As filed with the Securities and Exchange Commission on July 14, 1998
                                                  Registration No. 333-_________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                          CREDENCE SYSTEMS CORPORATION
               (Exact name of issuer as specified in its charter)
          Delaware                                        94-287-8499
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

                  215 Fourier Avenue, Fremont, California 94539
               (Address of principal executive offices) (Zip Code)

                          CREDENCE SYSTEMS CORPORATION
                             1993 Stock Option Plan
                            (Full title of the plans)

                              DR. WILMER R. BOTTOMS
                Chief Executive Officer and Chairman of the Board
                          CREDENCE SYSTEMS CORPORATION
                  215 Fourier Avenue, Fremont, California 94539
                     (Name and address of agent for service)
                                 (510) 657-7400
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to be  Amount to be   Offering Price     Aggregate          Amount of
       Registered          Registered(1)   per Share(2)   Offering Price(2)  Registration Fee
=========================  =============  ==============  ================   ================

<S>                            <C>            <C>             <C>                <C>      
Common Stock,                  500,000        $20.125         $10,062,500        $2,968.44
$0.001 par value

=============================================================================================
</TABLE>

(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become issuable under the Credence  Systems  Corporation
     1993  Stock  Option  Plan by  reason of any stock  dividend,  stock  split,
     recapitalization  or  other  similar   transaction   effected  without  the
     Registrant's  receipt of consideration  which results in an increase in the
     number of the Registrant's outstanding shares of Common Stock.

(2)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low selling prices per share of the  Registrant's  Common Stock on July
     10, 1998, as reported by the Nasdaq National Market.

<PAGE>

                                     PART II
               Information Required in the Registration Statement

Item 3.   Incorporation of Certain Documents by Reference

          Credence Systems Corporation (the "Registrant") hereby incorporates by
reference into this Registration  Statement the following  documents  previously
filed with the Securities and Exchange Commission (the "SEC"):

(a)       The Registrant's Annual Report on Form 10-K for the fiscal  year ended
          October 31, 1997 filed with the SEC on January 29, 1998;

(b)       The  Registrant's  Quarterly  Reports on  Forms 10-Q for the  quarters
          ended  January 31, 1998  and  April 30, 1998,  filed with  the  SEC on
          March 17, 1998 and June 11, 1998, respectively;

(c)       The  Registrant's current reports on Forms  8-K filed  with the SEC on
          February 23, 1998, May  20, 1998,  June  3,  1998  and  July  9,  1998
          respectively; and

(d)       The Registrant's  Registration Statement No. 0-22366 on Form 8-A filed
          with the SEC on September 10, 1993, as amended on October 21, 1993, in
          which there is described  the terms, rights and  provisions applicable
          to the Registrant's outstanding Common Stock.

          All reports and  definitive  proxy  or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "1934 Act") after the date of this Registration Statement and prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be  incorporated  by reference into this  Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4.   Description of Capital Stock

              Inapplicable.

Item 5.   Interests of Named Experts and Counsel

              Inapplicable.

Item 6.   Indemnification of Directors and Officers

          The  Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that  directors  of a  corporation  will not be  personally  liable for monetary
damages for breach of their fiduciary duties as directors,  except for liability
(i)  for  any  breach  of  their  duty  of  loyalty  to the  corporation  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct  or a  knowing  violation  of law,  (iii)  for  unlawful
payments of dividends or unlawful  stock  repurchases or redemptions as provided
in  Section  174 of the  Delaware  General  Corporation  Law,  or  (iv)  for any
transaction from which the director derived an improper personal benefit.

          The Registrant's Bylaws  provide  that the  Registrant shall indemnify
its  directors  and may  indemnify  its other  officers and  employees and other
agents to the fullest  extent  permitted by law. The  Registrant  believes  that
indemnification under its Bylaws covers at least negligence and gross negligence
on the part of indemnified  parties.  The Registrant's  Bylaws also permit it to
secure insurance on behalf of any officer, director,  employee or other agent to
offset  any  liability  arising  out of his or her  actions  in  such  capacity,
regardless of whether the Bylaws would permit indemnification.
<PAGE>

          The Registrant  has entered into agreements to indemnify its directors
and  executive  officers,  in addition to  indemnification  provided  for in the
Registrant's  Bylaws.  These  agreements,  among  other  things,  indemnify  the
Registrant's  directors and executive  officers for certain expenses  (including
attorneys' fees),  judgments,  fines and settlement amounts incurred by any such
person in any action or  proceeding,  including any action by or in the right of
the Registrant, arising out of such person's services as a director or executive
officer of the Registrant, any subsidiary of the Registrant or any other company
or  enterprise  to which the  person  provides  services  at the  request of the
Registrant.


Item 7.   Exemption from Registration Claimed

              Inapplicable.

Item 8.   Exhibits

<TABLE>
<CAPTION>
Exhibit
 Number   Exhibit
-------   -------
<S>       <C>    

   4.0    Instruments  Defining  Rights  of Stockholders.   Reference is made to
          Registrant's Registration  Statement No. 0-22366 on Form 8-A, and  the
          exhibits thereto, and Amendment No. 1 thereto, which are  incorporated
          herein  by  reference  pursuant  to  Item 3(d) of  this  Registration
          Statement.
   5.1    Opinion of Brobeck, Phleger & Harrison LLP.
  23.1    Consent of Ernst & Young LLP, Independent Auditors.
  23.2    Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
  24.0    Power of Attorney. Reference is made to page II-4 of this Registration
          Statement.
  99.1    Credence  Systems  Corporation  1993 Stock Option Plan (as amended and
          restated through February 13, 1998).
  99.2*   Form of Notice of Grant.
  99.3*   Form of Stock Option Agreement.
  99.4*   Addendum to Stock Option Agreement (Special Tax Elections).
  99.5*   Addendum to Stock Option Agreement (Limited Stock Appreciation Rights).
  99.6*   Addendum to Stock Option Agreement (Change in Control).
  99.7*   Addendum to Stock Option Agreement (Financial Assistance).
  99.8**  Form of Notice of Grant of Stock Option (Non-Employee Director).
  99.9**  Form of Stock Option Agreement (Non-Employee Director).
</TABLE>

  *   Exhibits  99.2  through  99.7  are  incorporated  herein  by  reference to
Exhibits 99.2 through 99.7, respectively, of Registrant's Registration Statement
No. 33-71856 on Form S-8 which was filed with the SEC on November 17, 1993.

  **  Exhibits  99.8  and  99.9  are   incorporated   herein   by   reference to
Exhibits 99.8 and 99.9,  respectively, of  Registrant's  Registration  Statement
No. 33-3806 on Form S-8 which was filed with the SEC on April 22, 1996.


<PAGE>


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,  as amended (the "1933 Act"),
(ii) to  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of this 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 this Registration  Statement,
and (iii) to  include  any  material  information  with  respect  to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this  Registration  Statement;  provided,
however,  that  clauses  (1)(i) and (1)(ii)  shall 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 1934 Act that  are  incorporated  by  reference  into the
registration  statement;  (2) that for the purpose of determining  any liability
under the 1933 Act 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;  and (3) to  remove  from  registration  by  means of a
post-effective  amendment any of the securities  being  registered  which remain
unsold upon the termination of the 1993 Stock Option Plan.

          B.   The undersigned Registrant  hereby  undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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
1933 Act may be permitted to directors,  officers and controlling persons of the
Registrant  pursuant  to the  indemnification  provisions  summarized  in Item 6
above, or otherwise,  the Registrant has been advised that in the opinion of the
SEC such  indemnification  is against public policy as expressed in the 1933 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.


<PAGE>

                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Fremont, State of California,  on this 13th day
of July, 1998.

                                   CREDENCE SYSTEMS CORPORATION


                                   By  /s/ Wilmer R. Bottoms
                                       -------------------------
                                           Wilmer R. Bottoms
                                           Chief Executive Officer and
                                           Chairman of the Board


<PAGE>


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That  the   undersigned   officers  and   directors  of  CREDENCE   SYSTEMS
CORPORATION, a Delaware corporation,  do hereby constitute and appoint Wilmer R.
Bottoms,  the lawful attorney and agent, with full power and authority to do any
and all acts and  things  and to  execute  any and all  instruments  which  said
attorneys  and  agents,  and any one of  them,  determine  may be  necessary  or
advisable or required to enable said  corporation  to comply with the Securities
Act of 1933, as amended,  and any rules or  regulations or  requirements  of the
Securities  and  Exchange   Commission  in  connection  with  this  Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers  granted  include  the power and  authority  to sign the names of the
undersigned  officers and directors in the  capacities  indicated  below to this
Registration  Statement,  to any  and all  amendments,  both  pre-effective  and
post-effective,  and supplements to this Registration Statement,  and to any and
all  instruments  or  documents  filed as part of or in  conjunction  with  this
Registration  Statement or amendments or  supplements  thereof,  and each of the
undersigned  hereby ratifies and confirms all that said attorneys and agents, or
any of  them,  shall  do or cause to be done by  virtue  hereof.  This  Power of
Attorney may be signed in several counterparts.

     IN WITNESS  WHEREOF,  each of the  undersigned  has executed  this Power of
Attorney as of the date indicated.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signatures                                 Title                                          Date

<S>                              <C>                                                  <C>    

/s/ Wilmer R. Bottoms            Chief Executive Officer and                          July 13, 1998
---------------------            ---------------------------                          -------------
Wilmer R. Bottoms                Chairman of the Board of Directors
                                 (Principal Executive Officer)


/s/ Dennis P. Wolf               Chief Financial Officer and Secretary                July 13, 1998
------------------               -------------------------------------                -------------
Dennis P. Wolf                   (Principal Financial and Accounting Officer)


/s/ Jerry Bruce                  Vice President, and Controller                       July 13, 1998
---------------                  ------------------------------                       -------------
Jerry Bruce


/s/ Jos C. Henkens               Director                                             July 13, 1998
------------------               --------                                             -------------
Jos C. Henkens


/s/ Bernard V. Vonderschmitt     Director                                             July 13, 1998
----------------------------     --------                                             -------------
Bernard V. Vonderschmitt


/s/ Henk J. Evenhuis             Director                                             July 13, 1998
--------------------             --------                                             -------------
Henk J. Evenhuis


/s/ William G. Howard, Jr.       Director                                             July 13, 1998
--------------------------       --------                                             -------------
William G. Howard, Jr.
</TABLE>

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933


                          CREDENCE SYSTEMS CORPORATION



<PAGE>

                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
Exhibit
Number    Exhibit
------    -------
<S>       <C>    

 4.0      Instruments  Defining  Rights of  Stockholders.  Reference  is made to
          Registrant's  Registration  Statement No. 0-22366 on Form 8-A, and the
          exhibits thereto, and  Amendment No.1 thereto, which  are incorporated
          herein  by  reference  pursuant  to  Item  3(d) of  this  Registration
          Statement.
 5.1      Opinion of Brobeck, Phleger & Harrison LLP.
23.1      Consent of Ernst & Young LLP, Independent Auditors.
23.2      Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24.0      Power of Attorney. Reference is made to page II-6 of this Registration
          Statement.
99.1      Credence  Systems  Corporation  1993 Stock Option Plan (as amended and
          restated through February 13, 1998).
99.2*     Form of Notice of Grant.
99.3*     Form of Stock Option Agreement.
99.4*     Addendum to Stock Option Agreement (Special Tax Elections).
99.5*     Addendum to Stock Option Agreement (Limited Stock Appreciation Rights).
99.6*     Addendum to Stock Option Agreement (Change in Control).
99.7*     Addendum to Stock Option Agreement (Financial Assistance).
99.8**    Form of Notice of Grant of Stock Option (Non-Employee Director).
99.9**    Form of Stock Option Agreement (Non-Employee Director).
</TABLE>

     * Exhibits  99.2  through  99.7 are  incorporated  herein by  reference  to
Exhibits 99.2 through 99.7, respectively, of Registrant's Registration Statement
No. 33-71856 on Form S-8 which was filed with the SEC on November 17, 1993.

     ** Exhibits 99.8 and 99.9 are incorporated  herein by reference to Exhibits
99.8 and 99.9, respectively,  of Registrant's Registration Statement No. 33-3806
on Form S-8 which was filed with the SEC on April 22, 1996.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19476}]
{"company-data": {"conformed-name": "CREDENCE SYSTEMS CORP", "cik": "0000893162", "assigned-sic": "3825", "irs-number": "942878499", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59051", "film-number": "98665721"}, "business-address": {"street1": "215 FOURIER AVE", "city": "FREMONT", "state": "CA", "zip": "94539", "phone": "5106577400"}, "mail-address": {"street1": "215 FOURIER AVE", "city": "FREMONT", "state": "CA", "zip": "94539"}}
As filed with the Securities and Exchange Commission on July 14, 1998
                                                  Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          CREDENCE SYSTEMS CORPORATION
               (Exact name of issuer as specified in its charter)
          Delaware                                        94-287-8499
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

                  215 Fourier Avenue, Fremont, California 94539
               (Address of principal executive offices) (Zip Code)

                          CREDENCE SYSTEMS CORPORATION
                             1993 Stock Option Plan
                            (Full title of the plans)

                              DR. WILMER R. BOTTOMS
                Chief Executive Officer and Chairman of the Board
                          CREDENCE SYSTEMS CORPORATION
                  215 Fourier Avenue, Fremont, California 94539
                     (Name and address of agent for service)
                                 (510) 657-7400
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of Securities to be  Amount to be   Offering Price     Aggregate          Amount of
       Registered          Registered(1)   per Share(2)   Offering Price(2)  Registration Fee
=========================  =============  ==============  ================   ================
Common Stock,                  500,000        $20.125         $10,062,500        $2,968.44
$0.001 par value

=============================================================================================
(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Common Stock which become issuable under the Credence  Systems  Corporation
     1993  Stock  Option  Plan by  reason of any stock  dividend,  stock  split,
     recapitalization  or  other  similar   transaction   effected  without  the
     Registrant's  receipt of consideration  which results in an increase in the
     number of the Registrant's outstanding shares of Common Stock.

(2)  Calculated  solely for purposes of this  offering  under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low selling prices per share of the  Registrant's  Common Stock on July
     10, 1998, as reported by the Nasdaq National Market.
PART II
               Information Required in the Registration Statement

Item 3.   Incorporation of Certain Documents by Reference

          Credence Systems Corporation (the "Registrant") hereby incorporates by
reference into this Registration  Statement the following  documents  previously
filed with the Securities and Exchange Commission (the "SEC"):

(a)       The Registrant's Annual Report on Form 10-K for the fiscal  year ended
          October 31, 1997 filed with the SEC on January 29, 1998;

(b)       The  Registrant's  Quarterly  Reports on  Forms 10-Q for the  quarters
          ended  January 31, 1998  and  April 30, 1998,  filed with  the  SEC on
          March 17, 1998 and June 11, 1998, respectively;

(c)       The  Registrant's current reports on Forms  8-K filed  with the SEC on
          February 23, 1998, May  20, 1998,  June  3,  1998  and  July  9,  1998
          respectively; and

(d)       The Registrant's  Registration Statement No. 0-22366 on Form 8-A filed
          with the SEC on September 10, 1993, as amended on October 21, 1993, in
          which there is described  the terms, rights and  provisions applicable
          to the Registrant's outstanding Common Stock.

          All reports and  definitive  proxy  or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of
1934 (the "1934 Act") after the date of this Registration Statement and prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be  incorporated  by reference into this  Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4.   Description of Capital Stock

              Inapplicable.

Item 5.   Interests of Named Experts and Counsel

              Inapplicable.

Item 6.   Indemnification of Directors and Officers

          The  Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that  directors  of a  corporation  will not be  personally  liable for monetary
damages for breach of their fiduciary duties as directors,  except for liability
(i)  for  any  breach  of  their  duty  of  loyalty  to the  corporation  or its
stockholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct  or a  knowing  violation  of law,  (iii)  for  unlawful
payments of dividends or unlawful  stock  repurchases or redemptions as provided
in  Section  174 of the  Delaware  General  Corporation  Law,  or  (iv)  for any
transaction from which the director derived an improper personal benefit.

          The Registrant's Bylaws  provide  that the  Registrant shall indemnify
its  directors  and may  indemnify  its other  officers and  employees and other
agents to the fullest  extent  permitted by law. The  Registrant  believes  that
indemnification under its Bylaws covers at least negligence and gross negligence
on the part of indemnified  parties.  The Registrant's  Bylaws also permit it to
secure insurance on behalf of any officer, director,  employee or other agent to
offset  any  liability  arising  out of his or her  actions  in  such  capacity,
regardless of whether the Bylaws would permit indemnification.
The Registrant  has entered into agreements to indemnify its directors
and  executive  officers,  in addition to  indemnification  provided  for in the
Registrant's  Bylaws.  These  agreements,  among  other  things,  indemnify  the
Registrant's  directors and executive  officers for certain expenses  (including
attorneys' fees),  judgments,  fines and settlement amounts incurred by any such
person in any action or  proceeding,  including any action by or in the right of
the Registrant, arising out of such person's services as a director or executive
officer of the Registrant, any subsidiary of the Registrant or any other company
or  enterprise  to which the  person  provides  services  at the  request of the
Registrant.

Item 7.   Exemption from Registration Claimed

              Inapplicable.

Item 8.   Exhibits
Exhibit
 Number   Exhibit
-------   -------
4.0    Instruments  Defining  Rights  of Stockholders.   Reference is made to
          Registrant's Registration  Statement No. 0-22366 on Form 8-A, and  the
          exhibits thereto, and Amendment No. 1 thereto, which are  incorporated
          herein  by  reference  pursuant  to  Item 3(d) of  this  Registration
          Statement.
   5.1    Opinion of Brobeck, Phleger & Harrison LLP.
  23.1    Consent of Ernst & Young LLP, Independent Auditors.
  23.2    Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
  24.0    Power of Attorney. Reference is made to page II-4 of this Registration
          Statement.
  99.1    Credence  Systems  Corporation  1993 Stock Option Plan (as amended and
          restated through February 13, 1998).
  99.2*   Form of Notice of Grant.
  99.3*   Form of Stock Option Agreement.
  99.4*   Addendum to Stock Option Agreement (Special Tax Elections).
  99.5*   Addendum to Stock Option Agreement (Limited Stock Appreciation Rights).
  99.6*   Addendum to Stock Option Agreement (Change in Control).
  99.7*   Addendum to Stock Option Agreement (Financial Assistance).
  99.8**  Form of Notice of Grant of Stock Option (Non-Employee Director).
  99.9**  Form of Stock Option Agreement (Non-Employee Director).
*   Exhibits  99.2  through  99.7  are  incorporated  herein  by  reference to
Exhibits 99.2 through 99.7, respectively, of Registrant's Registration Statement
No. 33-71856 on Form S-8 which was filed with the SEC on November 17, 1993.

  **  Exhibits  99.8  and  99.9  are   incorporated   herein   by   reference to
Exhibits 99.8 and 99.9,  respectively, of  Registrant's  Registration  Statement
No. 33-3806 on Form S-8 which was filed with the SEC on April 22, 1996.
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,  as amended (the "1933 Act"),
(ii) to  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of this 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 this Registration  Statement,
and (iii) to  include  any  material  information  with  respect  to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this  Registration  Statement;  provided,
however,  that  clauses  (1)(i) and (1)(ii)  shall 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 1934 Act that  are  incorporated  by  reference  into the
registration  statement;  (2) that for the purpose of determining  any liability
under the 1933 Act 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;  and (3) to  remove  from  registration  by  means of a
post-effective  amendment any of the securities  being  registered  which remain
unsold upon the termination of the 1993 Stock Option Plan.

          B.   The undersigned Registrant  hereby  undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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
1933 Act may be permitted to directors,  officers and controlling persons of the
Registrant  pursuant  to the  indemnification  provisions  summarized  in Item 6
above, or otherwise,  the Registrant has been advised that in the opinion of the
SEC such  indemnification  is against public policy as expressed in the 1933 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Fremont, State of California,  on this 13th day
of July, 1998.

                                   CREDENCE SYSTEMS CORPORATION

                                   By  /s/ Wilmer R. Bottoms
                                       -------------------------
                                           Wilmer R. Bottoms
                                           Chief Executive Officer and
                                           Chairman of the Board
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That  the   undersigned   officers  and   directors  of  CREDENCE   SYSTEMS
CORPORATION, a Delaware corporation,  do hereby constitute and appoint Wilmer R.
Bottoms,  the lawful attorney and agent, with full power and authority to do any
and all acts and  things  and to  execute  any and all  instruments  which  said
attorneys  and  agents,  and any one of  them,  determine  may be  necessary  or
advisable or required to enable said  corporation  to comply with the Securities
Act of 1933, as amended,  and any rules or  regulations or  requirements  of the
Securities  and  Exchange   Commission  in  connection  with  this  Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers  granted  include  the power and  authority  to sign the names of the
undersigned  officers and directors in the  capacities  indicated  below to this
Registration  Statement,  to any  and all  amendments,  both  pre-effective  and
post-effective,  and supplements to this Registration Statement,  and to any and
all  instruments  or  documents  filed as part of or in  conjunction  with  this
Registration  Statement or amendments or  supplements  thereof,  and each of the
undersigned  hereby ratifies and confirms all that said attorneys and agents, or
any of  them,  shall  do or cause to be done by  virtue  hereof.  This  Power of
Attorney may be signed in several counterparts.

     IN WITNESS  WHEREOF,  each of the  undersigned  has executed  this Power of
Attorney as of the date indicated.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.
Signatures                                 Title                                          Date
/s/ Wilmer R. Bottoms            Chief Executive Officer and                          July 13, 1998
---------------------            ---------------------------                          -------------
Wilmer R. Bottoms                Chairman of the Board of Directors
                                 (Principal Executive Officer)

/s/ Dennis P. Wolf               Chief Financial Officer and Secretary                July 13, 1998
------------------               -------------------------------------                -------------
Dennis P. Wolf                   (Principal Financial and Accounting Officer)

/s/ Jerry Bruce                  Vice President, and Controller                       July 13, 1998
---------------                  ------------------------------                       -------------
Jerry Bruce

/s/ Jos C. Henkens               Director                                             July 13, 1998
------------------               --------                                             -------------
Jos C. Henkens

/s/ Bernard V. Vonderschmitt     Director                                             July 13, 1998
----------------------------     --------                                             -------------
Bernard V. Vonderschmitt

/s/ Henk J. Evenhuis             Director                                             July 13, 1998
--------------------             --------                                             -------------
Henk J. Evenhuis

/s/ William G. Howard, Jr.       Director                                             July 13, 1998
--------------------------       --------                                             -------------
William G. Howard, Jr.
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                          CREDENCE SYSTEMS CORPORATION
EXHIBIT INDEX
Exhibit
Number    Exhibit
------    -------
4.0      Instruments  Defining  Rights of  Stockholders.  Reference  is made to
          Registrant's  Registration  Statement No. 0-22366 on Form 8-A, and the
          exhibits thereto, and  Amendment No.1 thereto, which  are incorporated
          herein  by  reference  pursuant  to  Item  3(d) of  this  Registration
          Statement.
 5.1      Opinion of Brobeck, Phleger & Harrison LLP.
23.1      Consent of Ernst & Young LLP, Independent Auditors.
23.2      Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24.0      Power of Attorney. Reference is made to page II-6 of this Registration
          Statement.
99.1      Credence  Systems  Corporation  1993 Stock Option Plan (as amended and
          restated through February 13, 1998).
99.2*     Form of Notice of Grant.
99.3*     Form of Stock Option Agreement.
99.4*     Addendum to Stock Option Agreement (Special Tax Elections).
99.5*     Addendum to Stock Option Agreement (Limited Stock Appreciation Rights).
99.6*     Addendum to Stock Option Agreement (Change in Control).
99.7*     Addendum to Stock Option Agreement (Financial Assistance).
99.8**    Form of Notice of Grant of Stock Option (Non-Employee Director).
99.9**    Form of Stock Option Agreement (Non-Employee Director).
* Exhibits  99.2  through  99.7 are  incorporated  herein by  reference  to
Exhibits 99.2 through 99.7, respectively, of Registrant's Registration Statement
No. 33-71856 on Form S-8 which was filed with the SEC on November 17, 1993.

     ** Exhibits 99.8 and 99.9 are incorporated  herein by reference to Exhibits
99.8 and 99.9, respectively,  of Registrant's Registration Statement No. 33-3806
on Form S-8 which was filed with the SEC on April 22, 1996.