50      2/28/07    -        3,931      9,961
                                              (2)
</TABLE>


(1)  All  options  were  granted to Mr.  Whang on  February  28,  1997 under the
     applicable  Stock Option Plan. The options  granted  become  exercisable as
     follows:  20% on February 28, 1998,  and an additional 20% on each one year
     anniversary thereafter. To the extent not already exercisable,  the options
     become immediately  exercisable upon: (i) the dissolution or liquidation of
     the Company or a  reorganization,  merger or  consolidation in which all or
     substantially  all prior  shareholders do not continue to own more than 60%
     of the outstanding shares of common stock and voting  securities;  (ii) the
     sale of all or substantially all of the assets of the Company; or (iii) the
     occurrence of a change in control of the Company. In addition,  Mr. Whang's
     options  accelerate  upon the  Company's  termination  of Mr. Whang without
     cause. See "Employment Contracts with Executive Officers."

(2)  The  exercise  price  was set at  100%  of  closing  price  ($2.50)  of the
     Company's Common Stock on grant day (February 28, 1997), as reported on the
     Nasdaq SmallCap Market.

(3)  Reflects  the value of the stock  option on the date of grant  assuming (i)
     for the 0% column,  no  appreciation  in the Company's stock price from the
     date of grant over the term of the option,  (ii) for the 5% column,  a five
     percent annual rate of  appreciation  in the Company's stock price over the
     term of the option, and (iii) for the 10% column, a ten percent annual rate
     of  appreciation  in the Company's stock price over the term of the option,
     in each case without any discounting to present value. The actual gains, if
     any, on stock option exercises are dependent upon the future performance of
     the Company's  Common  Stock.  Accordingly,  the amounts  reflected in this
     table may not necessarily be indicative of the actual results obtained.

(4)  All  options  were  granted  to Mr.  Hass on  February  28,  1997 under the
     applicable  Stock Option Plan. The options  granted  become  exercisable as
     follows:  20% on the date of grant and an  additional  20% on each one year
     anniversary thereafter.
                                        5
<PAGE>
Option Exercises

         The  following  table shows the stock  options  exercised  by the Named
Executive  Officers  during fiscal year 1997 and the value of stock options held
by him, as of the end of fiscal year 1997.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                              Number of Unexercised           Value of Unexercised
                                                     Options                       In-the-Money
                                              at September 30, 1997       Options at September 30, 1997
                  Shares                    --------------------------    -----------------------------
                Acquired on      Value                                   
Name            Exercise (#)    Realized    Exercisable  Unexercisable     Exercisable  Unexerciseable
-------------   ------------    --------    -----------  -------------     -----------  --------------
<S>                <C>           <C>             <C>        <C>                <C>         <C>    
Jong S. Whang      10,000        $13,550         -          207,584            $0          $38,922
</TABLE>                                                               


Amendment or Repricing of Options

         During  fiscal  year 1997,  the Company did not amend or reprice any of
its stock options held by executive officers of the Company.

Compensation of Directors

         Directors  who  are  full-time  employees  of the  Company  receive  no
additional compensation for serving as directors. Non-employee directors receive
fees of $700 per Board meeting attended and $250 per committee meeting attended.
In addition,  under the Company's Non-Employee Directors Stock Option Plan, each
outside director receives an annual grant of options to purchase 6,000 shares of
Common  Stock.  The  exercise  price of the options is the fair market  value of
Common  Stock on the date of grant and each  option  has a term of ten years and
becomes  exercisable  in  three  equal  installments  commencing  on  the  first
anniversary  of the  date  of  grant  and  continuing  for  the  two  successive
anniversaries  thereafter.  In the event of the  disability  (as  defined in the
plan) or death of an outside  director,  all options  remain  exercisable  for a
period of twelve months  following the date such person ceased to be a director,
but only to the extent  such  option was  exercisable  on the date the  director
ceased to be a director.

Employment Contracts with Executive Officers

         On  February  28,  1997,  the  Company  entered  into a five  (5)  year
employment  agreement with its President,  Jong S. Whang. Under the terms of the
agreement,  Mr.  Whang  receives  an annual  salary  of  $155,000,  with  annual
increases of at least 5% to be  determined  by the Board of Directors at the end
of  each  year  of the  agreement.  He is  entitled  to  receive  the  following
additional  annual  incentive cash  compensation of up to fifty percent (50%) of
his base salary,  to be  calculated  as follows:  (i) a bonus equal to 2% of the
annual earnings of the Company before taxes and extraordinary  items, and (ii) a
bonus  equal  to 2% of the  amount  by  which  the  revenues  of  the  Company's
semiconductor  equipment  business in each year  exceeds  such  revenues for the
previous year. During fiscal year 1997, Mr. Whang earned a cash bonus of $33,994
pursuant to the foregoing formula.  It is a condition to the payment of any cash
bonus that Mr.  Whang shall have been  continuously  employed by the Company and
that the total of all cash and stock bonuses is
                                        6
<PAGE>
limited to 10% of the  Company's  pre-tax  earnings  for that year.  Profits are
determined without taking into account the first $3,200,000 expended or invested
by the Company in the development of the proposed photo-assisted CVD product. In
addition, Mr. Whang was granted 207,584 stock options pursuant to the agreement.
These  options  were granted on February 28, 1997 and vest at the rate of twenty
percent  (20%) per full year of service over a five year  period.  To the extent
not already  exercisable,  the options become immediately  exercisable upon: (i)
the  dissolution or liquidation  of the Company or a  reorganization,  merger or
consolidation  in which  all or  substantially  all  prior  shareholders  do not
continue  to own more than 60% of then  outstanding  shares of common  stock and
voting  securities,  (ii) the sale of all or substantially  all of the assets of
the Company,  or (iii) the  occurrence  of a change in control of the Company as
discussed in the  agreement.  The agreement  also contains  confidentiality  and
non-compete provisions. If Mr. Whang is terminated other than for "cause," he is
entitled to receive as severance pay salary, incentive compensation and vacation
accrued  through  the date of  termination  plus the  greater of $155,000 or the
balance of his  compensation to the end of the term of the employment  agreement
computed using the latest  applicable  salary rate without  consideration of any
reductions in base pay below $155,000. Mr. Whang is also entitled to participate
in any benefit plans generally available to employees of the Company.

ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Management

         The  following  table sets forth  certain  information  concerning  the
beneficial  ownership of the  Company's  Common Stock as of January 16, 1998, by
(i) each  director  and each  nominee  for  director of the  Company,  (ii) each
officer of the Company,  and (iii) all officers and  directors as a group.  This
information  was determined in accordance with Rule 13(d)-3 under the Securities
Exchange Act of 1934, as amended, and is based upon the information furnished by
the persons listed below. Except as otherwise indicated, each shareholder listed
possesses sole voting and investing  power with respect to the shares  indicated
as being beneficially owned.

                                                   Shares of Common Stock
                                                     Beneficially Owned
                                           ------------------------------------
                                             Number of Shares       Percent of
Name and Address(1)                        Beneficially Held(2)    Ownership(3)
----------------                           --------------------    ------------

Jong S. Whang                                   140,493(4)             3.3%
                                                                
Bruce R. Thaw                                    53,000(5)             1.3%
                                                                
Donald F. Johnston                               13,250(6)              *
                                                                
Robert T. Hass                                   16,500(7)              *

                                        7
<PAGE>
                                                   Shares of Common Stock
                                                     Beneficially Owned
                                           ------------------------------------
                                             Number of Shares       Percent of
Name and Address(1)                        Beneficially Held(2)    Ownership(3)
----------------                           --------------------    ------------

Alvin Katz                                      132,000(8)             3.1%

Directors and executive officers as a group     355,243(9)             8.5%
(1)(2)(3)(4)(6)(7)(8)

------------------------

*    Less than 1%.

(1)  The  address for each  person  listed in this table is c/o Amtech  Systems,
     Inc., 131 South Clark Drive, Tempe, Arizona 85281.

(2)  Mr. Whang is the Company's President,  CEO and a director.  Mr. Hass is the
     Vice President-Finance, Chief Financial Officer, Treasurer, Secretary and a
     director. Messrs. Johnston, Katz and Thaw are presently directors.

(3)  The  shares  and  percentages  shown  include  the  shares of Common  Stock
     actually  owned as of January 16, 1998, and the shares of Common Stock with
     respect to which the person had the right to acquire  beneficial  ownership
     within 60 days of such date pursuant to options or warrants.  All shares of
     Common Stock that the identified  person had the right to acquire within 60
     days of January 16,  1998 upon the  exercise  of options or  warrants,  are
     deemed to be  outstanding  when  computing the percentage of the securities
     owned by such person,  but are not deemed to be outstanding  when computing
     the percentage of the securities owned by any other person.

(4)  Includes (i) 18,976  shares held jointly with Mr.  Whang's  spouse and (ii)
     41,517 shares issuable upon the exercise of presently  exercisable options,
     with an exercise price of $2.50 per share.

(5)  Includes  12,000 shares  issuable  upon  exercise of presently  exercisable
     options with exercise  prices of $2.24 per share for 10,000 of these shares
     and $2.50 per  share  for the  remaining  2,000  shares,  and  warrants  to
     purchase  4,000  shares of Common  Stock at an exercise  price of $2.25 per
     share.  Also includes 9,000 shares  outstanding  and 5,000 shares  issuable
     upon exercise of warrants, all of which are held by Mr. Thaw's spouse.

(6)  Includes 12,000 shares issuable upon the exercise of presently  exercisable
     options, with exercise prices of $1.75 per share for 10,000 of these shares
     and $2.50 per share for the remaining 2,000 shares.

(7)  Includes 10,000 shares issuable upon the exercise of presently  exercisable
     options,  with an exercise  price of $.63 per share.  Excludes  stock bonus
     grants for 4,000  shares  that do not vest  within 60 days of  January  16,
     1998.

(8)  Includes 12,000 shares issuable upon the exercise of presently  exercisable
     options, with exercise prices of $2.24 per share for 10,000 of these shares
     and $2.50 per share for the remaining 2,000 shares.

(9)  Includes  91,517 shares  issuable  upon  exercise of presently  exercisable
     options and 4,000 shares issuable upon exercise of outstanding warrants.
                                        8
<PAGE>
Security Ownership of Certain Beneficial Owners

         There are no persons  known to the  Company who  beneficially  own more
than 5% of the outstanding Common Stock of the Company.

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company did not have any  transactions  during fiscal 1997 with any
director,  director  nominee,  executive  officer,  security holder known to the
Company  to own of record or  beneficially  more  than five (5)  percent  of the
Company's  Common  Stock,  or any member of the  immediate  family of any of the
foregoing persons, in which the amount involved exceeded $60,000.
                                        9
<PAGE>
                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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.

                                     AMTECH SYSTEMS, INC.

February 3, 1998                     By  /s/ Jong S. Whang
                                       -----------------------------------------
                                             Jong S. Whang, President

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report on Form 10-K has been  signed  below by the  following  persons  on
behalf of the registrant and in the capacities and on the dates indicated:

Signature                            Title                            Date
---------                            -----                            ----

  /s/ Jong S. Whang        Chairman of the Board,               February 3, 1998
-------------------------  President
Jong S. Whang              (Chief Executive Officer)
                           

  /s/ Robert T. Hass       Vice President-Finance               February 3, 1998
-------------------------  (Chief Financial
Robert T. Hass             & Accounting Officer) 
                           

  /s/ *                    Director                             February 3, 1998
-------------------------
Donald F. Johnston

  /s/ *                    Director                             February 3, 1998
-------------------------
Alvin Katz

  /s/ *                    Director                             February 3, 1998
-------------------------
Bruce R. Thaw


*By:  /s/ Jong S. Whang                                         February 3, 1998
    ----------------------
    Jong S. Whang
                                       10