As filed with the Securities and Exchange Commission on November 20, 1996
                                                   Registration No. 333-________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

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

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


                    ELECTRO SCIENTIFIC INDUSTRIES, INC.
           (Exact name of registrant as specified in its charter)

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

             OREGON                                             93-0370304
  (State or other jurisdiction                                (IRS Employer
of incorporation or organization)                          Identification No.)

 13900 N.W. SCIENCE PARK DRIVE
       PORTLAND,  OREGON                                          97229
     (Address of Principal                                      (Zip Code)
      Executive Offices)

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

   ELECTRO SCIENTIFIC INDUSTRIES, INC. 1990 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of plan)

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

                              BARRY L. HARMON
             SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                    ELECTRO SCIENTIFIC INDUSTRIES, INC.
                       13900 N.W. SCIENCE PARK DRIVE
                           PORTLAND, OREGON 97229
                  (Name and address of agent for service)

 Telephone number, including area code, of agent for service: (503) 641-4141

                                  Copy to:
                             STUART W. CHESTLER
                              STOEL RIVES LLP
                      900 SW FIFTH AVENUE, SUITE 2300
                        PORTLAND, OREGON 97204-1268
<PAGE>
<TABLE>
<CAPTION>
                      CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------
                                          Proposed          Proposed
                                          Maximum           Maximum           Amount
                        Amount            Offering          Aggregate         of Regis-
Title of Securities     to Be             Price Per         Offering          tration
to Be Registered        Registered        Share             Price             Fee
-------------------     ----------        ---------         ---------         ---------
<S>                     <C>               <C>               <C>               <C>    
Common Stock            150,000 Shares    $20.00            $3,000,000        $909.09
---------------------------------------------------------------------------------------
<FN>
(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) under the Securities Act of 1933. The
      calculation of the registration fee is based on $20.00, which was the
      average of the high and low prices of the Common Stock on November
      13, 1996 as reported in The Wall Street Journal for NASDAQ National
      Market Issues.
</FN>
</TABLE>
<PAGE>
                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference.
         ---------------------------------------

         The following documents filed by Electro Scientific Industries,
Inc. (the "Company") with the Securities and Exchange Commission are
incorporated herein by reference:

         (a) The Company's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
     prospectus filed pursuant to rule 424(b) under the Securities Act of
     1933 that contains audited financial statements for the Company's
     latest fiscal year for which such statements have been filed.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of
     the Securities Exchange Act of 1934 since the end of the fiscal year
     covered by the annual report or prospectus referred to in (a) above.

         (c) The description of the authorized capital stock of the Company
     con tained in the Company's registration statement filed under Section
     12 of the Securities Exchange Act of 1934, including any amendment or
     report filed for the purpose of updating the description.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and documents.

Item 4.  Description of Securities.
         --------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

         Not Applicable.


                                    II-1
<PAGE>
Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

         Article VII of the Company's Third Restated Articles of
Incorporation indemnifies directors and officers to the fullest extent
permitted by law. The effects of Article VII may be summarized as follows:

         (a) The Article grants a right of indemnification in respect of
     any action, suit or proceeding (other than an action by or in the
     right of the Company) against expenses (including attorneys' fees),
     judgments, fines and amounts paid in settlement actually and
     reasonably incurred, provided the person concerned acted in good faith
     and in a manner the person reasonably believed to be in or not opposed
     to the best interests of the Company and, with respect to any criminal
     action or proceeding, had no reasonable cause to believe his conduct
     was unlawful. The termination of an action, suit or proceeding by
     judgment, order, settlement, conviction or plea of nolo contendere
     does not, of itself, create a presumption that the person did not act
     in good faith and in a manner which he reasonably believed to be in or
     not opposed to the best interests of the Company, and had reasonable
     cause to believe his conduct was unlawful.

         (b) The Article grants a right of indemnification in respect of
     any action or suit by or in the right of the Company against the
     expenses (including attorneys' fees) actually and reasonably incurred
     if the person concerned acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best interests of
     the Company, except that no right of indemnification will be granted
     regarding any claim, issue or matter as to which such person is
     adjudged to be liable for negligence or misconduct unless permitted by
     a court.

         (c) Every person who has been wholly successful on the merits of a
     controversy described in (a) or (b) above is entitled to
     indemnification as a matter of right. Persons who have not been wholly
     successful on the merits are not necessarily precluded from being
     reimbursed by the Company for their expenses so long as (i) the Board
     of Directors, by a majority vote of a quorum consisting of directors
     who were not parties to the action, suit or proceeding, determines
     that their conduct has met the standards required for indemnification
     set out in the Oregon statutes; (ii) independent legal counsel renders
     written advice that in their opinion such person has met the standards
     for indemnification; (iii) the stockholders determine that the person
     has met the standards for indemnification; or (iv) the court in which
     the action, suit or proceeding was pending determines that
     indemnification is proper.

         (d) The Company may pay expenses incurred in defending an action,
     suit or proceeding in advance of the final disposition thereof upon
     receipt of a satisfactory undertaking to repay in the event
     indemnification is not authorized.


                                    II-2
<PAGE>
         (e) The above paragraphs summarize the indemnification expressly
     authorized by the Oregon Business Corporation Act (the "Act"). Article
     VII provides for indemnification to the fullest extent permitted by
     law, which is intended to provide indemnification broader than that
     expressly authorized by the Act. It is unclear to what extent Oregon
     law permits such broader indemnification. The limits of lawful
     indemnification may ultimately be determined by the courts.

         The rights of indemnification described above are not exclusive of
any other rights of indemnification to which the persons indemnified may be
entitled under any statute, agreement, vote of shareholders or directors or
otherwise.

         The Company has directors' and officers' insurance coverage which
insures directors and officers of the Company and its subsidiaries against
certain liabilities.

         The Company has also entered into indemnity agreements with
certain directors and officers. While the indemnity agreements in large
part incorporate the indemnification provisions of the Act as described
above, they vary from the statute in several respects. In addition to the
indemnification expressly permitted under the statute, the agreements
provide for indemnification for settlements in derivative lawsuits and
expand coverage in proceedings involving a breach of fiduciary duty to
include judgments. The contracts also require the Company to pay expenses
incurred by an indemnitee in advance of final disposition of a suit or
proceeding upon request of the indemnitee, without regard to the
indemnitee's ability to repay the sum advanced and without prior approval
of the directors, stockholders or court, or the receipt of an opinion of
counsel. A claimant would thus be entitled to receive advanced expenses
unless action were taken to prevent such payment. The agreements also
generally shift the presumption in favor of indemnification of the
indemnitee. Partial indemnification is also expressly authorized by the
agreements.

Item 7.  Exemption From Registration Claimed.
         ------------------------------------

         Not Applicable.

Item 8.  Exhibits.
         ---------

         4.1   Third Restated Articles of Incorporation of the Company
               (incorporated by reference to Exhibit 3-A to the Company's
               Annual Report on Form 10-K for the year ended May 31, 1991,
               File No. 0-12853).

         4.2   Bylaws of the Company (incorporated by reference to Exhibit
               3-B to the Company's Annual Report on Form 10-K for the year
               ended May 31, 1994, File No. 0-12853).

         5.1   Opinion of Stoel Rives LLP.


                                    II-3
<PAGE>
         23.1  Consent of Arthur Anderson LLP.

         23.2  Consent of Stoel Rives LLP (included in Exhibit 5.1).

         24.1  Powers of Attorney.

Item 9.  Undertakings.
         -------------

The undersigned registrant hereby undertakes:

         (a)(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;

              (ii) To reflect in the prospectus any facts or events arising
     after the effective date of the 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 the registration statement;

              (iii) To include any material information with respect to the
     plan of distribution not previously disclosed in the registration
     statement or any material change to such information in the
     registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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 Sec tion 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in
     the registration statement.

         (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, 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.

         (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold
     at the termination of the offering.

         (b) The Company hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each
     filing of the registrant's annual report pursuant to Section 13(a) or
     Section 15(d) of the Securities Exchange Act of 1934 that is
     incorporated by reference in the registration statement shall be
     deemed to be a new


                                    II-4
<PAGE>
     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
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrant pursuant to the foregoing
     provisions, or otherwise, the Company has been advised that in the
     opinion of the Securities and Exchange Commission such indemnification
     is against public policy as expressed in the 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 Act and will be
     governed by the final adjudication of such issue.


                                    II-5
<PAGE>
                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Portland, State of Oregon on
October 28, 1996.

                             ELECTRO SCIENTIFIC INDUSTRIES, INC.


                             By  BARRY L. HARMON
                                 -----------------------------------------
                                 Barry L. Harmon
                                 Senior Vice President and Chief Financial
                                 Officer


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on October 28, 1996.

            Signature                                 Title
            ---------                                 -----

* DONALD R. VANLUVANEE            President, Chief Executive Officer
-----------------------------     and Director
  Donald R. VanLuvanee            (Principal Executive Officer)


  BARRY L. HARMON                 Senior Vice President and Chief
-----------------------------     Financial Officer
  Barry L. Harmon                 (Principal Financial and Accounting Officer)


* DAVID F. BOLENDER               Director
-----------------------------
  David F. Bolender


* DOUGLAS C. STRAIN               Director
-----------------------------
  Douglas C. Strain


* LARRY L. HANSEN                 Director
-----------------------------
  Larry L. Hansen


* W. ARTHUR PORTER                Director
-----------------------------
  W. Arthur Porter


* VERNON B. RYLES, JR.            Director
-----------------------------
  Vernon B. Ryles, Jr.


* KEITH L. THOMSON                Director
-----------------------------
  Keith L. Thomson


* By  BARRY L. HARMON
     ----------------------------------
      Barry L. Harmon, Attorney-in-Fact


                                    II-6
<PAGE>
                                EXHIBIT INDEX


Exhibit
Number      Document Description
-------     --------------------

4.1         Third Restated Articles of Incorporation of the Company
            (incorporated by reference to Exhibit 3-A to the Company's
            Annual Report on Form 10-K for the year ended May 31, 1991,
            File No. 0-12853).

4.2         Bylaws of the Company (incorporated by reference
            to Exhibit 3-B to the Company's Annual Report
            on Form 10-K for the year ended May 31, 1994,
            File No. 0-12853).

5.1         Opinion of Stoel Rives LLP.

23.1        Consent of Arthur Anderson LLP.

23.2        Consent of Stoel Rives LLP (included in Exhibit 5.1).

24.1        Powers of Attorney.


                                    II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8, 1990 EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 18231}]
{"company-data": {"conformed-name": "ELECTRO SCIENTIFIC INDUSTRIES INC", "cik": "0000726514", "assigned-sic": "3690", "irs-number": "930370304", "state-of-incorporation": "OR", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16487", "film-number": "96669940"}, "business-address": {"street1": "13900 NW SCIENCE PARK DR", "city": "PORTLAND", "state": "OR", "zip": "97229", "phone": "5036414141"}, "mail-address": {"street1": "13900 NW SCIENCE PARK DRIVE", "city": "PORTLAND", "state": "OR", "zip": "97229-5497"}}
As filed with the Securities and Exchange Commission on November 20, 1996
                                                   Registration No. 333-________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

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

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

                    ELECTRO SCIENTIFIC INDUSTRIES, INC.
           (Exact name of registrant as specified in its charter)

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

             OREGON                                             93-0370304
  (State or other jurisdiction                                (IRS Employer
of incorporation or organization)                          Identification No.)

 13900 N.W. SCIENCE PARK DRIVE
       PORTLAND,  OREGON                                          97229
     (Address of Principal                                      (Zip Code)
      Executive Offices)

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

   ELECTRO SCIENTIFIC INDUSTRIES, INC. 1990 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of plan)

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

                              BARRY L. HARMON
             SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                    ELECTRO SCIENTIFIC INDUSTRIES, INC.
                       13900 N.W. SCIENCE PARK DRIVE
                           PORTLAND, OREGON 97229
                  (Name and address of agent for service)

 Telephone number, including area code, of agent for service: (503) 641-4141

                                  Copy to:
                             STUART W. CHESTLER
                              STOEL RIVES LLP
                      900 SW FIFTH AVENUE, SUITE 2300
                        PORTLAND, OREGON 97204-1268
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------
                                          Proposed          Proposed
                                          Maximum           Maximum           Amount
                        Amount            Offering          Aggregate         of Regis-
Title of Securities     to Be             Price Per         Offering          tration
to Be Registered        Registered        Share             Price             Fee
-------------------     ----------        ---------         ---------         ---------
Common Stock            150,000 Shares    $20.00            $3,000,000        $909.09
---------------------------------------------------------------------------------------
(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) under the Securities Act of 1933. The
      calculation of the registration fee is based on $20.00, which was the
      average of the high and low prices of the Common Stock on November
      13, 1996 as reported in The Wall Street Journal for NASDAQ National
      Market Issues.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference.
         ---------------------------------------

         The following documents filed by Electro Scientific Industries,
Inc. (the "Company") with the Securities and Exchange Commission are
incorporated herein by reference:

         (a) The Company's latest annual report filed pursuant to Section
     13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
     prospectus filed pursuant to rule 424(b) under the Securities Act of
     1933 that contains audited financial statements for the Company's
     latest fiscal year for which such statements have been filed.

         (b) All other reports filed pursuant to Section 13(a) or 15(d) of
     the Securities Exchange Act of 1934 since the end of the fiscal year
     covered by the annual report or prospectus referred to in (a) above.

         (c) The description of the authorized capital stock of the Company
     con tained in the Company's registration statement filed under Section
     12 of the Securities Exchange Act of 1934, including any amendment or
     report filed for the purpose of updating the description.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and documents.

Item 4.  Description of Securities.
         --------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         ---------------------------------------

         Not Applicable.

                                    II-1
Item 6.  Indemnification of Directors and Officers.
         ------------------------------------------

         Article VII of the Company's Third Restated Articles of
Incorporation indemnifies directors and officers to the fullest extent
permitted by law. The effects of Article VII may be summarized as follows:

         (a) The Article grants a right of indemnification in respect of
     any action, suit or proceeding (other than an action by or in the
     right of the Company) against expenses (including attorneys' fees),
     judgments, fines and amounts paid in settlement actually and
     reasonably incurred, provided the person concerned acted in good faith
     and in a manner the person reasonably believed to be in or not opposed
     to the best interests of the Company and, with respect to any criminal
     action or proceeding, had no reasonable cause to believe his conduct
     was unlawful. The termination of an action, suit or proceeding by
     judgment, order, settlement, conviction or plea of nolo contendere
     does not, of itself, create a presumption that the person did not act
     in good faith and in a manner which he reasonably believed to be in or
     not opposed to the best interests of the Company, and had reasonable
     cause to believe his conduct was unlawful.

         (b) The Article grants a right of indemnification in respect of
     any action or suit by or in the right of the Company against the
     expenses (including attorneys' fees) actually and reasonably incurred
     if the person concerned acted in good faith and in a manner he
     reasonably believed to be in or not opposed to the best interests of
     the Company, except that no right of indemnification will be granted
     regarding any claim, issue or matter as to which such person is
     adjudged to be liable for negligence or misconduct unless permitted by
     a court.

         (c) Every person who has been wholly successful on the merits of a
     controversy described in (a) or (b) above is entitled to
     indemnification as a matter of right. Persons who have not been wholly
     successful on the merits are not necessarily precluded from being
     reimbursed by the Company for their expenses so long as (i) the Board
     of Directors, by a majority vote of a quorum consisting of directors
     who were not parties to the action, suit or proceeding, determines
     that their conduct has met the standards required for indemnification
     set out in the Oregon statutes; (ii) independent legal counsel renders
     written advice that in their opinion such person has met the standards
     for indemnification; (iii) the stockholders determine that the person
     has met the standards for indemnification; or (iv) the court in which
     the action, suit or proceeding was pending determines that
     indemnification is proper.

         (d) The Company may pay expenses incurred in defending an action,
     suit or proceeding in advance of the final disposition thereof upon
     receipt of a satisfactory undertaking to repay in the event
     indemnification is not authorized.

                                    II-2
(e) The above paragraphs summarize the indemnification expressly
     authorized by the Oregon Business Corporation Act (the "Act"). Article
     VII provides for indemnification to the fullest extent permitted by
     law, which is intended to provide indemnification broader than that
     expressly authorized by the Act. It is unclear to what extent Oregon
     law permits such broader indemnification. The limits of lawful
     indemnification may ultimately be determined by the courts.

         The rights of indemnification described above are not exclusive of
any other rights of indemnification to which the persons indemnified may be
entitled under any statute, agreement, vote of shareholders or directors or
otherwise.

         The Company has directors' and officers' insurance coverage which
insures directors and officers of the Company and its subsidiaries against
certain liabilities.

         The Company has also entered into indemnity agreements with
certain directors and officers. While the indemnity agreements in large
part incorporate the indemnification provisions of the Act as described
above, they vary from the statute in several respects. In addition to the
indemnification expressly permitted under the statute, the agreements
provide for indemnification for settlements in derivative lawsuits and
expand coverage in proceedings involving a breach of fiduciary duty to
include judgments. The contracts also require the Company to pay expenses
incurred by an indemnitee in advance of final disposition of a suit or
proceeding upon request of the indemnitee, without regard to the
indemnitee's ability to repay the sum advanced and without prior approval
of the directors, stockholders or court, or the receipt of an opinion of
counsel. A claimant would thus be entitled to receive advanced expenses
unless action were taken to prevent such payment. The agreements also
generally shift the presumption in favor of indemnification of the
indemnitee. Partial indemnification is also expressly authorized by the
agreements.

Item 7.  Exemption From Registration Claimed.
         ------------------------------------

         Not Applicable.

Item 8.  Exhibits.
         ---------

         4.1   Third Restated Articles of Incorporation of the Company
               (incorporated by reference to Exhibit 3-A to the Company's
               Annual Report on Form 10-K for the year ended May 31, 1991,
               File No. 0-12853).

         4.2   Bylaws of the Company (incorporated by reference to Exhibit
               3-B to the Company's Annual Report on Form 10-K for the year
               ended May 31, 1994, File No. 0-12853).

         5.1   Opinion of Stoel Rives LLP.

                                    II-3
23.1  Consent of Arthur Anderson LLP.

         23.2  Consent of Stoel Rives LLP (included in Exhibit 5.1).

         24.1  Powers of Attorney.

Item 9.  Undertakings.
         -------------

The undersigned registrant hereby undertakes:

         (a)(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;

              (ii) To reflect in the prospectus any facts or events arising
     after the effective date of the 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 the registration statement;

              (iii) To include any material information with respect to the
     plan of distribution not previously disclosed in the registration
     statement or any material change to such information in the
     registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do 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 Sec tion 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in
     the registration statement.

         (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, 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.

         (3) To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold
     at the termination of the offering.

         (b) The Company hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each
     filing of the registrant's annual report pursuant to Section 13(a) or
     Section 15(d) of the Securities Exchange Act of 1934 that is
     incorporated by reference in the registration statement shall be
     deemed to be a new

                                    II-4
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
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrant pursuant to the foregoing
     provisions, or otherwise, the Company has been advised that in the
     opinion of the Securities and Exchange Commission such indemnification
     is against public policy as expressed in the 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 Act and will be
     governed by the final adjudication of such issue.

                                    II-5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Portland, State of Oregon on
October 28, 1996.

                             ELECTRO SCIENTIFIC INDUSTRIES, INC.

                             By  BARRY L. HARMON
                                 -----------------------------------------
                                 Barry L. Harmon
                                 Senior Vice President and Chief Financial
                                 Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on October 28, 1996.

            Signature                                 Title
            ---------                                 -----

* DONALD R. VANLUVANEE            President, Chief Executive Officer
-----------------------------     and Director
  Donald R. VanLuvanee            (Principal Executive Officer)

  BARRY L. HARMON                 Senior Vice President and Chief
-----------------------------     Financial Officer
  Barry L. Harmon                 (Principal Financial and Accounting Officer)

* DAVID F. BOLENDER               Director
-----------------------------
  David F. Bolender

* DOUGLAS C. STRAIN               Director
-----------------------------
  Douglas C. Strain

* LARRY L. HANSEN                 Director
-----------------------------
  Larry L. Hansen

* W. ARTHUR PORTER                Director
-----------------------------
  W. Arthur Porter

* VERNON B. RYLES, JR.            Director
-----------------------------
  Vernon B. Ryles, Jr.

* KEITH L. THOMSON                Director
-----------------------------
  Keith L. Thomson

* By  BARRY L. HARMON
     ----------------------------------
      Barry L. Harmon, Attorney-in-Fact

                                    II-6
EXHIBIT INDEX

Exhibit
Number      Document Description
-------     --------------------

4.1         Third Restated Articles of Incorporation of the Company
            (incorporated by reference to Exhibit 3-A to the Company's
            Annual Report on Form 10-K for the year ended May 31, 1991,
            File No. 0-12853).

4.2         Bylaws of the Company (incorporated by reference
            to Exhibit 3-B to the Company's Annual Report
            on Form 10-K for the year ended May 31, 1994,
            File No. 0-12853).

5.1         Opinion of Stoel Rives LLP.

23.1        Consent of Arthur Anderson LLP.

23.2        Consent of Stoel Rives LLP (included in Exhibit 5.1).

24.1        Powers of Attorney.

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