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): May 19, 2008

ELECTRO SCIENTIFIC INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

OREGON	0-12853	93-0370304
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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)

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:

¨ 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))

Item 8.01 Other Events

On May 19, 2008, the Company announced that its board of directors has authorized a share repurchase program. The press release describing the program is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated May 19, 2008

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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: May 19, 2008.

Electro Scientific Industries, Inc.
By:	/s/ Paul Oldham
Name: Paul Oldham
Title: Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

Chris Butterfield

ESI

503-672-5760

FOR RELEASE on 5/19/08 at 6:00 a.m., Pacific Time

ESI ANNOUNCES SHARE REPURCHASE PROGRAM

PORTLAND, ORE.—May 19, 2008— ESI (Nasdaq: ESIO), a leading provider of world-class photonic and laser systems for micro-engineering applications, today announced that its Board of Directors has approved the repurchase of up to $20 million of the Company’s outstanding shares of common stock, primarily to offset dilution from equity compensation programs. The repurchases will be made at management’s discretion in the open market or in privately negotiated transactions in compliance with applicable securities laws and other legal requirements and are subject to market conditions, share price and other factors. There is no fixed completion date for the repurchase program. The Company had 27,111,544 shares outstanding as of March 29, 2008.

About ESI, Inc.

ESI is a pioneer and leading supplier of world-class photonics and laser systems that help its microelectronics customers achieve compelling yield and productivity gains. The company’s industry-leading, application-specific products enhance electronic-device performance in three key sectors—semiconductors, components and electronic interconnect—by enabling precision fine-tuning of device microfeatures in high-volume manufacturing environments. Founded in 1944, ESI is headquartered in Portland, Ore. More information is available at www.esi.com.

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13900 NW Science Park Drive  |  Portland, Oregon 97229  |  503.641.4141  |  www.esi.com