8-K

UNITED STATES
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)         January 31, 2008        

         ZYGO CORPORATION          
(Exact Name of Registrant as Specified in its Charter)

Delaware	0-12944	06-0864500
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)
Laurel Brook Road, Middlefield, CT		06455-0448
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code:      (860) 347-8506

Not Applicable
_______________________________________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)

     Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On January 31, 2008, Zygo Corporation announced its second quarter fiscal 2008 results. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)	Exhibits
	99.1	Press Release, dated January 31, 2008, issued by Zygo Corporation which announced its second quarter fiscal 2008 results.

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.

	ZYGO CORPORATION
Date: January 31, 2008	By:	/s/ Walter A. Shephard
		Name: Walter A. Shephard
		Title: Vice President Finance, CFO,
		and Treasurer

EXHIBIT INDEX

99.1      Press Release, dated January 31, 2008, issued by Zygo Corporation which announced its second quarter fiscal 2008 results.

EX-99.1

Exhibit 99.1

For Further Information Call:
Walter A. Shephard
Vice President Finance, CFO, and Treasurer
Voice: 860-704-3955
inquire@zygo.com

For Immediate Release

ZYGO ANNOUNCES SECOND QUARTER FISCAL 2008 RESULTS

MIDDLEFIELD, CT, JANUARY 31, 2008 – Zygo Corporation (NASDAQ: ZIGO) today announced net earnings of $1.2 million, or $0.07 per diluted share, for the second quarter of fiscal 2008. This included a one-time pre-tax charge of $1.5 million ($0.9 million net of tax) to fully reserve for a promissory note issued during the quarter pertaining to a potential acquisition of an unrelated third party. Excluding this charge, the Company’s net earnings would have been $2.1 million, or $0.12 per diluted share. For the second quarter of fiscal 2007, the Company had net earnings of $3.7 million, or $0.20 per diluted share. For the first six months of fiscal 2008, the Company recorded net earnings of $0.2 million, or $0.01 per diluted share, as compared with net earnings of $7.4 million, or $0.40 per diluted share, for the first six months of fiscal 2007. Excluding the $1.5 million charge, the Company would have had net earnings of $1.1 million, or $0.7 per diluted share, for the first six months of fiscal 2008.

The Company’s net sales were $40.4 million and $72.1 million for the second quarter and first six months of fiscal 2008, respectively, as compared with net sales of $44.7 million and $85.8 million for the second quarter and first six months of fiscal 2007. The Company saw an upturn in lithography and standard metrology instrument sales as compared with the first quarter of fiscal 2008.

Orders for the second quarter of fiscal 2008 were $42.9 million, an increase of $6.4 million, or 18%, over the first quarter of the fiscal year. Orders from the Company’s Metrology Division accounted for 80% of the orders received, with the Optics Division accounting for the remaining 20%. Orders for lithography products and display systems accounted for the majority of the increase.

Bruce Robinson, ZYGO’s Chairman and CEO, commented, “We are pleased with the progress we made in the second quarter. We have worked our way through a period of declining orders and sales in the lithography market and anticipate a continuing increase in lithography orders and sales for the remainder of the fiscal year. We also received $7.5 million of orders for our display systems, indicating that capital expenditure funding in this market may be increasing.”

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Highlights for the quarter include:

• receiving a 10 system Display order for particle review stations and color filter photo spacer metrology.

• obtaining a new customer in China for color filter photo spacer metrology.

• shipping the first units of the long-range night vision surveillance systems.

• repurchasing our stock under the stock repurchase program that began in the first quarter. As of December 31, 2007, we have repurchased 1.3 million shares for $16.2 million.

Zygo Corporation is a worldwide supplier of optical metrology instruments, precision optics, and electro-optical design and manufacturing services, serving customers in the semiconductor capital equipment and industrial markets.

Note: ZYGO’s teleconference to discuss the results of the second quarter of fiscal 2008 will be held at 6 PM Eastern Time on January 31, 2008 and can be accessed by dialing 800-771-6781. This call is web cast live on ZYGO’s web site at www.zygo.com. The call may also be accessed for 30 days following the teleconference.

All statements other than statements of historical fact included in this news release regarding our financial position, business strategy, plans, anticipated sales, orders, and growth rates, market opportunities, and objectives of management of the Company for future operations are forward-looking statements. Forward-looking statements are intended to provide management's current expectations or plans for the future operating and financial performance of the Company based upon information currently available and assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as "anticipate," "believe," "estimate," "expect," "intend," "plans," "strategy," "project," and other words of similar meaning in connection with a discussion of future operating or financial performance. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors. Among the important factors that could cause actual events to differ materially from those in the forward-looking statements are fluctuations in capital spending of our customers, fluctuations in net sales to our major customer, manufacturing and supplier risks, dependence on timing and market acceptance of new product development, rapid technological and market change, risks in international operations, dependence on proprietary technology and key personnel, length of the sales cycle, environmental regulations, investment portfolio returns, and fluctuations in our stock price. Zygo Corporation undertakes no obligation to publicly update or revise forward-looking statements to reflect events or circumstances after the date of this news release. Further information on potential factors that could affect Zygo Corporation’s business is described in our reports on file with the Securities and Exchange Commission, including our Form 10-K for the fiscal year ended June 30, 2007.

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Zygo Corporation and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)

(Thousands, except per share amounts)

		Three Months Ended						Six Months Ended
		December 31,						December 31,
		2007			2006			2007			2006
Net sales	$	40,369		$	44,682		$	72,083		$	85,789
Cost of goods sold		23,723			24,915			44,385			48,231
Gross profit		16,646			19,767			27,698			37,558
Selling, general, and administrative expenses		7,823			8,637			15,249			16,260
Research, development, and engineering expenses		5,463			5,461			11,105			10,585
Provision for doubtful accounts and notes		1,561			96			1,560			(2	)
Operating profit (loss)		1,799			5,573			(216	)		10,715
Other income
Interest income		670			703			1,481			1,428
Miscellaneous income (expense), net		274			(15	)		476			30
Total other income		944			688			1,957			1,458
Earnings before income taxes
and minority interest		2,743			6,261			1,741			12,173
Income taxes		(988	)		(2,191	)		(627	)		(4,260	)
Minority interest		(576	)		(356	)		(879	)		(547	)
Net earnings	$	1,179		$	3,714		$	235		$	7,366
Basic - Earnings per share	$	0.07		$	0.20		$	0.01		$	0.41
Diluted - Earnings per share	$	0.07		$	0.20		$	0.01		$	0.40
Weighted average shares outstanding:
Basic		17,493			18,126			17,843			18,122
Diluted		17,807			18,566			18,186			18,504

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Zygo Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)

(Thousands of dollars)		December 31, 2007		June 30, 2007
Assets
Current assets:
Cash and cash equivalents	$	23,765	$	17,826
Marketable securities		23,795		29,453
Receivables, net		25,269		32,476
Inventories		40,624		43,048
Prepaid expenses		2,337		2,240
Deferred income taxes		14,580		15,077
Total current assets		130,370		140,120
Marketable securities		11,992		22,879
Property, plant, and equipment, net		36,751		36,349
Deferred income taxes		6,817		5,700
Intangible assets, net		6,331		6,110
Other assets		978		436
Total assets	$	193,239	$	211,594
Liabilities and Stockholders' Equity
Current liabilities:
Payables	$	7,749	$	8,720
Accrued expenses		17,814		22,463
Income taxes payable		981		1,103
Total current liabilities		26,544		32,286
Other long-term liabilities		2,576		555
Minority interest		1,104		976
Stockholders' equity		163,015		177,777
Total liabilities and stockholders' equity	$	193,239	$	211,594

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