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: February 22, 2008 (February 17, 2008)

(Date of Earliest Event Reported)

CREDENCE SYSTEMS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE	000-22366	94-2878499
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1421 California Circle Milpitas, California		95035
(Address of Principal Executive Offices)		(Zip Code)

408-635-4300

(Registrant’s Telephone Number, Including Area Code)

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):

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

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

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

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 17, 2008, Richard M. Beyer communicated to the Board of Directors of Credence Systems Corporation (the “Company”) his intent to resign from the Board of Directors on March 16, 2008. Mr. Beyer’s resignation is in connection with his acceptance of a new job which he anticipates will require more of his time. Mr. Beyer did not resign as a result of any disagreement with the Company.

On February 21, 2008, Jon D. Tompkins confirmed to the Board of Directors of the Company his intent to not stand for re-election at the next annual meeting of the Company’s stockholders. Mr. Tompkins’ decision to not stand for re-election to the Board of Directors of the Company is not due to any disagreement with the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CREDENCE SYSTEMS CORPORATION


	By:	/s/ Byron W. Milstead
		Byron W. Milstead
		Senior Vice President, General Counsel
		and Assistant Secretary

Date: February 22, 2008