As filed with the Securities and Exchange Commission on June 19, 1997
                                                   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)


  Dynamotion, Inc. ("Dynamotion") 1991 Stock Option Plan, Dynamotion 1993 Stock
  Option Plan, Dynamotion 1995 Comprehensive Stock Option Plan, Dynamotion 1995
                Executive Stock Option Plan, and the Stock Option
              Agreements between Dynamotion and certain former and
           current employees, officers, directors, and consultants of
                                   Dynamotion
                              (Full title of plans)
                               -------------------

                              DONALD R. VANLUVANEE
                      President and Chief Executive 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:
                                ANNETTE M. MULEE
                                 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           86,346 Shares     $110.50      $2,216,848       $672

<FN>
(1)  All shares to be registered on this Form S-8 are issuable pursuant to
     options which previously have been granted. The Proposed Maximum Aggregate
     Offering Price has been calculated from the 10 following option exercise
     prices:

                                                Aggregate
             Number           Exercise           Exercise
             of Shares          Price              Price

               1,672         $   110.50       $    184,756.00
                 815         $   147.33       $    120,073.95
                  28         $    92.08       $      2,578.24
               1,154         $    30.02       $     34,643.08
               6,585         $    29.93       $    197,089.05
               1,358         $    29.83       $     40,509.14
              18,327         $    29.47       $    540,096.69
               6,110         $    27.62       $    168,758.20
                 543         $    21.87       $     11,875.41
              49,754         $    18.42       $    916,468.68
</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
     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 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' 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 Andersen LLP.

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

          24.1 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, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of the
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of prospectus
               filed with the Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price represent no more than
               a 20% change in the maximum aggregate offering price set forth in
               the "Calculation of Registration Fee" table in the effective
               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 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.

                                      II-4

<PAGE>


          (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.


                                      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 June 18, 1997.

                              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 June 18, 1997.

             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 Andersen LLP.

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

      24.1            Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19424}]
{"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": "333-29513", "film-number": "97626020"}, "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 June 19, 1997
                                                   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)

  Dynamotion, Inc. ("Dynamotion") 1991 Stock Option Plan, Dynamotion 1993 Stock
  Option Plan, Dynamotion 1995 Comprehensive Stock Option Plan, Dynamotion 1995
                Executive Stock Option Plan, and the Stock Option
              Agreements between Dynamotion and certain former and
           current employees, officers, directors, and consultants of
                                   Dynamotion
                              (Full title of plans)
                               -------------------

                              DONALD R. VANLUVANEE
                      President and Chief Executive 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:
                                ANNETTE M. MULEE
                                 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           86,346 Shares     $110.50      $2,216,848       $672
(1)  All shares to be registered on this Form S-8 are issuable pursuant to
     options which previously have been granted. The Proposed Maximum Aggregate
     Offering Price has been calculated from the 10 following option exercise
     prices:

                                                Aggregate
             Number           Exercise           Exercise
             of Shares          Price              Price

               1,672         $   110.50       $    184,756.00
                 815         $   147.33       $    120,073.95
                  28         $    92.08       $      2,578.24
               1,154         $    30.02       $     34,643.08
               6,585         $    29.93       $    197,089.05
               1,358         $    29.83       $     40,509.14
              18,327         $    29.47       $    540,096.69
               6,110         $    27.62       $    168,758.20
                 543         $    21.87       $     11,875.41
              49,754         $    18.42       $    916,468.68
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 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' 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 Andersen LLP.

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

          24.1 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, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of the
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of prospectus
               filed with the Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price represent no more than
               a 20% change in the maximum aggregate offering price set forth in
               the "Calculation of Registration Fee" table in the effective
               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 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.

                                      II-4
(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.

                                      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 June 18, 1997.

                              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 June 18, 1997.

             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 Andersen LLP.

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

      24.1            Powers of Attorney.