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): October 29, 2005

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))

Section 5 - Corporate Governance and Management

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Dr. Graham J. Siddall, the Executive Chairman of Credence Systems Corporation (the “Company”) and a member of the Board of Directors of the Company, informed the Company on October 29, 2005 that he will be resigning his position as the Executive Chairman and as a member of the Company’s Board of Directors effective October 31, 2005. Dr. Siddall’s resignation letter dated October 29, 2005 is attached hereto as Exhibit 99.1.

The press release issued on October 31, 2005 by the Company announcing Mr. Siddall’s resignation is attached hereto as Exhibit 99.2 and incorporated herein by reference in its entirety.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed with this Current Report on Form 8-K:

Exhibit Number	Description
99.1	Resignation Letter from Dr. Graham Siddall dated October 29, 2005.
99.2	Press Release issued October 31, 2005.

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/ Byron W. Milstead
	Byron W. Milstead
	Vice President, General Counsel and
	Assistant Secretary

Date: October 31, 2005

EXHIBIT INDEX

Exhibit Number	Description
99.1	Resignation Letter from Dr. Graham Siddall dated October 29, 2005.
99.2	Press Release issued October 31, 2005.