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): July 15, 2003


                       ELECTRO SCIENTIFIC INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)



         OREGON                       0-12853                  93-0370304
(State or other jurisdiction        (Commission              (IRS Employer
     of incorporation)              File Number)           Identification No.)


13900 NW Science Park Drive, Portland, Oregon                     97229
 (Address of principal executive offices)                       (Zip Code)


       Registrant's telephone number, including area code: (503) 641-4141




                                    No Change

          (Former name or former address, if changed since last report)




Item 5.  Other Events

         See Item 12 below.

Item 12.  Results of Operations and Financial Condition.

     On July 15, 2003, Electro Scientific Industries, Inc. (the "Company")
announced that its audit committee has completed its review of certain
accounting matters and, as a result of the review, the Company intends to
restate its financial statements for the fiscal year ended June 1, 2002 and the
quarters ended August 31, 2002 and November 30, 2002, and to revise its
announced results for the third quarter ended March 1, 2003. The Company
announced that it plans to file an amended annual report on Form 10-K/A for the
fiscal year ended June 1, 2002, amended quarterly reports on Form 10-Q/A for the
fiscal quarters ended August 31, 2002 and November 30, 2002, and a quarterly
report on Form 10-Q for the fiscal quarter ended March 1, 2003 after completion
by the Company's independent auditors of the audit for fiscal year 2003 and the
independent auditors' review of the restatement adjustments.

     The Company also announced its anticipated restated financial results for
fiscal 2002 and the first and second quarters of fiscal 2003. It also announced
revised preliminary financial results for the third quarter of fiscal 2003.

     The Company's press release announcing these events is attached hereto as
Exhibit 99.1.

Item 7.  Financial Statements and Exhibits

         (c) Exhibits.
             ---------

             99.1     Press release dated July 15, 2003.





                                    SIGNATURE

     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.

         Date:  July 15, 2003.


                                     Electro Scientific Industries, Inc.



                                     By     /s/ J. MICHAEL DODSON
                                       ----------------------------------------
                                            J. Michael Dodson
                                            Vice President of Administration and
                                            Chief Financial Officer







                                  EXHIBIT INDEX


Exhibit           Description
- -------           -----------

99.1              Press release dated July 15, 2003.

EX-99

                                                                  Exhibit 99.1

Electro Scientific Industries Completes Accounting Review; Revises
Restatements of Prior Periods and Results of Third Quarter of 2003

    PORTLAND, Ore.--(BUSINESS WIRE)--July 15, 2003--Electro Scientific
Industries, Inc. (Nasdaq:ESIOE) announced today that its audit
committee has completed its review of certain accounting matters. As a
result of the review, the Company intends to restate its financial
statements for the fiscal year ended June 1, 2002 and the quarters
ended August 31, 2002 and November 30, 2002, and to revise its
announced results for the third fiscal quarter ended March 1, 2003.
    Although the review conducted by the Company's audit committee has
been completed, the Company's independent auditors have not yet
completed their audit of fiscal year 2003, which ended May 31, 2003,
nor have they completed their review with the Company of the
adjustments resulting from the audit committee's review. The
completion of the fiscal year 2003 audit and review of the adjustments
by the Company's independent auditors could result in further
restatement of the Company's financial statements beyond those
described below. The Company plans to file an amended annual report on
Form 10-K/A for the fiscal year ended June 1, 2002, amended quarterly
reports on Form 10-Q/A for the fiscal quarters ended August 31, 2002
and November 30, 2002, and a quarterly report on Form 10-Q for the
fiscal quarter ended March 1, 2003 after completion by the Company's
independent auditors of the audit of fiscal year 2003 and the
independent auditors' review of the restatement adjustments, which the
Company expects will be concluded by August 11, 2003.
    Currently, the Company expects that its results for the fiscal
year ended June 1, 2002 will be restated to increase the net loss of
$16.0 million, or $0.58 per share, as previously reported in the
Company's annual report on Form 10-K filed August 20, 2002, to a net
loss of $17.6 million, or $0.64 per share. It further expects that net
sales will be reduced from $166.5 million, as previously reported, to
$162.9 million. In addition, the Company expects that the deferred
revenue balance at June 1, 2002 will be increased from $1.9 million to
$5.3 million.
    The Company also currently anticipates that its first quarter of
fiscal 2003 will be restated to result in a net loss of $3.3 million,
or $0.12 per share, and that its results for the second quarter of
fiscal 2003 will be restated to result in a net loss of $13.2 million,
or $0.48 per share. The Company believes net sales will be reduced to
$39.4 million in the first quarter and increased to $43.4 million in
the second quarter. In addition, the Company expects that the deferred
revenue balance will increase from $5.3 million at the end of fiscal
2002 to $9.1 million at the end of the first quarter of fiscal 2003,
and then decrease to $8.7 million at the end of the second quarter of
fiscal 2003.
    For the third quarter of fiscal 2003, the Company expects net
sales of $31.7 million. The net loss in the third quarter is expected
to be $12.7 million, or $0.46 per share. In addition, the Company
expects that the deferred revenue balance at the end of the third
quarter will be $11.9 million.
    The restatements are not expected to affect the cash flows or
overall financial condition of the Company. See the attached table for
supplemental financial information.
    The Company will not hold a conference call in conjunction with
this press release. ESI will schedule a conference call subsequent to
the release of fiscal year 2003 audited financial results. As
previously noted, the Company expects to conclude the audit of its
fiscal year 2003 financial results by August 11, 2003.

    This press release includes forward-looking statements, which are
subject to the Safe Harbor provisions created by the Private
Securities Litigation Reform Act of 1995. These statements include
statements about the results of the audit committee's review of the
Company's financial statements, the anticipated filing by the Company
of its amended reports containing restated financial statements and
its Form 10-Q for the third quarter of fiscal 2003 and statements
regarding the procedures to be completed by the Company's independent
auditors and the anticipated outcome of such procedures. Such
statements are subject to a number of risks and uncertainties that may
cause actual results to differ materially from the forward-looking
statements. The Company or the Company's independent auditors may
discover new information and determine that further accounting
adjustments should be made, which may materially increase the amount
of the adjustments that the Company currently believes it will record
for fiscal 2002 and the first, second and third quarters of fiscal
2003, or may require a restatement of other periods. Other risks are
discussed in more detail in the Company's annual report on Form 10-K
and interim reports on Form 10-Q.

    About ESI

    ESI, headquartered in Portland, Oregon, supplies high-value,
high-technology manufacturing equipment to the global electronics
market. Using its expertise in laser/material interaction, small parts
handling, machine vision and real-time control systems, the Company
enables the production of leading-edge products for customers in the
semiconductor, passive component and electronic interconnect markets.
ESI's web site is http://www.esi.com.




                  Electro Scientific Industries, Inc.
                  Supplemental Financial Information
                 (In thousands, except per share data)
                              (Unaudited)


                     Twelve                                   Three
                     Months      Three Months    Six Months   Months
                     Ended           Ended          Ended     Ended
                     ------    -----------------   -------   --------
                     June 1,   Aug. 31,  Nov. 30,  Nov. 30,   March 1,
                      2002       2002      2002     2002      2003(2)
                    -------     -------   -------  -------    -------

As Previously Reported (1):

   Net sales        $166,545    $42,961   $43,302   $86,263       n/a

   Net income
    (loss)          $(15,961)      $158   $(9,548)  $(9,390)      n/a

   Net income (loss) per share -
    basic and diluted $(0.58)     $0.01    $(0.34)   $(0.34)      n/a


As Restated:

   Net sales        $162,885    $39,360   $43,416   $82,776   $31,706

   Net loss         $(17,599)   $(3,286) $(13,191) $(16,477) $(12,701)

   Net loss per share
    basic and diluted $(0.64)    $(0.12)   $(0.48)   $(0.60)   $(0.46)



    (1) As previously reported in ESI's Form 10-K or Form 10-Q, as
applicable, for the relevant period.

    (2) ESI's Form 10-Q for this period has not been filed.

    CONTACT: Electro Scientific Industries, Inc.
             Joe Reinhart, 503/671-5500