As filed with the Securities and Exchange Commission on February 17, 1998
                                                   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)

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

     Applied Intelligent Systems, Inc. ("AISI") 1989 Incentive Stock Option
    Plan, 1991 Incentive Stock Option Plan, 1992 Incentive Stock Option Plan,
      and 1995 Incentive Stock Option Plan, and non-qualified stock option
   agreements between AISI and Barry Borgerson (dated May 4, 1993) and Jon G.
                          Ehrmann (dated July 30, 1990)
                              (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                  274,603 Shares     $13.13           $ 2,322,214.54        $685.05
-------------------------------------------------------------------------------------------------
(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 following three option exercise
     prices:
                                                                  Aggregate
        Number                    Exercise                         Exercise
     of Shares                       Price                            Price
     ---------                    --------                   --------------
        84,613                      $ 3.28                   $   277,530.64
        68,580                      $ 6.57                   $   450,570.60
       121,410                      $13.13                   $ 1,594,113.30
       -------                                               --------------
       274,603                                               $ 2,322,214.54
</TABLE>
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents By Reference.

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

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

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

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

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

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable.


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

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

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

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

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

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


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

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

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

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

Item 7.   Exemption From Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

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

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

          5.1  Opinion of Stoel Rives LLP.


                                      II-3
<PAGE>
          23.1 Consent of Arthur 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 Sec tion 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

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

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


                                      II-4
<PAGE>
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

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


                                      II-5
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon on December 30, 1997.

                                       ELECTRO SCIENTIFIC INDUSTRIES, INC.


                                       By BARRY L. HARMON
                                          --------------------------------------
                                          Barry L. Harmon
                                          Senior Vice President, Finance 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 December 30, 1997.

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


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


  BARRY L. HARMON                      Senior Vice President, Finance 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.


                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19191}]
{"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": "333-46443", "film-number": "98543861"}, "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 February 17, 1998
                                                   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)

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

     Applied Intelligent Systems, Inc. ("AISI") 1989 Incentive Stock Option
    Plan, 1991 Incentive Stock Option Plan, 1992 Incentive Stock Option Plan,
      and 1995 Incentive Stock Option Plan, and non-qualified stock option
   agreements between AISI and Barry Borgerson (dated May 4, 1993) and Jon G.
                          Ehrmann (dated July 30, 1990)
                              (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                  274,603 Shares     $13.13           $ 2,322,214.54        $685.05
-------------------------------------------------------------------------------------------------
(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 following three option exercise
     prices:
                                                                  Aggregate
        Number                    Exercise                         Exercise
     of Shares                       Price                            Price
     ---------                    --------                   --------------
        84,613                      $ 3.28                   $   277,530.64
        68,580                      $ 6.57                   $   450,570.60
       121,410                      $13.13                   $ 1,594,113.30
       -------                                               --------------
       274,603                                               $ 2,322,214.54
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference.

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

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

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

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

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

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable.

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

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

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

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

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

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

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

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

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

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

Item 7.   Exemption From Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

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

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

          5.1  Opinion of Stoel Rives LLP.

                                      II-3
23.1 Consent of Arthur 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 Sec tion 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in the registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

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

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

                                      II-4
registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

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

                                      II-5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon on December 30, 1997.

                                       ELECTRO SCIENTIFIC INDUSTRIES, INC.

                                       By BARRY L. HARMON
                                          --------------------------------------
                                          Barry L. Harmon
                                          Senior Vice President, Finance 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 December 30, 1997.

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

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

  BARRY L. HARMON                      Senior Vice President, Finance 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.

                                      II-7