UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: June 2, 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):

¨ 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))

Explanatory Note

This Amendment No. 1 to the Current Report on Form 8-K (this “Form 8-K/A”) of Credence Systems Corporation (the “Company”), which was originally filed with the Securities and Exchange Commission on June 2, 2008, is being filed solely to include the transcript to the Company’s earnings call as Exhibit 99.2. Except as described in this Explanatory Note, no other information in the original Form 8-K is modified or amended hereby.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The exhibit listed below is being furnished with this Form 8-K/A.

Exhibit Number	Description
99.2	Transcript of the Company’s fiscal performance for the second quarter and projections for third quarter fiscal 2008 earnings call held at 5:00 pm (ET) on June 2, 2008.

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/ Kevin C. Eichler
	Kevin C. Eichler
	Chief Financial Officer

Date: June 5, 2008

EXHIBIT INDEX

Exhibit Number	Description
99.2	Transcript of the Company’s fiscal performance for the second quarter and projections for third quarter fiscal 2008 earnings call held at 5:00 pm (ET) on June 2, 2008.