content: <PAGE>
   
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
  
                                  _______________
  
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  
                       Pursuant to Section 13 or 15(d) of the
  
                          Securities Exchange Act of 1934
  
                                 SEPTEMBER 5, 1997
                                 -----------------
                  Date of Report (Date of earliest event reported)
  
  
                            CREDENCE SYSTEMS CORPORATION
                            ----------------------------
                 (Exact name of registrant as specified in charter)
  
           DELAWARE                    0-22366                94-2878499
  - -------------------------------   -------------        ---------------------
  (State or other jurisdiction       (Commission             (IRS Employer
       of incorporation)             File Number)         Identification No.)
  
  
  215 FOURIER AVENUE, FREMONT, CALIFORNIA  94539                92126
  - ----------------------------------------------------------------------------
     (Address of principal executive offices)                 (Zip Code)
  
  
  Registrant's telephone number, including area code    (510) 657-7400
                                                        --------------
  
  
                                        N/A
  - ----------------------------------------------------------------------------
          (Former name or former address, if changed since last report.)
  
  <PAGE>
   
  Item 5.  Other Events.
  
       In a press release disseminated on September 5, 1997, the Registrant 
  publicly announced that it has sold $100 million of 5 1/4% convertible
  subordinated notes due 2002. The Offering is expected to close on September 10,
  1997 and the Registrant has granted to the initial purchaser a 30-day option to
  purchase an additional $15 million of notes to cover over-allotments, if any. A
  copy of the press release is attached hereto and incorporated herein by
  reference.
  
  Item 7.  Financial Statements and Exhibits
  
       A copy of Registrant's press release announcing a private placement of
  convertible subordinated notes is attached hereto as an exhibit and incorporated
  herein by reference.
  
  <PAGE>
   
                                     SIGNATURES
                                     ----------
  
            Pursuant to the requirements of the Securities Exchange Act of 1934,
  the Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
                                      CREDENCE SYSTEMS CORPORATION
                                      ----------------------------
                                           (Registrant)
  
  
  Date:  September 5, 1997        By  /s/ Richard Y. Okumoto
                                    ----------------------------
                                      Name:   Richard Y. Okumoto
                                      Title:  Executive Vice President, Chief
                                              Financial Officer and Secretary
  
  <PAGE>
   
                                 INDEX TO EXHIBITS
  
   
      Exhibit No.               Description                            Page
      -----------               -----------                            ----
  
      99.1             Press Release disseminated September 5, 1997
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "CURRENT REPORT FILED ON FORM 8-K", "secsgml_size_bytes": 3405}]
metadata_filer: {"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": "8-K", "file-number": "000-22366", "film-number": "97677068"}, "business-address": {"street1": "42808 CHRISTY ST", "city": "FREMONT", "state": "CA", "zip": "94538", "phone": "5106577400"}, "mail-address": {"street1": "42808 CHRISTY STREET", "city": "FREMONT", "state": "CA", "zip": "94538"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                  _______________
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                       Pursuant to Section 13 or 15(d) of the
  
                          Securities Exchange Act of 1934
  
                                 SEPTEMBER 5, 1997
                                 -----------------
                  Date of Report (Date of earliest event reported)
  
                            CREDENCE SYSTEMS CORPORATION
                            ----------------------------
                 (Exact name of registrant as specified in charter)
  
           DELAWARE                    0-22366                94-2878499
  - -------------------------------   -------------        ---------------------
  (State or other jurisdiction       (Commission             (IRS Employer
       of incorporation)             File Number)         Identification No.)
  
  215 FOURIER AVENUE, FREMONT, CALIFORNIA  94539                92126
  - ----------------------------------------------------------------------------
     (Address of principal executive offices)                 (Zip Code)
  
  Registrant's telephone number, including area code    (510) 657-7400
                                                        --------------
  
                                        N/A
  - ----------------------------------------------------------------------------
          (Former name or former address, if changed since last report.)
  Item 5.  Other Events.
  
       In a press release disseminated on September 5, 1997, the Registrant 
  publicly announced that it has sold $100 million of 5 1/4% convertible
  subordinated notes due 2002. The Offering is expected to close on September 10,
  1997 and the Registrant has granted to the initial purchaser a 30-day option to
  purchase an additional $15 million of notes to cover over-allotments, if any. A
  copy of the press release is attached hereto and incorporated herein by
  reference.
  
  Item 7.  Financial Statements and Exhibits
  
       A copy of Registrant's press release announcing a private placement of
  convertible subordinated notes is attached hereto as an exhibit and incorporated
  herein by reference.
  SIGNATURES
                                     ----------
  
            Pursuant to the requirements of the Securities Exchange Act of 1934,
  the Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                      CREDENCE SYSTEMS CORPORATION
                                      ----------------------------
                                           (Registrant)
  
  Date:  September 5, 1997        By  /s/ Richard Y. Okumoto
                                    ----------------------------
                                      Name:   Richard Y. Okumoto
                                      Title:  Executive Vice President, Chief
                                              Financial Officer and Secretary
  INDEX TO EXHIBITS
  
   
      Exhibit No.               Description                            Page
      -----------               -----------                            ----
  
      99.1             Press Release disseminated September 5, 1997