As filed with the Securities and Exchange Commission on September 18, 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)

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

            Chip Star Inc. ("Chip Star") Incentive Stock Option Plan
                              (Full title of plan)

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

                              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 (1)       Fee
-------------------       ----------         ---------      ---------       ---------
<S>                       <C>                <C>            <C>             <C>   
Common Stock              108,165 Shares     $3.04          $55,107.07      $16.70
-------------------------------------------------------------------------------------

(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 8 following option exercise
     prices:
                                                     Aggregate
      Number                 Exercise                Exercise
      of Shares              Price                   Price
      ---------              ---------               ------------
      68,027                 $  0.2535               $  17,244.84
      20,408                 $  0.2535               $   5,173.43
      16,440                 $  1.38                 $  22,687.20
         658                 $  3.04                 $   2,000.32
         658                 $  3.04                 $   2,000.32
         658                 $  3.04                 $   2,000.32
         658                 $  3.04                 $   2,000.32
         658                 $  3.04                 $   2,000.32
</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 Independent Public Accountants.

          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 September 18, 1997.

                                       ELECTRO SCIENTIFIC INDUSTRIES, INC.


                                       By: /s/ 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 September 18, 1997.

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

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


 BARRY L. HARMON                       Senior Vice President and Chief
----------------------------------     Financial Officer (Principal Financial 
 Barry L. Harmon                       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: /s/ 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 Independent Public Accountants.

  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": 20281}]
{"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": "333-35917", "film-number": "97682589"}, "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 September 18, 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)

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

            Chip Star Inc. ("Chip Star") Incentive Stock Option Plan
                              (Full title of plan)

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

                              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 (1)       Fee
-------------------       ----------         ---------      ---------       ---------
Common Stock              108,165 Shares     $3.04          $55,107.07      $16.70
-------------------------------------------------------------------------------------

(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 8 following option exercise
     prices:
                                                     Aggregate
      Number                 Exercise                Exercise
      of Shares              Price                   Price
      ---------              ---------               ------------
      68,027                 $  0.2535               $  17,244.84
      20,408                 $  0.2535               $   5,173.43
      16,440                 $  1.38                 $  22,687.20
         658                 $  3.04                 $   2,000.32
         658                 $  3.04                 $   2,000.32
         658                 $  3.04                 $   2,000.32
         658                 $  3.04                 $   2,000.32
         658                 $  3.04                 $   2,000.32
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 Independent Public Accountants.

          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 September 18, 1997.

                                       ELECTRO SCIENTIFIC INDUSTRIES, INC.

                                       By: /s/ 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 September 18, 1997.

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

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

 BARRY L. HARMON                       Senior Vice President and Chief
----------------------------------     Financial Officer (Principal Financial 
 Barry L. Harmon                       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: /s/ 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 Independent Public Accountants.

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

  24.1    Powers of Attorney.