UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 00246W103

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Morris S. Young, as Trustee of the Young Family Trust and General Partner of the Morris S. Young Family Ltd. Partnership

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
272,548  (1)

6.

Shared Voting Power
1,333,971  (2)

7.

Sole Dispositive Power
272,548  (1)

8.

Shared Dispositive Power
1,333,971 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,606,519

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
(3)

11.

Percent of Class Represented by Amount in Row (9)
5.5%

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Vicke I. Young, as trustee of the Young Family Trust and General Partner of the Morris S. Young Family Ltd. Partnership

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0-

6.

Shared Voting Power
1,353,971  (4)

7.

Sole Dispositive Power
-0-

8.

Shared Dispositive Power
1,353,971  (4)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,353,971

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
4.7 %

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
AXT, Inc.

(b)

Address of Issuer’s Principal Executive Offices
4281 Technology Drive, Fremont, CA  94538

Item 2.

(a)

Name of Person Filing
Morris S. Young & Vicke I. Young, each in his/her capacity as Trustee of the Young Family Trust and as General Partner of the Morris S. Young Family Ltd. Partnership

(b)

Address of Principal Business Office or, if none, Residence

Morris S. Young

4281 Technology Drive

Fremont, CA  94538

Vicke I. Young

4281 Technology Drive

Fremont, CA  94538

(c)

Citizenship

Morris S. Young:            United States

Vicke I. Young:               United States

(d)

Title of Class of Securities
Common Stock, par value $0.001

(e)

CUSIP Number
00246W103

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not Applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Morris S. Young:

(a)

Amount beneficially owned:   

1,606,519

(b)

Percent of class:   

5.5%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote    

272,548  (1)

(ii)

Shared power to vote or to direct the vote    

1,333,971  (2)

(iii)

Sole power to dispose or to direct the disposition of   

272,548  (1)

(iv)

Shared power to dispose or to direct the disposition of   

1,333,971  (2)

Vicke I. Young:

(a)

Amount beneficially owned:   

1,353,971

(b)

Percent of class:   

4.7%

(c)

Number of shares as to which the person has:

(v)

Sole power to vote or to direct the vote   

-0-

(vi)

Shared power to vote or to direct the vote    

1,353,971  (3)

(vii)

Sole power to dispose or to direct the disposition of   

-0-

(viii)

Shared power to dispose or to direct the disposition of   

1,353,971 (3)

(1)   Shares held in name of Morris S. Young, as an individual, and includes options to purchase 275,052 shares that may be exercised within 60 days of December 31, 2005.

(2)   Shares held in name of Young Family Trust and Young Family Limited Partnership.

(3)   Shares held in name of Young Family Trust, Young Family Limited Partnership and jointly with George Liu, Ms. Young’s father.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certification

Not Applicable.

/s/ MORRIS S. YOUNG

Morris S. Young

/s/ VICKE I. YOUNG

Vicke I. Young

/s/ MORRIS S. YOUNG

Morris S. Young

/s/ VICKE I. YOUNG

Vicke I. Young