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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A-1

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

|                                            |  |                                 
|------------------------------------------- |  | --------------------------------
|For the fiscal year ended December 31, 2001 |  | Commission File Number 000-30637

AUGUST TECHNOLOGY CORPORATION
(Exact name of Registrant as specified in its charter)

|                                                                               |  |                                                
|------------------------------------------------------------------------------ |  | -----------------------------------------------
|Minnesota
(State or other jurisdiction of
incorporation or organization)       |  | 41-1729485
(I.R.S. Employer
Identification No.)
|                                                                               |  |                                                
|4900 West 78th Street
Bloomington, MN
(Address of principal executive offices) |  | 55435
(Zip Code)                               

(952) 820-0080
(Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class:
Common Stock, no par value

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this form 10-K or any
amendment to this form 10-K. [   ]

The aggregate market value of voting stock held by nonaffiliates of the
Registrant was $62,962,930 as of February 28, 2002.

The number of shares of Common Stock, no par value, outstanding as of
February 28, 2002 was 12,825,219.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement to be delivered to shareholders
in connection with the Annual Meeting of Shareholders to be held April 30, 2002
are incorporated by reference into Part III.





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|                                          |                                                                            |  |  |  |  |  |  | 
|----------------------------------------- | -------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART IV                                  
|                                          | ITEM 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
|SIGNATURES                               
|1998 Board of Directors Compensation Plan



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This Amendment No. 1 to the Form 10-K for the year ended December 31, 2001 is
being filed to amend Part IV to file an omitted exhibit.




PART IV




ITEM 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K

(a)  Documents filed as part of this report.



| |  | (1) |  | Financial Statements.The following financial
statements are included in Part II, Item 8 of this Annual
Report on Form 10-K:                                           
| |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |     |  |                                                                                                                                                                       
| |  |     |  | Independent Auditors Report                                                                                                                                          
| |  |     |  |                                                                                                                                                                       
| |  |     |  | Consolidated Balance Sheets as of December 31, 2001 and 2000                                                                                                          
| |  |     |  |                                                                                                                                                                       
| |  |     |  | Consolidated Statements of Operations for the Years Ended
December 31, 2001, 2000 and 1999                                                                            
| |  |     |  |                                                                                                                                                                       
| |  |     |  | Consolidated Statements of Shareholders Equity for the Years
Ended December 31, 2001, 2000 and 1999                                                                  
| |  |     |  |                                                                                                                                                                       
| |  |     |  | Consolidated Statements of Cash Flows for the Years Ended
December 31, 2001, 2000 and 1999                                                                            
| |  |     |  |                                                                                                                                                                       
| |  |     |  | Notes to Consolidated Financial Statements                                                                                                                            
| |  |     |  |                                                                                                                                                                       
| |  | (2) |  | Financial Statement Schedules.The following
schedule is included immediately following the signature page
of this Form 10-K:                                          
| |  |     |  |                                                                                                                                                                       
| |  |     |  | Independent Auditors Report on Financial Statement Schedule                                                                                                          
| |  |     |  |                                                                                                                                                                       
| |  |     |  | Schedule II  Valuation and Qualifying Accounts.                                                                                                                      
| |  |     |  |                                                                                                                                                                       
| |  |     |  | All other schedules are omitted since they are not applicable,
not required or the information is presented in the
consolidated financial statements or related notes.
| |  |     |  |                                                                                                                                                                       
| |  | (3) |  | Exhibits.                                                                                                                                                             
| |  |     |  |                                                                                                                                                                       
| |  |     |  | The exhibits included in this report are set forth on the
Exhibit Index to Form 10-K/A-1 following the signature page
of this Form 10-K/A-1.                        

(b)  Reports on Form 8-K.



| |                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | No reports on Form 8-K were filed by the Company during the
quarter ended December 31, 2001; however, a Report on Form 8-K dated
November 30, 2001 was filed by the Company on January 10, 2002
pursuant to Item 5 (Other Events) to report the adoption of a
trading plan in compliance with Rule 10b5-1 of the Securities
Exchange Act of 1934 by Thomas C. Verburgt, the Companys Chief
Technology Officer.

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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.

|                     |  |                                                                                            
|-------------------- |  | -------------------------------------------------------------------------------------------
|                     |  | AUGUST TECHNOLOGY CORPORATION                                                              
|                    
|Date: March 16, 2002 |  | By: /s/ JEFF L. ODELL
Jeff L. ODell
Chief Executive Officer
(Principal Executive Officer)

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

EXHIBIT INDEX TO FORM 10-K/A-1

|                                             |  |  |  |                                 
|-------------------------------------------- |  |  |  | --------------------------------
|For the fiscal year ended:
December 31, 2001 |  |  |  | Commission File No.: 000  30637



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AUGUST TECHNOLOGY CORPORATION



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|               |  |                                                                                                                                                                                                                                   
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                                                                       
|               |  |                                                                                                                                                                                                                                   
|3.1            |  | Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Companys Registration Statement on Form S-1, Reg. No.
333-32692)                                                  
|               |  |                                                                                                                                                                                                                                   
|3.2            |  | Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Companys Registration
Statement on Form S-1, Reg. No. 333-32692)                                                                     
|               |  |                                                                                                                                                                                                                                   
|4.1            |  | Instruments defining the rights of security holders,
including indentures (reference is made to Exhibits 3.1 and
3.2)                                                                                                             
|               |  |                                                                                                                                                                                                                                   
|4.2            |  | Form of Stock Certificate (incorporated by reference to
Exhibit 4.2 to the Companys Registration Statement on Form
S-1, Reg. No. 333-32692)                                                                                      
|               |  |                                                                                                                                                                                                                                   
|10.1           |  | 1997 Stock Option Plan, as amended and restated through
April 20, 2001 (incorporated by reference to Exhibit 10.1
to the Companys Form 10-Q for the quarter ended June 30,
2001)***                                              
|               |  |                                                                                                                                                                                                                                   
|10.2           |  | International Distributor Agreement between the Company and
Marubeni Solutions Corporation dated June 14, 1999
(incorporated by reference to Exhibit 10.2 to the Companys
Registration Statement on Form S-1, Reg. No. 333-32692)
|               |  |                                                                                                                                                                                                                                   
|10.3           |  | International Distributor Agreement between the Company and
Metron Technology B.V. dated September 10, 1999
(incorporated by reference to Exhibit 10.3 to the Companys
Registration Statement on Form S-1, Reg. No. 333-32692)   
|               |  |                                                                                                                                                                                                                                   
|10.4           |  | International Distributor Agreement between the Company and
Quasys AG dated September 23, 1996 (incorporated by
reference to Exhibit 10.4 to the Companys Registration
Statement on Form S-1, Reg. No. 333-32692)                
|               |  |                                                                                                                                                                                                                                   
|10.5           |  | International Distributor Agreement between the Company and
Firfax Systems Ltd. dated September 3, 1996 (incorporated
by reference to Exhibit 10.5 to the Companys Registration
Statement on Form S-1, Reg. No. 333-32692)       

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|               |  |                                                                                                                                                                                                                                                                                                                                                               
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                                                                                                                                                                                                   
|               |  |                                                                                                                                                                                                                                                                                                                                                               
|               |  |                                                                                                                                                                                                                                                                                                                                                               
|10.6           |  | Office Warehouse Lease Agreement between the Company and
West 78th Street, Bloomington Associates, LLC, dated
October 18, 1999 (incorporated by reference to Exhibit 10.9
to the Companys Registration Statement on Form S-1, Reg.
No. 333-32692)                                                                                                            
|               |  |                                                                                                                                                                                                                                                                                                                                                               
|10.7           |  | Letter Agreement between the Company and Marquette Capital
Bank, N.A., dated November 4, 1999, as amended by Amendment
to Letter Agreement dated March 10, 2000, as further
amended by Amendment to Letter Agreement dated March 16,
2000 (incorporated by reference to Exhibit 10.10 to the
Companys Registration Statement on Form S-1, Reg. No.
333-32692)
|               |  |                                                                                                                                                                                                                                                                                                                                                               
|10.8           |  | Promissory Note between the Company and Marquette Capital
Bank, N.A., dated November 4, 1999 (incorporated by
reference to Exhibit 10.11 to the Companys Registration
Statement on Form S-1, Reg. No. 333-32692)                                                                                                                                             
|               |  |                                                                                                                                                                                                                                                                                                                                                               
|10.9           |  | Lease Agreement between the Company and Duke Realty
Minnesota, LLC, dated August 18, 1998 (incorporated by
reference to Exhibit 10.12 to the Companys Registration
Statement on Form S-1, Reg. No. 333-32692)                                                                                                                                                
|               |  |                                                                                                                                                                                                                                                                                                                                                               
|10.10          |  | Stock Purchase Warrant between the Company and III-D
Capital, LLC, dated July 24, 1998 (incorporated by
reference to Exhibit 10.13 to the Companys Registration
Statement on Form S-1, Reg. No. 333-32692)                                                                                                                                                   
|               |  |                                                                                                                                                                                                                                                                                                                                                               
|10.11          |  | August Technology 2000 Annual Award Plan (incorporated by
reference to Exhibit 10.14 to the Companys Registration
Statement on Form S-1, Reg. No. 333-32692)***                                                                                                                                                                                              
|               |  |                                                                                                                                                                                                                                                                                                                                                               
|10.12          |  | OEM Agreement between the Company and Santok Software
Solutions Inc., dated January 26, 2000 (incorporated by
reference to Exhibit 10.15 to the Companys Registration
Statement on Form S-1, Reg. No. 333-32692)                                                                                                                                             
|               |  |                                                                                                                                                                                                                                                                                                                                                               
|10.13*         |  | 1998 Board of Directors Compensation Plan, adopted by the
Board of Directors, amended and restated as of January 1,
2002***                                                                                                                                                                                                                                   
|               |  |                                                                                                                                                                                                                                                                                                                                                               
|10.14          |  | August Technology 2000 Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.17 to the
Companys Registration Statement on Form S-1, Reg. No.
333-32692)***                                                                                                                                                                                   
|               |  |                                                                                                                                                                                                                                                                                                                                                               
|10.15          |  | Guaranty for the benefit of Marquette Capital Bank, N.A.,
dated November 4, 1999 (incorporated by reference to
Exhibit 10.18 to the Companys Registration Statement on
Form S-1, Reg. No. 333-32692)                                                                                                                                                         
|               |  |                                                                                                                                                                                                                                                                                                                                                               
|10.16          |  | Executive Employment Agreement between the Company and John
M. Vasuta, dated May 8, 2000 (incorporated by reference to
Exhibit 10.19 to the Companys Form 10-K for the year ended
December 31, 2000)***                                                                                                                                                      
|               |  |                                                                                                                                                                                                                                                                                                                                                               
|10.17          |  | Executive Employment Agreement between the Company and
James K. Nurse, dated August 22, 2000 (incorporated by
reference to Exhibit 10.20 to the Companys Form 10-K for
the year ended December 31, 2000)***                                                                                                                                                  

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|               |  |                                                                                                                                                                                                                                                             
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                                                                                                 
|               |  |                                                                                                                                                                                                                                                             
|10.18          |  | Executive Employment Agreement between the Company and
Albert A. Eliasen, dated October 27, 2000 (incorporated by
reference to Exhibit 10.21 to the Companys Form 10-K for
the year ended December 31, 2000)***                                            
|               |  |                                                                                                                                                                                                                                                             
|10.19          |  | Amendments to the Lease Agreement between the Company and
West 78th Street, Bloomington Associates, LLC, dated March
31, 2000 and July 25, 2000 (incorporated by reference to
Exhibit 10.22 to the Companys Form 10-K for the year ended
December 31, 2000)
|               |  |                                                                                                                                                                                                                                                             
|10.20          |  | Amendment to Letter Agreement and Promissory Note between
the Company and Marquette Capital Bank, N.A., dated August
10, 2000 (incorporated by reference to Exhibit 10.23 to the
Companys Form 10-K for the year ended December 31, 2000)                  
|               |  |                                                                                                                                                                                                                                                             
|10.21          |  | August Technology 2001 Annual Incentive Plan (incorporated
by reference to Exhibit 10.24 to the Companys Form 10-K
for the year ended December 31, 2000)***                                                                                                
|               |  |                                                                                                                                                                                                                                                             
|10.22**        |  | Executive Employment Contract between the Company and Jeff
L. ODell, dated March 6, 2002***                                                                                                                                                                
|               |  |                                                                                                                                                                                                                                                             
|10.23**        |  | Executive Employment Contract between the Company and
Thomas C. Velin, dated March 6, 2002***                                                                                                                                                               
|               |  |                                                                                                                                                                                                                                                             
|10.24**        |  | Executive Employment Contract between the Company and David
Klenk, dated March 6, 2002***                                                                                                                                                                   
|               |  |                                                                                                                                                                                                                                                             
|10.25**        |  | Executive Employment Contract between the Company and Mark
Harless, dated March 6, 2002***                                                                                                                                                                  
|               |  |                                                                                                                                                                                                                                                             
|10.26**        |  | Executive Employment Contract between the Company and
Thomas Verburgt, dated March 6, 2002***                                                                                                                                                               
|               |  |                                                                                                                                                                                                                                                             
|10.27**        |  | Executive Employment Contract between the Company and John
M. Vasuta, dated March 6, 2002***                                                                                                                                                                
|               |  |                                                                                                                                                                                                                                                             
|10.28**        |  | Executive Employment Contract between the Company and D.
Mayson Brooks, dated March 5, 2002***                                                                                                                                                              
|               |  |                                                                                                                                                                                                                                                             
|10.29**        |  | Executive Employment Contract between the Company and Wayne
Hubin, dated March 6, 2002***                                                                                                                                                                   
|               |  |                                                                                                                                                                                                                                                             
|10.30**        |  | Executive Employment Contract between the Company and
Albert Eliasen, dated March 6, 2002***                                                                                                                                                                
|               |  |                                                                                                                                                                                                                                                             
|10.31**        |  | August Technology 2002 Annual Incentive Plan***                                                                                                                                                                                                             
|               |  |                                                                                                                                                                                                                                                             
|10.32**        |  | Amendment to the Lease Agreement between the Company and
West 78th Street, Bloomington Associates, LLC, dated June
18, 2001                                                                                                                                 

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|               |  |                                                                                                                                        
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                            
|               |  |                                                                                                                                        
|10.33**        |  | Amendment to the International Distributor Agreement
between the Company and Metron Technology B.V., dated April
17, 2001              
|               |  |                                                                                                                                        
|21.1           |  | Subsidiaries of the Company (incorporated by reference to
Exhibit 21.1 to the Companys Form 10-K for the year ended
December 31, 2000)
|               |  |                                                                                                                                        
|23.1**         |  | Independent Auditors Consent                                                                                                          



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|*   |  | Filed herewith                                         
|--- |  | -------------------------------------------------------
|   
|**  |  | Previously filed                                       
|   
|*** |  | Management contract or compensatory plan or arrangement

7