As filed with the Securities and Exchange Commission on April 26, 1999
                                              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
                        1994 Employee Stock Purchase Plan
                            (Full title of the plans)
                          
                               -------------------
                             William G. Howard, Jr.
                              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 Registered       Amount to be       Offering Price        Aggregate           Amount of
                                           Registered(1)       per Share(2)     Offering Price(2)    Registration Fee
======================================  ===================  =================  ==================  ===================
<S>                                       <C>                     <C>               <C>                 <C> 

1993 Stock Option Plan                    1,407,818 shares        $28.60            $40,263,595.          $11,194.
----------------------                                            ------            ------------          --------
Common Stock, $0.001 par value

1994 Employee Stock Purchase Plan           300,000 shares        $28.60            $ 8,580,000.          $ 2,386.
---------------------------------                                 ------            ------------          --------
Common Stock, $0.001 par value
                                                                       Aggregate Registration Fee         $13,580.
======================================  ===================  =====================================  ===================
</TABLE>

(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Registrant's  Common Stock which become issuable under the Credence Systems
     Corporation  1993 Stock Option Plan and the 1994  Employee  Stock  Purchase
     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 April
     22, 1999 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
                  yea r ended  October 31, 1998 filed  with  the SEC  on January
                  29, 1999;

     (b)          The  Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended January 31, 1999 filed with the SEC on March 17,
                  1999; and

     (c)          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.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any  subsequently  filed document which also is deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.


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 for (i) any breach of their duty of loyalty to the  corporation or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional misconduct or a knowing violation of law, (iii) unlawful payments of
dividends or unlawful  stock  repurchases  or redemptions as provided in Section
174 of the Delaware General  Corporation Law, or (iv) 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


                                      II-5


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
         --------
<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(c) of this Registration Statement.
       5.0            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
                      March 24, 1999).
      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).
      99.10           Credence Systems Corporation 1994 Employee Stock Purchase Plan (as amended and restated
                      through March 24, 1999).
      99.11***        Form of Stock Purchase Agreement.
      99.12***        Form of Enrollment/Change Form.
</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.

    ***  Exhibits  99.11 and  99.12 are  incorporated  herein  by  reference  to
Exhibits 99.2 and 99.3, respectively, of Registrant's Registration Statement No.
33-76542 which was filed with the SEC on March 17, 1994.


                                      II-2
<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 or the 1994 Employee
Stock Purchase 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

                   ursuant 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
26th day of April, 1999.

                                 CREDENCE SYSTEMS CORPORATION


                                 By  /s/  DENNIS P. WOLF                        
                                   ---------------------------------------------
                                          Dennis P. Wolf
                                   Executive Vice President,
                                   Chief Financial Officer and  Secretary

                                      II-3
<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
Dennis P. Wolf and David A. Ranhoff,  the lawful attorneys and agents, with full
power and authority to do any and all acts and things and to execute any and all
instruments  which  said  attorney  and agent  determines  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/  DENNIS P. WOLF                  Executive Vice President, Chief Financial        April 23, 1999
------------------------------       Officer and Secretary
Dennis P. Wolf                       Principal Financial and Accounting Officer)



/s/  DAVID A. RANHOFF                Executive Vice President                         April 23, 1999
------------------------------
David A. Ranhoff


/s/  WILLIAM G. HOWARD, JR.          Chairman of the Board                            April 23, 1999
------------------------------
William G. Howard, Jr.


/s/  JOS. C. HENKENS                 Director                                         April 23, 1999
------------------------------
Jos C. Henkens


/s/  BERNARD V. VONDERSCHMITT        Director                                         April 23, 1999
------------------------------
Bernard V. Vonderschmitt


/s/  HENK J. EVENHUIS                Director                                         April 23, 1999
------------------------------
Henk J. Evenhuis
</TABLE>


                                      II-4


<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>    <C>    <C>    <C>    <C>    <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(c) of this Registration Statement.
     5.0              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
                      March 24, 1999).
    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).
    99.10             Credence Systems Corporation 1994 Employee Stock Purchase Plan (as amended and restated 
                      through March 24, 1999).
    99.11***          Form of Stock Purchase Agreement.
    99.12***          Form of Enrollment/Change Form.

</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.

    ***  Exhibits  99.11 and  99.12 are  incorporated  herein  by  reference  to
Exhibits 99.2 and 99.3, respectively, of Registrant's Registration Statement No.
33-76542 which was filed with the SEC on March 17, 1994.







<PAGE>


                                                                       EXHIBIT 5
                   OPINION OF BROBECK, PHLEGER & HARRISON LLP

                                            April 23, 1999

Credence Systems Corporation
215 Fourier Avenue
Fremont, CA  94539

          Re:    Credence Systems Corporation Registration Statement on Form S-8
                 for an aggregate of 1,707,818 Shares of Common Stock

Ladies and Gentlemen:

                  We have acted as counsel to Credence  Systems  Corporation,  a
Delaware  corporation  (the  "Company"),  in connection with the registration on
Form S-8 (the  "Registration  Statement")  under the  Securities Act of 1933, as
amended,  of an (i) additional  1,407,818  shares of the Company's  common stock
("Common  Stock")  authorized for issuance under the Company's 1993 Stock Option
Plan (the "Option  Plan") and (ii) an additional  300,000 shares of Common Stock
of the Company  under the  Company's  1994  Employee  Stock  Purchase  Plan (the
"Purchase Plan").

                  This  opinion  is  being  furnishe d in  accordance  with  the
requirements of Item 8 of Form S-8 and Item  601(b)(5)(i) of Regulation S-K.

                  We have  reviewed  the  Company's  charter  documents  and the
corporate  proceedings taken by the Company in connection with the establishment
and amendment of the Option Plan and the Purchase Plan. Based on such review, we
are of the  opinion  that if, as and when the shares of Common  Stock are issued
and sold (and the consideration therefor received) pursuant to the provisions of
option  agreements  duly  authorized  under the Option  Plan and stock  purchase
agreements  under the  Purchase  Plan and in  accordance  with the  Registration
Statement,  such shares will be duly authorized,  legally issued, fully paid and
non-assessable.

                  We consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement.

                  This opinion  letter is rendered as of the date first  written
above and we  disclaim  any  obligation  to advise you of facts,  circumstances,
events or developments which hereafter may be brought to our attention and which
may  alter,  affect or modify  the  opinion  expressed  herein.  Our  opinion is
expressly  limited  to the  matters  set forth  above and we render no  opinion,
whether by  implication  or otherwise,  as to any other matters  relating to the
Company,  the Option Plan and the  Purchase  Plan or the shares of Common  Stock
issuable under such plans.

                                Very truly yours,



                                BROBECK, PHLEGER & HARRISON LLP



<PAGE>


                                                                    EXHIBIT 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8  pertaining to the 1993 Stock Option Plan and the 1994  Employee  Stock
Purchase  Plan of Credence  Systems  Corporation,  of our report dated April 23,
1999 with  respect to the  consolidated  financial  statements  and  schedule of
Credence Systems Corporation  included in its Annual Report on Form 10-K for the
year ended October 31, 1998 filed with the Securities and Exchange Commission.


                                       ERNST & YOUNG LLP


San Jose, California
April 23, 1999



<PAGE>
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{"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": "333-77007", "film-number": "99600855"}, "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 April 26, 1999
                                              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
                        1994 Employee Stock Purchase Plan
                            (Full title of the plans)
                          
                               -------------------
                             William G. Howard, Jr.
                              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 Registered       Amount to be       Offering Price        Aggregate           Amount of
                                           Registered(1)       per Share(2)     Offering Price(2)    Registration Fee
======================================  ===================  =================  ==================  ===================
1993 Stock Option Plan                    1,407,818 shares        $28.60            $40,263,595.          $11,194.
----------------------                                            ------            ------------          --------
Common Stock, $0.001 par value

1994 Employee Stock Purchase Plan           300,000 shares        $28.60            $ 8,580,000.          $ 2,386.
---------------------------------                                 ------            ------------          --------
Common Stock, $0.001 par value
                                                                       Aggregate Registration Fee         $13,580.
======================================  ===================  =====================================  ===================
(1)  This  Registration  Statement  shall  also cover any  additional  shares of
     Registrant's  Common Stock which become issuable under the Credence Systems
     Corporation  1993 Stock Option Plan and the 1994  Employee  Stock  Purchase
     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 April
     22, 1999 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
                  yea r ended  October 31, 1998 filed  with  the SEC  on January
                  29, 1999;

     (b)          The  Registrant's Quarterly Report on Form 10-Q for the fiscal
                  quarter ended January 31, 1999 filed with the SEC on March 17,
                  1999; and

     (c)          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.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any  subsequently  filed document which also is deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

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 for (i) any breach of their duty of loyalty to the  corporation or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional misconduct or a knowing violation of law, (iii) unlawful payments of
dividends or unlawful  stock  repurchases  or redemptions as provided in Section
174 of the Delaware General  Corporation Law, or (iv) 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

                                      II-5

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(c) of this Registration Statement.
       5.0            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
                      March 24, 1999).
      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).
      99.10           Credence Systems Corporation 1994 Employee Stock Purchase Plan (as amended and restated
                      through March 24, 1999).
      99.11***        Form of Stock Purchase Agreement.
      99.12***        Form of Enrollment/Change Form.
*  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.

    ***  Exhibits  99.11 and  99.12 are  incorporated  herein  by  reference  to
Exhibits 99.2 and 99.3, respectively, of Registrant's Registration Statement No.
33-76542 which was filed with the SEC on March 17, 1994.

                                      II-2
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 or the 1994 Employee
Stock Purchase 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

                   ursuant 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
26th day of April, 1999.

                                 CREDENCE SYSTEMS CORPORATION

                                 By  /s/  DENNIS P. WOLF                        
                                   ---------------------------------------------
                                          Dennis P. Wolf
                                   Executive Vice President,
                                   Chief Financial Officer and  Secretary

                                      II-3
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
Dennis P. Wolf and David A. Ranhoff,  the lawful attorneys and agents, with full
power and authority to do any and all acts and things and to execute any and all
instruments  which  said  attorney  and agent  determines  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/  DENNIS P. WOLF                  Executive Vice President, Chief Financial        April 23, 1999
------------------------------       Officer and Secretary
Dennis P. Wolf                       Principal Financial and Accounting Officer)

/s/  DAVID A. RANHOFF                Executive Vice President                         April 23, 1999
------------------------------
David A. Ranhoff

/s/  WILLIAM G. HOWARD, JR.          Chairman of the Board                            April 23, 1999
------------------------------
William G. Howard, Jr.

/s/  JOS. C. HENKENS                 Director                                         April 23, 1999
------------------------------
Jos C. Henkens

/s/  BERNARD V. VONDERSCHMITT        Director                                         April 23, 1999
------------------------------
Bernard V. Vonderschmitt

/s/  HENK J. EVENHUIS                Director                                         April 23, 1999
------------------------------
Henk J. Evenhuis
II-4
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(c) of this Registration Statement.
     5.0              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
                      March 24, 1999).
    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).
    99.10             Credence Systems Corporation 1994 Employee Stock Purchase Plan (as amended and restated 
                      through March 24, 1999).
    99.11***          Form of Stock Purchase Agreement.
    99.12***          Form of Enrollment/Change Form.
*  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.

    ***  Exhibits  99.11 and  99.12 are  incorporated  herein  by  reference  to
Exhibits 99.2 and 99.3, respectively, of Registrant's Registration Statement No.
33-76542 which was filed with the SEC on March 17, 1994.
EXHIBIT 5
                   OPINION OF BROBECK, PHLEGER & HARRISON LLP

                                            April 23, 1999

Credence Systems Corporation
215 Fourier Avenue
Fremont, CA  94539

          Re:    Credence Systems Corporation Registration Statement on Form S-8
                 for an aggregate of 1,707,818 Shares of Common Stock

Ladies and Gentlemen:

                  We have acted as counsel to Credence  Systems  Corporation,  a
Delaware  corporation  (the  "Company"),  in connection with the registration on
Form S-8 (the  "Registration  Statement")  under the  Securities Act of 1933, as
amended,  of an (i) additional  1,407,818  shares of the Company's  common stock
("Common  Stock")  authorized for issuance under the Company's 1993 Stock Option
Plan (the "Option  Plan") and (ii) an additional  300,000 shares of Common Stock
of the Company  under the  Company's  1994  Employee  Stock  Purchase  Plan (the
"Purchase Plan").

                  This  opinion  is  being  furnishe d in  accordance  with  the
requirements of Item 8 of Form S-8 and Item  601(b)(5)(i) of Regulation S-K.

                  We have  reviewed  the  Company's  charter  documents  and the
corporate  proceedings taken by the Company in connection with the establishment
and amendment of the Option Plan and the Purchase Plan. Based on such review, we
are of the  opinion  that if, as and when the shares of Common  Stock are issued
and sold (and the consideration therefor received) pursuant to the provisions of
option  agreements  duly  authorized  under the Option  Plan and stock  purchase
agreements  under the  Purchase  Plan and in  accordance  with the  Registration
Statement,  such shares will be duly authorized,  legally issued, fully paid and
non-assessable.

                  We consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement.

                  This opinion  letter is rendered as of the date first  written
above and we  disclaim  any  obligation  to advise you of facts,  circumstances,
events or developments which hereafter may be brought to our attention and which
may  alter,  affect or modify  the  opinion  expressed  herein.  Our  opinion is
expressly  limited  to the  matters  set forth  above and we render no  opinion,
whether by  implication  or otherwise,  as to any other matters  relating to the
Company,  the Option Plan and the  Purchase  Plan or the shares of Common  Stock
issuable under such plans.

                                Very truly yours,

                                BROBECK, PHLEGER & HARRISON LLP
EXHIBIT 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the  incorporation by reference in the  Registration  Statement on
Form S-8  pertaining to the 1993 Stock Option Plan and the 1994  Employee  Stock
Purchase  Plan of Credence  Systems  Corporation,  of our report dated April 23,
1999 with  respect to the  consolidated  financial  statements  and  schedule of
Credence Systems Corporation  included in its Annual Report on Form 10-K for the
year ended October 31, 1998 filed with the Securities and Exchange Commission.

                                       ERNST & YOUNG LLP

San Jose, California
April 23, 1999