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
  
  
  Date of Report (Date of earliest event reported) JUNE 1, 1998
                                                   ------------
  
  
                          CREDENCE SYSTEMS CORPORATION
  --------------------------------------------------------------------------------
                 (Exact name of registrant as specified in charter)
  
   
             DELAWARE                   000-22366                 94-2878499
  ------------------------------       -----------            ------------------
  (State or other jurisdiction         (Commission              (IRS Employer
      of incorporation)                File Number)           Identification No.)
   
  
  215 FOURIER AVENUE, FREMONT, CALIFORNIA                        94539
  ---------------------------------------                        -----
  (Address of principal executive offices)                    (Zip Code)
  
  
  
  Registrant's telephone number, including area code  (510) 657-7400
                                                      --------------
  
  
                                        NONE
                                        ----
           (Former name or former address, if changed since last report.)
  <PAGE>
   
  Item 5.  Other Events.
           ------------ 
  
            On June 1, 1998, the Board of Directors of Credence Systems
  Corporation, a Delaware corporation (the "Company"), authorized the declaration
  of a dividend of one preferred share purchase right (a "Right") for each
  outstanding share of Common Stock (the "Common Stock"), par value $0.01 per
  share, of the Company.  The dividend is payable on June 22, 1998 (the "Record
  Date") to the stockholders of record on that date.  Each Right entitles the
  registered holder to purchase from the Company one one-thousandth of a share (a
  "Unit") of Series A Junior Participating Preferred Stock, par value $0.001 per
  share (the "Series A Preferred Stock"), of the Company at a price of $165.00 per
  Unit (the "Purchase Price"), subject to adjustment.  The description and terms
  of the Rights are to be set forth in a Rights Agreement (the "Rights Agreement")
  between the Company and BankBoston, N.A., as Rights Agent (the "Rights Agent").
  
            Until the earlier to occur of (i) the close of business on the first
  date of a public announcement that a person or group of affiliated or associated
  persons (an "Acquiring Person") have acquired beneficial ownership of 15% or
  more of the outstanding Common Stock or (ii) 10 business days (or such later
  date as may be determined by action of the Board of Directors prior to such time
  as any Person becomes an Acquiring Person) following the commencement of, or
  announcement of an intention to make, a tender offer or exchange offer the
  consummation of which would result in the beneficial ownership by a person or
  group of 15% or more of such outstanding Common Stock (the earlier of such dates
  being called the "Distribution Date"), the Rights will be evidenced, with
  respect to any of the Common Stock certificates outstanding as of the Record
  Date, by such Common Stock certificate with a copy of this Summary of Rights
  attached thereto.
  
            The Rights Agreement provides that, until the Distribution Date, the
  Rights will be transferred with and only with the Common Stock.  Until the
  Distribution Date (or earlier redemption or expiration of the Rights), new
  Common Stock certificates issued after the Record Date, upon transfer or new
  issuance of Common Stock will contain a notation incorporating the Rights
  Agreement by reference.  Until the Distribution Date (or earlier redemption or
  expiration of the Rights), the surrender for transfer of any certificates for
  Common Stock, outstanding as of the Record Date, even without such notation or a
  copy of this Summary of Rights being attached thereto, will also constitute the
  transfer of the Rights associated with the Common Stock represented by such
  certificate.  As soon as practicable following the Distribution Date, separate
  certificates evidencing the Rights ("Rights Certificates") will be mailed to
  holders of record of the Common Stock as of the Close of Business on the
  Distribution Date and such separate Rights Certificates alone will evidence the
  Rights.
  
            The Rights are not exercisable until the Distribution Date.  The
  Rights will expire at the close of business on June 1, 2008, unless the Final
  Expiration Date is extended or unless the Rights are earlier redeemed or
  exchanged by the Company, in each case as described below.
  
            The Purchase Price payable, and the number of Units of Series A
  Preferred Stock or other securities or property issuable, upon exercise of the
  Rights are subject to adjustment from time to time to prevent dilution (i) in
  the event of a stock dividend on, or a subdivision, combination or
  reclassification of, the Series A Preferred Stock, (ii) upon the grant to
  holders of the Units of Series A Preferred Stock of certain rights or war rants
  to subscribe for or purchase Units of Series A Preferred Stock at a price, or
  securities convertible into Units of Series A Preferred Stock with a conversion
  price, less than the then current market price of the Units of Series A
  Preferred Stock or (iii) upon the distribution to holders of the Units of Series
  A Preferred Stock of evidences of indebtedness or assets (excluding regular
  periodic cash dividends paid out of earnings or retained earnings or dividends
  payable in Units of Series A Preferred Stock) or of subscription rights or
  warrants (other than those referred to above).
  
            The number of outstanding Rights and the number of Units of Series A
  Preferred Stock issuable upon exercise of each Rights are also subject to
  adjustment in the event of a stock split of the Common Stock or a stock dividend
  on the Common Stock payable in Common Stock or subdivisions, consolidations or
  combinations of the Common Stock occurring, in any such case, prior to the
  Distribution Date.
  
                                         2.
  <PAGE>
   
            Units of Series A Preferred Stock purchasable upon exercise of the
  Rights will not be redeemable.  Each Unit of Series A Preferred Stock will be
  entitled to an aggregate dividend of 1,000 times the dividend declared per share
  of Common Stock.  In the event of liquidation, the holders of the Units of
  Series A Preferred Stock will be entitled to an aggregate payment of 1,000 times
  the payment made per share of Common Stock.  Each Unit of Series A Preferred
  Stock will have 1,000 votes, voting together with the Common Stock.  Finally, in
  the event of any merger, consolidation or other transaction in which shares of
  Common Stock are exchanged, each Unit of Series A Preferred Stock will be
  entitled to receive 1,000 times the amount received per share of Common Stock.
  These rights are protected by customary antidilution provisions.
  
            Because of the nature of the dividend, liquidation and voting rights,
  the value of the Series A Preferred Stock, the Units of Series A Preferred Stock
  purchasable upon exercise of each Rights should approximate the value of one
  share of Common Stock.
  
            In the event that, after the Rights become exercisable, the Company is
  acquired in a merger or other business combination transaction with an Acquiring
  Person or an affiliate thereof, or 50% or more of its consolidated assets or
  earning power are sold to an Acquiring Person or an affiliate thereof, proper
  provision will be made so that each holder of a Rights will thereafter have the
  right to receive, upon exercise thereof at the then current exercise price of
  the Rights, that number of shares of common stock of the acquiring company which
  at the time of such transaction will have a market value of two times the
  exercise price of the Rights.
  
            In the event that any person or group of affiliated or associated
  persons becomes the beneficial owner of 15% or more (or such greater percentage
  amount as is held by Persons or groups on June 1, 1998; such greater percentage
  limit to be permanently ratcheted downward as such Persons' or group's
  percentage ownership may decrease from time to time) of the outstanding shares
  of Common Stock proper provision shall be made so that each holder of a Right,
  other than Rights beneficially owned by the Acquiring Person (which will
  thereafter be void), will thereafter have the right to receive upon exercise
  that number of shares of Common Stock or Units of Series A Preferred Stock (or
  cash, other securities or property) having a market value of two times the
  exercise price of the Rights.
  
            At any time after the acquisition by a person or group of affiliated
  or associated persons of beneficial ownership of 15% or more (or such greater
  percentage amount as is held by Persons or groups on June 1, 1998; such greater
  percentage limit to be permanently ratcheted downward as such Persons' or
  group's percentage ownership may decrease from time to time) of the outstanding
  shares of Common Stock and prior to the acquisition by such person or group of
  50% or more of the outstanding Common Stock, the Board of Directors of the
  Company may exchange the Rights (other than Rights owned by such person or group
  which have become void), in whole or in part, at an exchange ratio of one Unit
  of Series A Preferred Stock (subject to adjustment) which shall equal, subject
  to adjustment to reflect stock splits, stock dividends and similar transactions
  occurring after the date hereof, that number obtained by dividing the Purchase
  Price by the then current per share market price per Unit of Series A Preferred
  Stock on the earlier of (i) the date on which any Person becomes an Acquiring
  Person and (ii) the date on which a tender or exchange offer is announced by any
  Person, if upon consummation thereof such Person would be the Beneficial Owner
  of 15% or more of the shares of Company Common Stock then outstanding.
  
            With certain exceptions, no adjustment in the Purchase Price will be
  required until cumulative adjustments require an adjustment of at least 1% in
  such Purchase Price.  No fractional shares of Series A Preferred Stock will be
  issued (other than fractions which are integral multiples of one one-thousandth
  of a share of Series A Preferred Stock, which may, at the election of the
  Company, be evidenced by depositary receipts) and, in lieu thereof, an
  adjustment in cash will be made based on the market price of the Units of Series
  A Preferred Stock on the last trading day prior to the date of exercise.
  
            At any time on or prior to the close of business on the first date of
  a public announcement that a person or group of affiliated or associated persons
  acquire beneficial ownership of 15% or more (or such greater percentage amount
  as is held by Persons or groups on June 1, 1998; such greater percentage limit
  to be
  
                                         3.
  <PAGE>
   
  permanently ratcheted downward as such Persons' or group's percentage ownership
  may decrease from time to time) of the outstanding Common Stock (unless the
  Board of Directors extends such ten-day period), the Board of Directors of the
  Company may redeem the Rights in whole, but not in part, at a price of $0.001
  per Right (the "Redemption Price").  The redemption of the rights may be made
  effective at such time on such basis and with such conditions as the Board of
  Directors in its sole discretion may establish.  Immediately upon any redemption
  of the Rights, the right to exercise the Rights will terminate and the only
  right of the holders of Rights will be to receive the Redemption Price.  The
  Rights are also redeemable under other circumstances as specified in the Rights
  Agreement.
  
            The terms of the Rights may be amended by the Board of Directors of
  the Company without the consent of the holders of the Rights, except that from
  and after a Distribution Date no such amendment may adversely affect the
  interests of the holders of the Rights.
  
            Until a Right is exercised, the holder thereof, as such, will have no
  rights as a stockholder of the Company, including, without limitation, the right
  to vote or to receive dividends.
  
            The Rights have certain anti-takeover effects.  The Rights will cause
  substantial dilution to a person or group that attempts to acquire the Company
  on terms not approved by the Company's Board of Directors, except pursuant to an
  offer conditioned on a substantial number of Rights being acquired.  The Rights
  should not interfere with any merger or other business combination approved by
  the Board of Directors since the Rights may be redeemed by the Company at the
  Redemption Price prior to the occurrence of a Distribution Date.
  
            A form of the Rights Agreement to be entered into between the Company
  and the Rights Agent, specifying the terms of the Rights, is attached hereto as
  an exhibit and is incorporated herein by reference.  The foregoing description
  of the Rights is qualified in its entirety by reference to such exhibit.  The
  Certificate of Designation for the Series A Junior Participating Preferred Stock
  is attached hereto as an exhibit.  The foregoing description of the Series A
  Junior Participating Preferred Stock is qualified in its entirety by reference
  to such exhibit.
  
  
  Item 7.   Financial Statements and Exhibits.
            --------------------------------- 
  
  
       Exhibit 4 Form of Rights Agreement, dated as of June 2, 1998, between the 
                 Company and BankBoston, N.A., which includes the form of
                 Certificate of Designation for the Series A Junior
                 Participating Preferred Stock as Exhibit A, the form of Rights
                 Certificate as Exhibit B and the Summary of Rights to Purchase
                 Series A Preferred Shares as Exhibit C. Pursuant to the Rights
                 Agreement, printed Right Certificates will not be mailed until
                 as soon as practicable after the earlier of (i) the close of
                 business on the first date of a public announcement that a
                 person or group has acquired beneficial ownership of 15% or
                 more of the shares of Common Stock or (ii) the tenth (10th)
                 business day (or such later date as may be determined by action
                 of the Board of Directors) after a person commences, or
                 announces its intention to commence, a tender offer or exchange
                 offer the consummation of which would result in the beneficial
                 ownership by a person or group of 15% or more of the shares of
                 Common Stock.
  
     Exhibit 21  Press Release dated June 1, 1998 regarding the Rights Agreement.
  
                                         4.
  <PAGE>
   
                                     SIGNATURE
  
    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 thereunto duly authorized.
  
  
                                CREDENCE SYSTEMS CORPORATION
  
  
  
  DATE:  June 1, 1998           By:  /s/ Wilmer R. Bottoms
                                     ------------------------------------
                                     Name:   Wilmer R. Bottoms
                                     Title:  Chief Executive Officer
  
                                         5.
  <PAGE>
   
                                   EXHIBIT INDEX
                                          
  EXHIBIT
  NUMBER                   DOCUMENT DESCRIPTION
  ------                   --------------------
  
  
    4       Form of Rights Agreement, dated as of June 2, 1998, between the 
            Company and BankBoston, N.A., which includes the form of Certificate
            of Designation for the Series A Junior Participating Preferred Stock
            as Exhibit A, the form of Rights Certificate as Exhibit B and the
            Summary of Rights to Purchase Series A Preferred Shares as Exhibit
            C. Pursuant to the Rights Agreement, printed Right Cer tificates
            will not be mailed until as soon as practicable after the earlier of
            (i) the close of business on the first date of a public announcement
            that a person or group has acquired beneficial ownership of 15% or
            more of the shares of Common Stock or (ii) the tenth (10th) business
            day (or such later date as may be determined by action of the Board
            of Directors) after a person commences, or announces its intention
            to commence, a tender offer or exchange offer the consummation of
            which would result in the beneficial ownership by a person or group
            of 15% or more of the shares of Common Stock.
  
       21   Press Release dated June 1, 1998 regarding the Rights Agreement.
  
   
  
                                         6.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 17156}]
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", "act": "34", "file-number": "000-22366", "film-number": "98641811"}, "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"}}
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
  
  Date of Report (Date of earliest event reported) JUNE 1, 1998
                                                   ------------
  
                          CREDENCE SYSTEMS CORPORATION
  --------------------------------------------------------------------------------
                 (Exact name of registrant as specified in charter)
  
   
             DELAWARE                   000-22366                 94-2878499
  ------------------------------       -----------            ------------------
  (State or other jurisdiction         (Commission              (IRS Employer
      of incorporation)                File Number)           Identification No.)
   
  
  215 FOURIER AVENUE, FREMONT, CALIFORNIA                        94539
  ---------------------------------------                        -----
  (Address of principal executive offices)                    (Zip Code)
  
  Registrant's telephone number, including area code  (510) 657-7400
                                                      --------------
  
                                        NONE
                                        ----
           (Former name or former address, if changed since last report.)
  Item 5.  Other Events.
           ------------ 
  
            On June 1, 1998, the Board of Directors of Credence Systems
  Corporation, a Delaware corporation (the "Company"), authorized the declaration
  of a dividend of one preferred share purchase right (a "Right") for each
  outstanding share of Common Stock (the "Common Stock"), par value $0.01 per
  share, of the Company.  The dividend is payable on June 22, 1998 (the "Record
  Date") to the stockholders of record on that date.  Each Right entitles the
  registered holder to purchase from the Company one one-thousandth of a share (a
  "Unit") of Series A Junior Participating Preferred Stock, par value $0.001 per
  share (the "Series A Preferred Stock"), of the Company at a price of $165.00 per
  Unit (the "Purchase Price"), subject to adjustment.  The description and terms
  of the Rights are to be set forth in a Rights Agreement (the "Rights Agreement")
  between the Company and BankBoston, N.A., as Rights Agent (the "Rights Agent").
  
            Until the earlier to occur of (i) the close of business on the first
  date of a public announcement that a person or group of affiliated or associated
  persons (an "Acquiring Person") have acquired beneficial ownership of 15% or
  more of the outstanding Common Stock or (ii) 10 business days (or such later
  date as may be determined by action of the Board of Directors prior to such time
  as any Person becomes an Acquiring Person) following the commencement of, or
  announcement of an intention to make, a tender offer or exchange offer the
  consummation of which would result in the beneficial ownership by a person or
  group of 15% or more of such outstanding Common Stock (the earlier of such dates
  being called the "Distribution Date"), the Rights will be evidenced, with
  respect to any of the Common Stock certificates outstanding as of the Record
  Date, by such Common Stock certificate with a copy of this Summary of Rights
  attached thereto.
  
            The Rights Agreement provides that, until the Distribution Date, the
  Rights will be transferred with and only with the Common Stock.  Until the
  Distribution Date (or earlier redemption or expiration of the Rights), new
  Common Stock certificates issued after the Record Date, upon transfer or new
  issuance of Common Stock will contain a notation incorporating the Rights
  Agreement by reference.  Until the Distribution Date (or earlier redemption or
  expiration of the Rights), the surrender for transfer of any certificates for
  Common Stock, outstanding as of the Record Date, even without such notation or a
  copy of this Summary of Rights being attached thereto, will also constitute the
  transfer of the Rights associated with the Common Stock represented by such
  certificate.  As soon as practicable following the Distribution Date, separate
  certificates evidencing the Rights ("Rights Certificates") will be mailed to
  holders of record of the Common Stock as of the Close of Business on the
  Distribution Date and such separate Rights Certificates alone will evidence the
  Rights.
  
            The Rights are not exercisable until the Distribution Date.  The
  Rights will expire at the close of business on June 1, 2008, unless the Final
  Expiration Date is extended or unless the Rights are earlier redeemed or
  exchanged by the Company, in each case as described below.
  
            The Purchase Price payable, and the number of Units of Series A
  Preferred Stock or other securities or property issuable, upon exercise of the
  Rights are subject to adjustment from time to time to prevent dilution (i) in
  the event of a stock dividend on, or a subdivision, combination or
  reclassification of, the Series A Preferred Stock, (ii) upon the grant to
  holders of the Units of Series A Preferred Stock of certain rights or war rants
  to subscribe for or purchase Units of Series A Preferred Stock at a price, or
  securities convertible into Units of Series A Preferred Stock with a conversion
  price, less than the then current market price of the Units of Series A
  Preferred Stock or (iii) upon the distribution to holders of the Units of Series
  A Preferred Stock of evidences of indebtedness or assets (excluding regular
  periodic cash dividends paid out of earnings or retained earnings or dividends
  payable in Units of Series A Preferred Stock) or of subscription rights or
  warrants (other than those referred to above).
  
            The number of outstanding Rights and the number of Units of Series A
  Preferred Stock issuable upon exercise of each Rights are also subject to
  adjustment in the event of a stock split of the Common Stock or a stock dividend
  on the Common Stock payable in Common Stock or subdivisions, consolidations or
  combinations of the Common Stock occurring, in any such case, prior to the
  Distribution Date.
  
                                         2.
  Units of Series A Preferred Stock purchasable upon exercise of the
  Rights will not be redeemable.  Each Unit of Series A Preferred Stock will be
  entitled to an aggregate dividend of 1,000 times the dividend declared per share
  of Common Stock.  In the event of liquidation, the holders of the Units of
  Series A Preferred Stock will be entitled to an aggregate payment of 1,000 times
  the payment made per share of Common Stock.  Each Unit of Series A Preferred
  Stock will have 1,000 votes, voting together with the Common Stock.  Finally, in
  the event of any merger, consolidation or other transaction in which shares of
  Common Stock are exchanged, each Unit of Series A Preferred Stock will be
  entitled to receive 1,000 times the amount received per share of Common Stock.
  These rights are protected by customary antidilution provisions.
  
            Because of the nature of the dividend, liquidation and voting rights,
  the value of the Series A Preferred Stock, the Units of Series A Preferred Stock
  purchasable upon exercise of each Rights should approximate the value of one
  share of Common Stock.
  
            In the event that, after the Rights become exercisable, the Company is
  acquired in a merger or other business combination transaction with an Acquiring
  Person or an affiliate thereof, or 50% or more of its consolidated assets or
  earning power are sold to an Acquiring Person or an affiliate thereof, proper
  provision will be made so that each holder of a Rights will thereafter have the
  right to receive, upon exercise thereof at the then current exercise price of
  the Rights, that number of shares of common stock of the acquiring company which
  at the time of such transaction will have a market value of two times the
  exercise price of the Rights.
  
            In the event that any person or group of affiliated or associated
  persons becomes the beneficial owner of 15% or more (or such greater percentage
  amount as is held by Persons or groups on June 1, 1998; such greater percentage
  limit to be permanently ratcheted downward as such Persons' or group's
  percentage ownership may decrease from time to time) of the outstanding shares
  of Common Stock proper provision shall be made so that each holder of a Right,
  other than Rights beneficially owned by the Acquiring Person (which will
  thereafter be void), will thereafter have the right to receive upon exercise
  that number of shares of Common Stock or Units of Series A Preferred Stock (or
  cash, other securities or property) having a market value of two times the
  exercise price of the Rights.
  
            At any time after the acquisition by a person or group of affiliated
  or associated persons of beneficial ownership of 15% or more (or such greater
  percentage amount as is held by Persons or groups on June 1, 1998; such greater
  percentage limit to be permanently ratcheted downward as such Persons' or
  group's percentage ownership may decrease from time to time) of the outstanding
  shares of Common Stock and prior to the acquisition by such person or group of
  50% or more of the outstanding Common Stock, the Board of Directors of the
  Company may exchange the Rights (other than Rights owned by such person or group
  which have become void), in whole or in part, at an exchange ratio of one Unit
  of Series A Preferred Stock (subject to adjustment) which shall equal, subject
  to adjustment to reflect stock splits, stock dividends and similar transactions
  occurring after the date hereof, that number obtained by dividing the Purchase
  Price by the then current per share market price per Unit of Series A Preferred
  Stock on the earlier of (i) the date on which any Person becomes an Acquiring
  Person and (ii) the date on which a tender or exchange offer is announced by any
  Person, if upon consummation thereof such Person would be the Beneficial Owner
  of 15% or more of the shares of Company Common Stock then outstanding.
  
            With certain exceptions, no adjustment in the Purchase Price will be
  required until cumulative adjustments require an adjustment of at least 1% in
  such Purchase Price.  No fractional shares of Series A Preferred Stock will be
  issued (other than fractions which are integral multiples of one one-thousandth
  of a share of Series A Preferred Stock, which may, at the election of the
  Company, be evidenced by depositary receipts) and, in lieu thereof, an
  adjustment in cash will be made based on the market price of the Units of Series
  A Preferred Stock on the last trading day prior to the date of exercise.
  
            At any time on or prior to the close of business on the first date of
  a public announcement that a person or group of affiliated or associated persons
  acquire beneficial ownership of 15% or more (or such greater percentage amount
  as is held by Persons or groups on June 1, 1998; such greater percentage limit
  to be
  
                                         3.
  permanently ratcheted downward as such Persons' or group's percentage ownership
  may decrease from time to time) of the outstanding Common Stock (unless the
  Board of Directors extends such ten-day period), the Board of Directors of the
  Company may redeem the Rights in whole, but not in part, at a price of $0.001
  per Right (the "Redemption Price").  The redemption of the rights may be made
  effective at such time on such basis and with such conditions as the Board of
  Directors in its sole discretion may establish.  Immediately upon any redemption
  of the Rights, the right to exercise the Rights will terminate and the only
  right of the holders of Rights will be to receive the Redemption Price.  The
  Rights are also redeemable under other circumstances as specified in the Rights
  Agreement.
  
            The terms of the Rights may be amended by the Board of Directors of
  the Company without the consent of the holders of the Rights, except that from
  and after a Distribution Date no such amendment may adversely affect the
  interests of the holders of the Rights.
  
            Until a Right is exercised, the holder thereof, as such, will have no
  rights as a stockholder of the Company, including, without limitation, the right
  to vote or to receive dividends.
  
            The Rights have certain anti-takeover effects.  The Rights will cause
  substantial dilution to a person or group that attempts to acquire the Company
  on terms not approved by the Company's Board of Directors, except pursuant to an
  offer conditioned on a substantial number of Rights being acquired.  The Rights
  should not interfere with any merger or other business combination approved by
  the Board of Directors since the Rights may be redeemed by the Company at the
  Redemption Price prior to the occurrence of a Distribution Date.
  
            A form of the Rights Agreement to be entered into between the Company
  and the Rights Agent, specifying the terms of the Rights, is attached hereto as
  an exhibit and is incorporated herein by reference.  The foregoing description
  of the Rights is qualified in its entirety by reference to such exhibit.  The
  Certificate of Designation for the Series A Junior Participating Preferred Stock
  is attached hereto as an exhibit.  The foregoing description of the Series A
  Junior Participating Preferred Stock is qualified in its entirety by reference
  to such exhibit.
  
  Item 7.   Financial Statements and Exhibits.
            --------------------------------- 
  
       Exhibit 4 Form of Rights Agreement, dated as of June 2, 1998, between the 
                 Company and BankBoston, N.A., which includes the form of
                 Certificate of Designation for the Series A Junior
                 Participating Preferred Stock as Exhibit A, the form of Rights
                 Certificate as Exhibit B and the Summary of Rights to Purchase
                 Series A Preferred Shares as Exhibit C. Pursuant to the Rights
                 Agreement, printed Right Certificates will not be mailed until
                 as soon as practicable after the earlier of (i) the close of
                 business on the first date of a public announcement that a
                 person or group has acquired beneficial ownership of 15% or
                 more of the shares of Common Stock or (ii) the tenth (10th)
                 business day (or such later date as may be determined by action
                 of the Board of Directors) after a person commences, or
                 announces its intention to commence, a tender offer or exchange
                 offer the consummation of which would result in the beneficial
                 ownership by a person or group of 15% or more of the shares of
                 Common Stock.
  
     Exhibit 21  Press Release dated June 1, 1998 regarding the Rights Agreement.
  
                                         4.
  SIGNATURE
  
    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 thereunto duly authorized.
  
                                CREDENCE SYSTEMS CORPORATION
  
  DATE:  June 1, 1998           By:  /s/ Wilmer R. Bottoms
                                     ------------------------------------
                                     Name:   Wilmer R. Bottoms
                                     Title:  Chief Executive Officer
  
                                         5.
  EXHIBIT INDEX
                                          
  EXHIBIT
  NUMBER                   DOCUMENT DESCRIPTION
  ------                   --------------------
  
    4       Form of Rights Agreement, dated as of June 2, 1998, between the 
            Company and BankBoston, N.A., which includes the form of Certificate
            of Designation for the Series A Junior Participating Preferred Stock
            as Exhibit A, the form of Rights Certificate as Exhibit B and the
            Summary of Rights to Purchase Series A Preferred Shares as Exhibit
            C. Pursuant to the Rights Agreement, printed Right Cer tificates
            will not be mailed until as soon as practicable after the earlier of
            (i) the close of business on the first date of a public announcement
            that a person or group has acquired beneficial ownership of 15% or
            more of the shares of Common Stock or (ii) the tenth (10th) business
            day (or such later date as may be determined by action of the Board
            of Directors) after a person commences, or announces its intention
            to commence, a tender offer or exchange offer the consummation of
            which would result in the beneficial ownership by a person or group
            of 15% or more of the shares of Common Stock.
  
       21   Press Release dated June 1, 1998 regarding the Rights Agreement.
  
   
  
                                         6.