As filed with the Securities and Exchange Commission on October 26, 1995
                                        Registration No. 33-_______________


                     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 charter)
                              _______________


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

     13900 NW Science Park Drive 
          Portland, Oregon                               97229 
        (Address of Principal                         (Zip Code) 
          Executive Offices) 
                              _______________

                    Electro Scientific Industries, Inc.
                           1989 Stock Option Plan
                              _______________

                            Donald R. VanLuvanee
                   President and Chief Executive Officer
                    Electro Scientific Industries, Inc.
                        13900 NW Science Park Drive
                             Portland, OR 97229
                  (Name and address of agent for service)

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

                                  Copy to:

                              Henry H. Hewitt
                                Stoel Rives
                            900 SW Fifth Avenue
                        Portland, Oregon 97204-1268
<PAGE>2 
                      CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------- 
                                            Proposed    Proposed     Amount 
                                            Maximum     Maximum      of 
                           Amount           Offering    Aggregate    Regis- 
Title of Securities        to Be            Price Per   Offering     tration 
to Be Registered           Registered       Share(1)    Price(1)     Fee 
- ---------------------------------------------------------------------------- 
Common Stock, without 
 par value                 300,000 Shares   $31.50      $9,450,000   $3,259 
- ---------------------------------------------------------------------------- 

(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 $31.50, which was the 
      average of the high and low prices of the Common Stock on October 23, 
      1995 as reported in The Wall Street Journal for NASDAQ National Market 
      Issues. 
<PAGE>II-1 
                                   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 contained 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 Names Experts and Counsel. 
            -------------------------------------- 

            Not Applicable. 

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

            Article VII of the Company's Third Restated Articles 
of Incorporation indemnifies directors and officers to the 
<PAGE>II-2 
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. 
<PAGE>II-3 
            (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. 

            (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 8.     Exhibits. 
            -------- 

       4A.        Third Restated Articles of Incorporation of the 
                  Company.  Incorporated by reference to Exhibit 
<PAGE>II-4 
                  3-A to Company's Annual Report on Form 10-K for 
                  the year ended May 31, 1991, File No. 0-12853. 

       4B.        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.        Opinion of Counsel. 

       23.        Consent of Independent Accountants. 

       24.        Powers of Attorney. 

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; 

                 (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, represents 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 section 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 new 
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. 
<PAGE>II-5 
            (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 undersigned registrant 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 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 registrant 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. 

                                 SIGNATURES

      Pursuant to the requirements of the Securities Act of 
1933, 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 Portland, State of Oregon, on 
October 25, 1995. 

                              ELECTRO SCIENTIFIC INDUSTRIES, INC. 


                              By DONALD R. VANLUVANEE 
                                 --------------------------------- 
                                 Donald R. VanLuvanee 
                                 President and Chief Executive Officer 
<PAGE>II-6 
            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 this 25th day of 
October, 1995. 

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

(1)   Principal Executive Officer: 

     Donald R. VanLuvanee                       President and Chief 
      ------------------------------            Executive Officer 
      Donald R. VanLuvanee 


(2)   Principal Financial and 
      Accounting Officer: 

    *BARRY L. HARMON                            Senior Vice President, 
      ------------------------------            Finance and Chief 
      Barry L. Harmon                           Financial   Officer 


(3)   Directors: 

    *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                            Director 
      ------------------------------ 
      Vernon B. Ryles 


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


    *By DONALD R. VANLUVANEE 
         -------------------------------------- 
         Donald R. VanLuvanee, Attorney-in-Fact 
<PAGE> 
                                 EXHIBIT INDEX 

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

  4A              Third Restated Articles of 
                  Incorporation of the Company. 
                  Incorporated by reference to  
                  Exhibit 3-A to Company's Annual  
                  Report on Form 10-K for the  
                  year ended May 31, 1991,  
                  File No. 0-12853. 

  4B              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              Opinion of Counsel. 

  23              Consent of Arthur Andersen LLP. 

  24              Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8, 1989 STOCK OPTION PLAN", "secsgml_size_bytes": 18308}]
{"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": "033-63705", "film-number": "95584399"}, "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 October 26, 1995
                                        Registration No. 33-_______________

                     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 charter)
                              _______________

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

     13900 NW Science Park Drive 
          Portland, Oregon                               97229 
        (Address of Principal                         (Zip Code) 
          Executive Offices) 
                              _______________

                    Electro Scientific Industries, Inc.
                           1989 Stock Option Plan
                              _______________

                            Donald R. VanLuvanee
                   President and Chief Executive Officer
                    Electro Scientific Industries, Inc.
                        13900 NW Science Park Drive
                             Portland, OR 97229
                  (Name and address of agent for service)

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

                                  Copy to:

                              Henry H. Hewitt
                                Stoel Rives
                            900 SW Fifth Avenue
                        Portland, Oregon 97204-1268
2 
                      CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------- 
                                            Proposed    Proposed     Amount 
                                            Maximum     Maximum      of 
                           Amount           Offering    Aggregate    Regis- 
Title of Securities        to Be            Price Per   Offering     tration 
to Be Registered           Registered       Share(1)    Price(1)     Fee 
- ---------------------------------------------------------------------------- 
Common Stock, without 
 par value                 300,000 Shares   $31.50      $9,450,000   $3,259 
- ---------------------------------------------------------------------------- 

(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 $31.50, which was the 
      average of the high and low prices of the Common Stock on October 23, 
      1995 as reported in The Wall Street Journal for NASDAQ National Market 
      Issues.
II-1 
                                   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 contained 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 Names Experts and Counsel. 
            -------------------------------------- 

            Not Applicable. 

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

            Article VII of the Company's Third Restated Articles 
of Incorporation indemnifies directors and officers to the
II-2 
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.
II-3 
            (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. 

            (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 8.     Exhibits. 
            -------- 

       4A.        Third Restated Articles of Incorporation of the 
                  Company.  Incorporated by reference to Exhibit
II-4 
                  3-A to Company's Annual Report on Form 10-K for 
                  the year ended May 31, 1991, File No. 0-12853. 

       4B.        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.        Opinion of Counsel. 

       23.        Consent of Independent Accountants. 

       24.        Powers of Attorney. 

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; 

                 (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, represents 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 section 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 new 
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.
II-5 
            (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 undersigned registrant 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 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 registrant 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. 

                                 SIGNATURES

      Pursuant to the requirements of the Securities Act of 
1933, 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 Portland, State of Oregon, on 
October 25, 1995. 

                              ELECTRO SCIENTIFIC INDUSTRIES, INC. 

                              By DONALD R. VANLUVANEE 
                                 --------------------------------- 
                                 Donald R. VanLuvanee 
                                 President and Chief Executive Officer
II-6 
            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 this 25th day of 
October, 1995. 

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

(1)   Principal Executive Officer: 

     Donald R. VanLuvanee                       President and Chief 
      ------------------------------            Executive Officer 
      Donald R. VanLuvanee 

(2)   Principal Financial and 
      Accounting Officer: 

    *BARRY L. HARMON                            Senior Vice President, 
      ------------------------------            Finance and Chief 
      Barry L. Harmon                           Financial   Officer 

(3)   Directors: 

    *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                            Director 
      ------------------------------ 
      Vernon B. Ryles 

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

    *By DONALD R. VANLUVANEE 
         -------------------------------------- 
         Donald R. VanLuvanee, Attorney-in-Fact
EXHIBIT INDEX 

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

  4A              Third Restated Articles of 
                  Incorporation of the Company. 
                  Incorporated by reference to  
                  Exhibit 3-A to Company's Annual  
                  Report on Form 10-K for the  
                  year ended May 31, 1991,  
                  File No. 0-12853. 

  4B              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              Opinion of Counsel. 

  23              Consent of Arthur Andersen LLP. 

  24              Powers of Attorney.