<PAGE>

     As filed with the Securities and Exchange Commission on March 20, 2000
                                              Registration No. 333-_____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          CREDENCE SYSTEMS CORPORATION
               (Exact name of issuer as specified in its charter)

          DELAWARE                                         94-2878499
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

                               215 FOURIER AVENUE
                            FREMONT, CALIFORNIA 94539
               (Address of principal executive offices) (Zip Code)


                          CREDENCE SYSTEMS CORPORATION
                             1993 STOCK OPTION PLAN
                            (Full title of the plans)

                              DR. GRAHAM J. SIDDALL
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          CREDENCE SYSTEMS CORPORATION
                              215 FOURIER AVENUE
                            FREMONT, CALIFORNIA 94539
                     (Name and address of agent for service)
                                 (510) 657-7400
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

Title of Securities to be Registered   Amount to be      Offering Price         Aggregate Offering        Amount of Registration Fee
                                       Registered(1)     per Share(2)           Price(2)
====================================================================================================================================


<S>                                    <C>                <C>                   <C>                       <C>
1993 STOCK OPTION PLAN                 936,300 shares     $122.75               $114,930,825.00           $30,341.73
Common Stock, $0.001 par value
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Registrant's Common Stock which become issuable under the Credence Systems
     Corporation 1993 Stock Option Plan by reason of any stock dividend, stock
     split, recapitalization or other similar transaction effected without the
     Registrant's receipt of consideration which results in an increase in the
     number of the Registrant's outstanding shares of Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low selling prices per share of the Registrant's Common Stock on
     March 15, 2000 as reported by the Nasdaq National Market.
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  Credence Systems Corporation (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"SEC"):

                  (a)  The Registrant's Annual Report on Form 10-K for the
                       fiscal year ended October 31, 1999 filed with the SEC on
                       January 27, 2000, as amended on Form 10-K/A filed with
                       the SEC on January 31, 2000;

                  (b)  The Registrant's Current Reports on Form 8-K filed with
                       the SEC on December 15, 1999, January 31, 2000,
                       February 10, 2000, March 1, 2000 and March 14, 2000;

                  (c)  The Registrant's Quarterly Report for the fiscal quarter
                       ended January 31, 2000 on Form 10-Q filed with the SEC
                       on March 10, 2000;

                  (d)  The Registrant's Registration Statement No. 000-22366 on
                       Form 8-A filed with the SEC on June 19, 1998, in which
                       there is described the terms, rights and provisions
                       applicable to the Registrant's Preferred Stock Purchase
                       Rights, and;

                  (e)  The Registrant's Registration Statement No. 000-22366 on
                       Form 8-A filed with the SEC on September 10, 1993, as
                       amended on October 21, 1993, in which there is described
                       the terms, rights and provisions applicable to the
                       Registrant's outstanding Common Stock.

                  All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 (the "1934 Act") after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  DESCRIPTION OF CAPITAL STOCK

                  Inapplicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Inapplicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  The provisions of Registrant's Amended and Restated
Certificate of Incorporation limit the liability of Registrant's directors in
certain instances. As permitted by the Delaware General Corporation Law,
directors will not be liable to Registrant for monetary damages arising from a
breach of their fiduciary duty as directors in certain circumstances. Such
limitation does not affect liability for any breach of a director's duty to
Registrant or Registrant's stockholders (i) with respect to approval by the
director of any transaction from which he derives an improper personal benefit,
(ii) with respect to acts or omissions involving an absence of good faith, that
he believes to be contrary to Registrant's best interests or the best interest
of Registrant's stockholders, that involve



                                      II-1
<PAGE>


intentional misconduct or a knowing and culpable violation of law, that
constitute an unexcused pattern of inattention that amounts to an abdication of
his duty to Registrant or Registrant's stockholders, or that show a reckless
disregard for his duty to Registrant or Registrant's stockholders in
circumstances in which he was, or should have been, aware, in the ordinary
course of performing his duties, of a risk of serious injury to Registrant or
Registrant's stockholders, or (iii) based on transactions between Registrant and
Registrant's directors or another corporation with interrelated directors or on
improper distributions, loans, or guarantees under applicable sections of the
Delaware General Corporation Law. Such limitation of liability also does not
affect the availability of equitable remedies such as injunctive relief or
rescission, although in certain circumstances equitable relief may not be
available as a practical matter. The limitation may relieve the directors of
monetary liability to Registrant for grossly negligent conduct, including
conduct in situations involving attempted takeovers. No claim or litigation is
currently pending against Registrant's directors that would be affected by the
limitation of liability.

                  Registrant's Amended and Restated Certificate of Incorporation
and Bylaws provide that Registrant shall indemnify Registrant's directors and
may indemnify Registrant's officers to the fullest extent permitted by Delaware
law, including circumstances in which indemnification is otherwise discretionary
under Delaware law. Registrant has entered into separate indemnification
agreements with Registrant's directors and officers, which may require
Registrant, among other things, to indemnify them against certain liabilities
that may arise by reason of their status or service as directors or officers
(other than liabilities arising from willful misconduct of a culpable nature),
and to advance their expenses incurred as a result of any proceeding against
them as to which they could be indemnified. To the extent Registrant may be
required to make substantial payments under the indemnification agreements that
are not covered by insurance, Registrant's available cash and stockholder's
equity would be adversely affected. Reference is made to the form of
Underwriting Agreement filed as Exhibit 1.1 to Registration Statement No.
333-95469 for certain provisions regarding the indemnification of officers and
directors by the several Underwriters.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Inapplicable.

Item 8.  EXHIBITS

 EXHIBIT NUMBER       EXHIBIT
 --------------       -------

    4.0               Instruments Defining Rights of Stockholders.
                      Reference is made to Registrant's Registration
                      Statement No. 000-22366 on Form 8-A, and the exhibits
                      thereto, and Amendment No. 1 thereto, which are
                      incorporated herein by reference pursuant to Items
                      3(d) and 3(e) of this Registration Statement.
    5.1               Opinion of Brobeck, Phleger & Harrison LLP.
    23.1              Consent of Ernst & Young LLP, Independent Auditors.
    23.2              Consent of Brobeck, Phleger & Harrison LLP is
                      contained in Exhibit 5.1.
    24.0              Power of Attorney. Reference is made to page II-4 of
                      this Registration Statement.
    99.1              Credence Systems Corporation 1993 Stock Option Plan
                      (As Amended and Restated Through February 9, 2000).
    99.2*             Form of Notice of Grant.
    99.3*             Form of Stock Option Agreement.
    99.4*             Addendum to Stock Option Agreement (Special Tax
                      Elections).
    99.5*             Addendum to Stock Option Agreement (Limited Stock
                      Appreciation Rights).
    99.6*             Addendum to Stock Option Agreement (Change in
                      Control).
    99.7*             Addendum to Stock Option Agreement (Financial
                      Assistance).
    99.8**            Form of Notice of Grant of Stock Option
                      (Non-Employee Director).
    99.9**            Form of Stock Option Agreement (Non-Employee
                      Director).

                                      II-2
<PAGE>


    * Exhibits 99.2 through 99.7 are incorporated herein by reference to
Exhibits 99.2 through 99.7, respectively, of Registrant's Registration Statement
No. 33-71856 on Form S-8 which was filed with the SEC on November 17, 1993.

    ** Exhibits 99.8 and 99.9 are incorporated herein by reference to Exhibits
99.8 and 99.9, respectively, of Registrant's Registration Statement No. 33-3806
on Form S-8 which was filed with the SEC on April 22, 1996.

Item 9.  UNDERTAKINGS.

                    A. The undersigned Registrant hereby undertakes: (1) to
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement; (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the "1933 Act"), (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; PROVIDED, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into the registration statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold upon the termination of the 1993 Stock
Option Plan.

                    B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                    C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
above or otherwise, the Registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the 1933 Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.


                                      II-3
<PAGE>


                                   SIGNATURES

                      Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fremont, State of
California, on this 23rd day of February, 2000.

                                        CREDENCE SYSTEMS CORPORATION


                                        By  /s/ Dr. Graham J. Siddall
                                          --------------------------------------
                                          Dr. Graham J. Siddall
                                          President, Chief Executive Officer and
                                          Director


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

                  That the undersigned officers and directors of CREDENCE
SYSTEMS CORPORATION, a Delaware corporation, do hereby constitute and appoint
Dr. Graham J. Siddall and Dennis P. Wolf, and each of them, the lawful attorneys
and agents, with full power and authority to do any and all acts and things and
to execute any and all instruments which said attorney and agent determines may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms all that said
attorneys and agents, or any of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

SIGNATURES                                        TITLE                                                           DATE
----------                                        -----                                                           ----
<S>                                               <C>                                                             <C>
/s/ Dr. Graham J. Siddall                         President, Chief Executive Officer and                          February 23, 2000
-------------------------------                   Director (Principal Executive Officer)
Dr. Graham J. Siddall



/s/ Dennis P. Wolf                                Executive Vice President, Chief Financial                       March 20, 2000
-------------------------------                   Officer and Secretary
Dennis P. Wolf                                    (Principal Financial and Accounting Officer)
</TABLE>


                                      II-4
<PAGE>


<TABLE>
<CAPTION>

SIGNATURES                                        TITLE                                                           DATE
----------                                        -----                                                           ----
<S>                                               <C>                                                             <C>
/s/ David A. Ranhoff                              Executive Vice President and                                   February 28, 2000
-------------------------------                   Chief Operating Officer
David A. Ranhoff



/s/ William G. Howard, Jr.                        Chairman of the Board of Directors                              March 20, 2000
-------------------------------
William G. Howard, Jr.



/s/ Jos C. Henkens                                Director                                                        March 20, 2000
-------------------------------
Jos C. Henkens



/s/ Bernard V. Vonderschmitt                      Director                                                        March 20, 2000
-------------------------------
Bernard V. Vonderschmitt



/s/ Henk J. Evenhuis                              Director                                                        March 20, 2000
-------------------------------
Henk J. Evenhuis



/s/ Jon D. Tompkins                               Director                                                        March 20, 2000
-------------------------------
Jon D. Tompkins
</TABLE>


                                                                II-5
<PAGE>


                                  EXHIBIT INDEX

        EXHIBIT
        NUMBER      EXHIBIT
        ------      -------

          4.0       Instruments Defining Rights of Stockholders. Reference is
                    made to Registrant's Registration Statement No. 000-22366 on
                    Form 8-A, and the exhibits thereto, and Amendment No. 1
                    thereto, which are incorporated herein by reference pursuant
                    to Items 3(d) and 3(e) of this Registration Statement.
          5.1       Opinion of Brobeck, Phleger & Harrison LLP.
          23.1      Consent of Ernst & Young LLP, Independent Auditors.
          23.2      Consent of Brobeck, Phleger & Harrison LLP is contained in
                    Exhibit 5.1.
          24.0      Power of Attorney. Reference is made to page II-4 of this
                    Registration Statement.
          99.1      Credence Systems Corporation 1993 Stock Option Plan (As
                    Amended and Restated Through February 9, 2000).
          99.2*     Form of Notice of Grant.
          99.3*     Form of Stock Option Agreement.
          99.4*     Addendum to Stock Option Agreement (Special Tax Elections).
          99.5*     Addendum to Stock Option Agreement (Limited Stock
                    Appreciation Rights).
          99.6*     Addendum to Stock Option Agreement (Change in Control).
          99.7*     Addendum to Stock Option Agreement (Financial Assistance).
          99.8**    Form of Notice of Grant of Stock Option (Non-Employee
                    Director).
          99.9**    Form of Stock Option Agreement (Non-Employee Director).

          * Exhibits 99.2 through 99.7 are incorporated herein by reference to
Exhibits 99.2 through 99.7, respectively, of Registrant's Registration Statement
No. 33-71856 on Form S-8 which was filed with the SEC on November 17, 1993.

          ** Exhibits 99.8 and 99.9 are incorporated herein by reference to
Exhibits 99.8 and 99.9, respectively, of Registrant's Registration Statement No.
33-3806 on Form S-8 which was filed with the SEC on April 22, 1996.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22912}]
{"company-data": {"conformed-name": "CREDENCE SYSTEMS CORP", "cik": "0000893162", "assigned-sic": "3825", "irs-number": "942878499", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32834", "film-number": "573828"}, "business-address": {"street1": "215 FOURIER AVE", "city": "FREMONT", "state": "CA", "zip": "94539", "phone": "5106577400"}, "mail-address": {"street1": "215 FOURIER AVE", "city": "FREMONT", "state": "CA", "zip": "94539"}}
As filed with the Securities and Exchange Commission on March 20, 2000
                                              Registration No. 333-_____________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          CREDENCE SYSTEMS CORPORATION
               (Exact name of issuer as specified in its charter)

          DELAWARE                                         94-2878499
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

                               215 FOURIER AVENUE
                            FREMONT, CALIFORNIA 94539
               (Address of principal executive offices) (Zip Code)

                          CREDENCE SYSTEMS CORPORATION
                             1993 STOCK OPTION PLAN
                            (Full title of the plans)

                              DR. GRAHAM J. SIDDALL
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          CREDENCE SYSTEMS CORPORATION
                              215 FOURIER AVENUE
                            FREMONT, CALIFORNIA 94539
                     (Name and address of agent for service)
                                 (510) 657-7400
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered   Amount to be      Offering Price         Aggregate Offering        Amount of Registration Fee
                                       Registered(1)     per Share(2)           Price(2)
====================================================================================================================================
1993 STOCK OPTION PLAN                 936,300 shares     $122.75               $114,930,825.00           $30,341.73
Common Stock, $0.001 par value
------------------------------------------------------------------------------------------------------------------------------------
(1)  This Registration Statement shall also cover any additional shares of
     Registrant's Common Stock which become issuable under the Credence Systems
     Corporation 1993 Stock Option Plan by reason of any stock dividend, stock
     split, recapitalization or other similar transaction effected without the
     Registrant's receipt of consideration which results in an increase in the
     number of the Registrant's outstanding shares of Common Stock.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low selling prices per share of the Registrant's Common Stock on
     March 15, 2000 as reported by the Nasdaq National Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  Credence Systems Corporation (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"SEC"):

                  (a)  The Registrant's Annual Report on Form 10-K for the
                       fiscal year ended October 31, 1999 filed with the SEC on
                       January 27, 2000, as amended on Form 10-K/A filed with
                       the SEC on January 31, 2000;

                  (b)  The Registrant's Current Reports on Form 8-K filed with
                       the SEC on December 15, 1999, January 31, 2000,
                       February 10, 2000, March 1, 2000 and March 14, 2000;

                  (c)  The Registrant's Quarterly Report for the fiscal quarter
                       ended January 31, 2000 on Form 10-Q filed with the SEC
                       on March 10, 2000;

                  (d)  The Registrant's Registration Statement No. 000-22366 on
                       Form 8-A filed with the SEC on June 19, 1998, in which
                       there is described the terms, rights and provisions
                       applicable to the Registrant's Preferred Stock Purchase
                       Rights, and;

                  (e)  The Registrant's Registration Statement No. 000-22366 on
                       Form 8-A filed with the SEC on September 10, 1993, as
                       amended on October 21, 1993, in which there is described
                       the terms, rights and provisions applicable to the
                       Registrant's outstanding Common Stock.

                  All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 (the "1934 Act") after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  DESCRIPTION OF CAPITAL STOCK

                  Inapplicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

                  Inapplicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  The provisions of Registrant's Amended and Restated
Certificate of Incorporation limit the liability of Registrant's directors in
certain instances. As permitted by the Delaware General Corporation Law,
directors will not be liable to Registrant for monetary damages arising from a
breach of their fiduciary duty as directors in certain circumstances. Such
limitation does not affect liability for any breach of a director's duty to
Registrant or Registrant's stockholders (i) with respect to approval by the
director of any transaction from which he derives an improper personal benefit,
(ii) with respect to acts or omissions involving an absence of good faith, that
he believes to be contrary to Registrant's best interests or the best interest
of Registrant's stockholders, that involve

                                      II-1
intentional misconduct or a knowing and culpable violation of law, that
constitute an unexcused pattern of inattention that amounts to an abdication of
his duty to Registrant or Registrant's stockholders, or that show a reckless
disregard for his duty to Registrant or Registrant's stockholders in
circumstances in which he was, or should have been, aware, in the ordinary
course of performing his duties, of a risk of serious injury to Registrant or
Registrant's stockholders, or (iii) based on transactions between Registrant and
Registrant's directors or another corporation with interrelated directors or on
improper distributions, loans, or guarantees under applicable sections of the
Delaware General Corporation Law. Such limitation of liability also does not
affect the availability of equitable remedies such as injunctive relief or
rescission, although in certain circumstances equitable relief may not be
available as a practical matter. The limitation may relieve the directors of
monetary liability to Registrant for grossly negligent conduct, including
conduct in situations involving attempted takeovers. No claim or litigation is
currently pending against Registrant's directors that would be affected by the
limitation of liability.

                  Registrant's Amended and Restated Certificate of Incorporation
and Bylaws provide that Registrant shall indemnify Registrant's directors and
may indemnify Registrant's officers to the fullest extent permitted by Delaware
law, including circumstances in which indemnification is otherwise discretionary
under Delaware law. Registrant has entered into separate indemnification
agreements with Registrant's directors and officers, which may require
Registrant, among other things, to indemnify them against certain liabilities
that may arise by reason of their status or service as directors or officers
(other than liabilities arising from willful misconduct of a culpable nature),
and to advance their expenses incurred as a result of any proceeding against
them as to which they could be indemnified. To the extent Registrant may be
required to make substantial payments under the indemnification agreements that
are not covered by insurance, Registrant's available cash and stockholder's
equity would be adversely affected. Reference is made to the form of
Underwriting Agreement filed as Exhibit 1.1 to Registration Statement No.
333-95469 for certain provisions regarding the indemnification of officers and
directors by the several Underwriters.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

                  Inapplicable.

Item 8.  EXHIBITS

 EXHIBIT NUMBER       EXHIBIT
 --------------       -------

    4.0               Instruments Defining Rights of Stockholders.
                      Reference is made to Registrant's Registration
                      Statement No. 000-22366 on Form 8-A, and the exhibits
                      thereto, and Amendment No. 1 thereto, which are
                      incorporated herein by reference pursuant to Items
                      3(d) and 3(e) of this Registration Statement.
    5.1               Opinion of Brobeck, Phleger & Harrison LLP.
    23.1              Consent of Ernst & Young LLP, Independent Auditors.
    23.2              Consent of Brobeck, Phleger & Harrison LLP is
                      contained in Exhibit 5.1.
    24.0              Power of Attorney. Reference is made to page II-4 of
                      this Registration Statement.
    99.1              Credence Systems Corporation 1993 Stock Option Plan
                      (As Amended and Restated Through February 9, 2000).
    99.2*             Form of Notice of Grant.
    99.3*             Form of Stock Option Agreement.
    99.4*             Addendum to Stock Option Agreement (Special Tax
                      Elections).
    99.5*             Addendum to Stock Option Agreement (Limited Stock
                      Appreciation Rights).
    99.6*             Addendum to Stock Option Agreement (Change in
                      Control).
    99.7*             Addendum to Stock Option Agreement (Financial
                      Assistance).
    99.8**            Form of Notice of Grant of Stock Option
                      (Non-Employee Director).
    99.9**            Form of Stock Option Agreement (Non-Employee
                      Director).

                                      II-2
* Exhibits 99.2 through 99.7 are incorporated herein by reference to
Exhibits 99.2 through 99.7, respectively, of Registrant's Registration Statement
No. 33-71856 on Form S-8 which was filed with the SEC on November 17, 1993.

    ** Exhibits 99.8 and 99.9 are incorporated herein by reference to Exhibits
99.8 and 99.9, respectively, of Registrant's Registration Statement No. 33-3806
on Form S-8 which was filed with the SEC on April 22, 1996.

Item 9.  UNDERTAKINGS.

                    A. The undersigned Registrant hereby undertakes: (1) to
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement; (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
amended (the "1933 Act"), (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; PROVIDED, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into the registration statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold upon the termination of the 1993 Stock
Option Plan.

                    B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

                    C. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
above or otherwise, the Registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the 1933 Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

                      Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fremont, State of
California, on this 23rd day of February, 2000.

                                        CREDENCE SYSTEMS CORPORATION

                                        By  /s/ Dr. Graham J. Siddall
                                          --------------------------------------
                                          Dr. Graham J. Siddall
                                          President, Chief Executive Officer and
                                          Director

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

                  That the undersigned officers and directors of CREDENCE
SYSTEMS CORPORATION, a Delaware corporation, do hereby constitute and appoint
Dr. Graham J. Siddall and Dennis P. Wolf, and each of them, the lawful attorneys
and agents, with full power and authority to do any and all acts and things and
to execute any and all instruments which said attorney and agent determines may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms all that said
attorneys and agents, or any of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURES                                        TITLE                                                           DATE
----------                                        -----                                                           ----
/s/ Dr. Graham J. Siddall                         President, Chief Executive Officer and                          February 23, 2000
-------------------------------                   Director (Principal Executive Officer)
Dr. Graham J. Siddall

/s/ Dennis P. Wolf                                Executive Vice President, Chief Financial                       March 20, 2000
-------------------------------                   Officer and Secretary
Dennis P. Wolf                                    (Principal Financial and Accounting Officer)
II-4
SIGNATURES                                        TITLE                                                           DATE
----------                                        -----                                                           ----
/s/ David A. Ranhoff                              Executive Vice President and                                   February 28, 2000
-------------------------------                   Chief Operating Officer
David A. Ranhoff

/s/ William G. Howard, Jr.                        Chairman of the Board of Directors                              March 20, 2000
-------------------------------
William G. Howard, Jr.

/s/ Jos C. Henkens                                Director                                                        March 20, 2000
-------------------------------
Jos C. Henkens

/s/ Bernard V. Vonderschmitt                      Director                                                        March 20, 2000
-------------------------------
Bernard V. Vonderschmitt

/s/ Henk J. Evenhuis                              Director                                                        March 20, 2000
-------------------------------
Henk J. Evenhuis

/s/ Jon D. Tompkins                               Director                                                        March 20, 2000
-------------------------------
Jon D. Tompkins
II-5
EXHIBIT INDEX

        EXHIBIT
        NUMBER      EXHIBIT
        ------      -------

          4.0       Instruments Defining Rights of Stockholders. Reference is
                    made to Registrant's Registration Statement No. 000-22366 on
                    Form 8-A, and the exhibits thereto, and Amendment No. 1
                    thereto, which are incorporated herein by reference pursuant
                    to Items 3(d) and 3(e) of this Registration Statement.
          5.1       Opinion of Brobeck, Phleger & Harrison LLP.
          23.1      Consent of Ernst & Young LLP, Independent Auditors.
          23.2      Consent of Brobeck, Phleger & Harrison LLP is contained in
                    Exhibit 5.1.
          24.0      Power of Attorney. Reference is made to page II-4 of this
                    Registration Statement.
          99.1      Credence Systems Corporation 1993 Stock Option Plan (As
                    Amended and Restated Through February 9, 2000).
          99.2*     Form of Notice of Grant.
          99.3*     Form of Stock Option Agreement.
          99.4*     Addendum to Stock Option Agreement (Special Tax Elections).
          99.5*     Addendum to Stock Option Agreement (Limited Stock
                    Appreciation Rights).
          99.6*     Addendum to Stock Option Agreement (Change in Control).
          99.7*     Addendum to Stock Option Agreement (Financial Assistance).
          99.8**    Form of Notice of Grant of Stock Option (Non-Employee
                    Director).
          99.9**    Form of Stock Option Agreement (Non-Employee Director).

          * Exhibits 99.2 through 99.7 are incorporated herein by reference to
Exhibits 99.2 through 99.7, respectively, of Registrant's Registration Statement
No. 33-71856 on Form S-8 which was filed with the SEC on November 17, 1993.

          ** Exhibits 99.8 and 99.9 are incorporated herein by reference to
Exhibits 99.8 and 99.9, respectively, of Registrant's Registration Statement No.
33-3806 on Form S-8 which was filed with the SEC on April 22, 1996.