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
  
                                 FEBRUARY 17, 1998
                          ______________________________
                 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
  ________________________________________________________________________________
         (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.
  
           On February 17, 1998, the Registrant issued a press release reporting
  the financial results for its first quarter ended January 31, 1998.
  
  
  Item 7.  Exhibits.
  
           A copy of the Registrant's press release announcing its financial
  results for the first quarter ended January 31, 1998 is attached hereto as
  Exhibit 99.1 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:  February 23, 1998            By  /s/ Jerry Bruce
                                        -----------------
                                      Name:  Jerry Bruce
                                      Title:  Acting Chief Financial Officer, Vice
                                              President and Controller
  <PAGE>
   
                                 INDEX TO EXHIBITS
  
  
  
   
      Exhibit No.               Description                               Page
      -----------               -----------                               ----
  
      99.1          Press Release disseminated February 17, 1998
                    regarding the Registrant's financial results
                    for the first quarter ended January 31, 1998.
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3214}]
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": "98547568"}, "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
  
                                 FEBRUARY 17, 1998
                          ______________________________
                 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
  ________________________________________________________________________________
         (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.
  
           On February 17, 1998, the Registrant issued a press release reporting
  the financial results for its first quarter ended January 31, 1998.
  
  Item 7.  Exhibits.
  
           A copy of the Registrant's press release announcing its financial
  results for the first quarter ended January 31, 1998 is attached hereto as
  Exhibit 99.1 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:  February 23, 1998            By  /s/ Jerry Bruce
                                        -----------------
                                      Name:  Jerry Bruce
                                      Title:  Acting Chief Financial Officer, Vice
                                              President and Controller
  INDEX TO EXHIBITS
  
   
      Exhibit No.               Description                               Page
      -----------               -----------                               ----
  
      99.1          Press Release disseminated February 17, 1998
                    regarding the Registrant's financial results
                    for the first quarter ended January 31, 1998.