SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RYLES VERNON B JR

(Last)

(First)

(Middle)

13900 NW SCIENCE PARK DR.

(Street)

PORTLAND

97229

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ELECTRO SCIENTIFIC INDUSTRIES INC [ ESIO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$12.125	10/30/2003		D⁽¹⁾			4,500	07/31/1999⁽³⁾	07/31/2008	Common Stock	4,500	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$12.125	10/30/2003		A⁽¹⁾		4,500		⁽⁵⁾	07/31/2008	Common Stock	4,500	⁽⁴⁾	4,500	D
Non-Qualified Stock Option (right to buy)	$17.96	10/30/2003		D⁽¹⁾			6,000	07/31/2003⁽³⁾	07/30/2012	Common Stock	6,000	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$17.96	10/30/2003		A⁽¹⁾		6,000		⁽⁶⁾	07/30/2012	Common Stock	6,000	⁽⁴⁾	6,000	D
Non-Qualified Stock Option (right to buy)	$18.5	10/30/2003		D⁽¹⁾			2,000	07/31/1996⁽³⁾	07/31/2005	Common Stock	2,000	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$18.5	10/30/2003		A⁽¹⁾		2,000		⁽⁷⁾	07/31/2005	Common Stock	2,000	⁽⁴⁾	2,000	D
Non-Qualified Stock Option (right to buy)	$19.0625	10/30/2003		D⁽¹⁾			6,000	07/31/2000⁽³⁾	07/31/2009	Common Stock	6,000	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$19.0625	10/30/2003		A⁽¹⁾		6,000		⁽⁸⁾	07/31/2009	Common Stock	6,000	⁽⁴⁾	6,000	D
Non-Qualified Stock Option (right to buy)	$25	10/30/2003		D⁽¹⁾			6,000	07/31/1998⁽³⁾	07/31/2007	Common Stock	6,000	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$25	10/30/2003		A⁽¹⁾		6,000		⁽⁹⁾	07/31/2007	Common Stock	6,000	⁽⁴⁾	6,000	D
Non-Qualified Stock Option (right to buy)	$32.15	10/30/2003		D⁽¹⁾			6,000	07/31/2002⁽³⁾	07/30/2011	Common Stock	6,000	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$32.15	10/30/2003		A⁽¹⁾		6,000		⁽¹⁰⁾	07/30/2011	Common Stock	6,000	⁽⁴⁾	6,000	D
Non-Qualified Stock Option (right to buy)	$45.438	10/30/2003		D⁽¹⁾			6,000	07/31/2001⁽³⁾	07/30/2010	Common Stock	6,000	⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$45.438	10/30/2003		A⁽¹⁾		6,000		⁽¹¹⁾	07/30/2010	Common Stock	6,000	⁽⁴⁾	6,000	D
Non-Qualified Stock Option (right to buy)	$17.17							07/31/2004⁽³⁾	07/30/2013	Common Stock	6,000		6,000	D

Explanation of Responses:

1. Amendment of an outstanding option with respect to the period of exercise after ceasing to be a director, resulting in deemed cancellation of option and grant of replacement option. If optionee ceases to be a director in accordance with the retirement policy of the board of directors, the option may be exercised at any time prior to the expiration date of the option or the expiration of 5 years after the last day the optionee served as director, whichever is the shorter period.

2. No value was received upon amendment.

3. Options become exercisable for 25% of the shares on the first four anniversaries of the grant date.

4. No purchase price is paid upon grant of option.

5. Option was originally granted on 7/31/98 and provides for vesting in 4 annual installments (25% annually) commencing on 7/31/99.

6. Option was originally granted on 7/31/02 and provides for vesting in 4 annual installments (25% annually) commencing on 7/31/03.

7. Option was originally granted on 7/31/95 and provides for vesting in 4 annual installments (25% annually) commencing on 7/31/96.

8. Option was originally granted on 7/31/99 and provides for vesting in 4 annual installments (25% annually) commencing on 7/31/00.

9. Option was originally granted on 7/31/97 and provides for vesting in 4 annual installments (25% annually) commencing on 7/31/98.

10. Option was originally granted on 7/31/01 and provides for vesting in 4 annual installments (25% annually) commencing on 7/31/02.

11. Option was originally granted on 7/31/00 and provides for vesting in 4 annual installments (25% annually) commencing on 7/31/01.

	By: Attorney-in-Fact: J. Michael Dodson For: Vernon B. Ryles, Jr.	10/30/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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