8-K

                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004



                                    FORM 8-K
                        CURRENT REPORT PURSUANT TO SECTION 13 OF
                          THE SECURITIES EXCHANGE ACT OF 1934



       Date of Report (date of earliest event reported): March 5, 2001


                                Aehr Test Systems
             (Exact name of Registrant as specified in its chapter)




          California                    000-22893             94-2424084
(State or other jurisdiction of  [Commission File Number]  (I.R.S. Employer
incorporation or organization)                           Identification Number)



                                400 Kato Terrace
                                Fremont, CA 94539
                     (Address of principal executive offices)

                                  510-623-9400
               (Registrant's telephone number, including area code)






ITEM 5.  OTHER EVENTS
        On March 5, 2001, Aehr Test Systems issued a press release announcing
that the Board of Directors of Aehr Test Systems approved the adoption of a
Preferred Shares Rights Agreement.  The press release is attached as Exhibit 99
to this Form 8-K.
ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
        (c)  Exhibits.
             Exhibit 99   Aehr Test Systems Press Release issued March 5, 2001.




                                    SIGNATURE

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

                                              Aehr Test Systems
                                                (Registrant)


Date:  March 5, 2001

                                          By:   /S/ GARY L. LARSON
                                               -------------------------
                                          Gary L. Larson
                                          Vice President of Finance and
                                          Chief Financial Officer



                                  EXHIBIT INDEX

Exhibit
Number
- -------

99     Aehr Test Systems Press Release issued March 5, 2001.

EX-99

                                  PRESS RELEASE

COMPANY CONTACT:                          EDITORIAL CONTACT:
Gary Larson                               Christina Carrabino
Aehr Test Systems                         Financial Relations Board
Tel: 510.623.9400  Fax: 510.623.9450      Tel: 415.986.1591  Fax: 415.986.5113

                             AEHR TEST SYSTEMS ADOPTS
                              SHAREHOLDER RIGHTS PLAN

      Fremont, California, March 5, 2001 -- The Board of Directors of Aehr Test
Systems today announced that it has adopted a Shareholder Rights Plan and
declared a dividend distribution of one Preferred Shares Purchase Right on each
outstanding share of the Company's Common Stock.  The Rights are designed to
assure that the Company's shareholders receive fair and equal treatment in the
event of any proposed takeover of the Company and to guard against partial
tender offers and other abusive tactics to gain control of the Company without
paying all shareholders the fair value of their shares, including a "control
premium."  The Plan was not adopted in response to any specific proposed
attempt to acquire the Company.

      Each right will entitle shareholders to buy 1/1000th of a share of the
Company's Series A Participating Preferred Stock at an exercise price of
$35.00.  The Rights will become exercisable following the tenth day after a
person or group acquires 20% or more of the Company's Common Stock or the tenth
business day (or such later date as may be determined by the Board of
Directors) after a person or group announces commencement of a tender or
exchange offer, the consummation of which would result in ownership by the
person or group of 20% or more of the Common Stock.  The Company will be
entitled to redeem the Rights at $0.001 per Right at any time on or prior to
public announcement that a person or group has acquired beneficial ownership of
20% or more of the Company's Common Stock.

      If, prior to redemption of the Rights, a person or group acquires 20% or
more of the Company's Common Stock, each Right not owned by a holder of 20% or
more of the Common Stock will entitle its holder to purchase, at the Right's
then current exercise price, that number of shares of Common Stock of the
Company (or, in certain circumstances as determined by the Board, cash, other
property or other securities) having a market value at that time of twice the
Right's exercise price.  If, after a person or group acquires 20% or more of
the Company's Common Stock, the Company sells more than 50% of its assets or
earning power or is acquired in a merger or other business combination
transaction, the acquiring person must assume the obligations under the Rights
and the Rights will become exercisable to acquire Common Stock of the acquiring
person at the discounted price.  At any time after an event triggering exercis-
ability of the Rights at a discounted price and prior to the acquisition by the
acquiring person of 50% or more of the outstanding Common Stock, the Board of
Directors of the Company may exchange the Rights (other than those owned by the
acquiring person or its affiliates) for Common Stock of the Company at an
exchange ratio of one share of Common Stock per Right.

      The dividend distribution will be made on April 2, 2001 payable to
shareholders of record on April 2, 2001.  The Rights will expire on April 3,
2010.