As filed with the Securities and Exchange Commission on October 4, 1999
                                                  Registration No. _____________

                       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.
                             1989 Stock Option Plan
                        1990 Employee Stock Purchase Plan
                              (Full title of plan)

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

                               JONATHAN C. HOWELL
                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 2600
                           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 (2)    Share (1)     Price (1)      Fee
-------------------     --------------    ---------     ---------      ---------
<S>                     <C>               <C>           <C>            <C>
Common Stock            650,000 shares    $52.3125      $34,003,125    $9,453
--------------------------------------------------------------------------------
(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 $52.3125 which was the average of the
     high and low prices of the Common Stock on September 29, 1999 as reported
     for Nasdaq National Market Issues.

(2)  Includes 150,000 shares of common stock to be registered pursuant to the
     1990 Employee Stock Purchase Plan and 500,000 shares to be issued pursuant
     to the 1989 Stock Option Plan.
</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.

          (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

                                      II-2
<PAGE>
     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 indemnity in advance of final disposition
of a suit or proceeding upon request of the indemnity, without regard to the
indemnity'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 indemnity. 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  Articles of Amendment to the Third Restated Articles of
               Incorporation (incorporated by reference to Exhibit 3-B to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               May 31, 1999).

          4.3  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).

          4.4  Rights Agreement, dated as of May 7, 1999, between the Company
               and First Chicago Trust Company of New York (incorporated by
               reference to Exhibit 4.1 to the Company's Report on Form 8-K
               dated May 7, 1999).

                                      II-3
<PAGE>
          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.

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 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.

          (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 September 30, 1999.

                           ELECTRO SCIENTIFIC INDUSTRIES, INC.


                           By  JONATHAN C. HOWELL
                               -------------------------------------
                               Jonathan C. Howell
                               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 September 30, 1999.

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

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

*JONATHAN C. HOWELL           Senior Vice President and Chief Financial Officer
--------------------------    (Principal Financial and Accounting Officer)
 Jonathan C. Howell

*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.

*GERALD F. TAYLOR             Director
--------------------------
 Gerald F. Taylor

*JON D. TOMPKINS              Director
--------------------------
 Jon D. Tompkins

                                      II-6
<PAGE>
*KEITH L. THOMSON             Director
--------------------------
 Keith L. Thomson


* By JONATHAN C. HOWELL
     ------------------------------------
     Jonathan C. Howell, Attorney-in-Fact

                                      II-7
<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           Articles of Amendment to the Third Restated Articles
              of Incorporation (incorporated by reference to Exhibit
              3-B to the Company's Annual Report on Form 10-K for
              the fiscal year ended May 31, 1999).

4.3           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).

4.4           Rights Agreement, dated as of May 7, 1999, between
              the Company and First Chicago Trust Company of New York
              (incorporated by reference to Exhibit 4.1 to the Company's
              Report on Form 8-K dated May 7, 1999).

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.

                                      II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19229}]
{"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": "333-88411", "film-number": "99722759"}, "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 4, 1999
                                                  Registration No. _____________

                       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.
                             1989 Stock Option Plan
                        1990 Employee Stock Purchase Plan
                              (Full title of plan)

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

                               JONATHAN C. HOWELL
                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 2600
                           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 (2)    Share (1)     Price (1)      Fee
-------------------     --------------    ---------     ---------      ---------
Common Stock            650,000 shares    $52.3125      $34,003,125    $9,453
--------------------------------------------------------------------------------
(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 $52.3125 which was the average of the
     high and low prices of the Common Stock on September 29, 1999 as reported
     for Nasdaq National Market Issues.

(2)  Includes 150,000 shares of common stock to be registered pursuant to the
     1990 Employee Stock Purchase Plan and 500,000 shares to be issued pursuant
     to the 1989 Stock Option Plan.
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.

          (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

                                      II-2
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 indemnity in advance of final disposition
of a suit or proceeding upon request of the indemnity, without regard to the
indemnity'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 indemnity. 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  Articles of Amendment to the Third Restated Articles of
               Incorporation (incorporated by reference to Exhibit 3-B to the
               Company's Annual Report on Form 10-K for the fiscal year ended
               May 31, 1999).

          4.3  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).

          4.4  Rights Agreement, dated as of May 7, 1999, between the Company
               and First Chicago Trust Company of New York (incorporated by
               reference to Exhibit 4.1 to the Company's Report on Form 8-K
               dated May 7, 1999).

                                      II-3
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.

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 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.

          (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 September 30, 1999.

                           ELECTRO SCIENTIFIC INDUSTRIES, INC.

                           By  JONATHAN C. HOWELL
                               -------------------------------------
                               Jonathan C. Howell
                               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 September 30, 1999.

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

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

*JONATHAN C. HOWELL           Senior Vice President and Chief Financial Officer
--------------------------    (Principal Financial and Accounting Officer)
 Jonathan C. Howell

*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.

*GERALD F. TAYLOR             Director
--------------------------
 Gerald F. Taylor

*JON D. TOMPKINS              Director
--------------------------
 Jon D. Tompkins

                                      II-6
*KEITH L. THOMSON             Director
--------------------------
 Keith L. Thomson

* By JONATHAN C. HOWELL
     ------------------------------------
     Jonathan C. Howell, Attorney-in-Fact

                                      II-7
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           Articles of Amendment to the Third Restated Articles
              of Incorporation (incorporated by reference to Exhibit
              3-B to the Company's Annual Report on Form 10-K for
              the fiscal year ended May 31, 1999).

4.3           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).

4.4           Rights Agreement, dated as of May 7, 1999, between
              the Company and First Chicago Trust Company of New York
              (incorporated by reference to Exhibit 4.1 to the Company's
              Report on Form 8-K dated May 7, 1999).

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.

                                      II-8