Form 4/A CREDENCE SYSTEMS CORP For: Aug 29 Filed by: EVENHUIS HENK (10K)

FORM 4/A

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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^*

EVENHUIS HENK

(Last)

(First)

(Middle)

C/O CREDENCE SYSTEMS CORPORATION, 1421 CALIFORNIA CIRCLE

(Street)

MILPITAS

95035

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CREDENCE SYSTEMS CORP [CMOS]

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)
08/29/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/03/2008

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/29/2008		D⁽¹⁾		4,000	D	⁽¹⁾	0	I	The Evenhuis Family Trust

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option Right to Buy

$ 1.3

08/29/2008

D⁽²⁾

4,000

⁽³⁾

07/01/2015

Common Stock

4,000

$ 0

Stock Option Right to Buy

$ 1.78

08/29/2008

D⁽²⁾

4,000

⁽³⁾

04/01/2015

Common Stock

4,000

$ 0

Stock Option Right to Buy

$ 2.43

08/29/2008

D⁽²⁾

4,000

⁽³⁾

01/02/2015

Common Stock

4,000

$ 0

Stock Option Right to Buy

$ 3.3

08/29/2008

D⁽²⁾

4,000

⁽³⁾

10/01/2014

Common Stock

4,000

$ 0

Stock Option Right to Buy

$ 3.65

08/29/2008

D⁽²⁾

4,000

⁽³⁾

07/02/2014

Common Stock

4,000

$ 0

Stock Option Right to Buy

$ 3.24

08/29/2008

D⁽²⁾

4,000

⁽³⁾

04/02/2014

Common Stock

4,000

$ 0

Stock Option Right to Buy

$ 5.04

08/29/2008

D⁽²⁾

4,000

⁽³⁾

01/03/2014

Common Stock

4,000

$ 0

Stock Option Right to Buy

$ 2.73

08/29/2008

D⁽²⁾

4,000

⁽³⁾

10/02/2013

Common Stock

4,000

$ 0

Stock Option Right to Buy

$ 3.5

08/29/2008

D⁽²⁾

4,000

⁽³⁾

07/03/2013

Common Stock

4,000

$ 0

Stock Option Right to Buy

$ 7.35

08/29/2008

D⁽²⁾

4,000

⁽³⁾

04/03/2013

Common Stock

4,000

$ 0

Stock Option Right to Buy

$ 7.36

08/29/2008

D⁽²⁾

4,000

⁽³⁾

01/03/2013

Common Stock

4,000

$ 0

Stock Option Right to Buy

$ 8.05

08/29/2008

D⁽²⁾

4,000

⁽³⁾

10/03/2012

Common Stock

4,000

$ 0

Stock Option Right to Buy

$ 9.4

08/29/2008

D⁽²⁾

4,000

⁽³⁾

07/01/2012

Common Stock

4,000

$ 0

Stock Option Right to Buy

$ 7.91

08/29/2008

D⁽²⁾

4,000

⁽³⁾

04/01/2012

Common Stock

4,000

$ 0

Stock Option Right to Buy

$ 10.62

08/29/2008

D⁽²⁾

20,000

⁽³⁾

03/23/2014

Common Stock

20,000

$ 0

Stock Option Right to Buy

$ 7.74

08/29/2008

D⁽²⁾

20,000

⁽³⁾

03/19/2013

Common Stock

20,000

$ 0

Stock Option Right to Buy

$ 19.87

08/29/2008

D⁽²⁾

20,000

⁽³⁾

03/20/2012

Common Stock

20,000

$ 0

Stock Option Right to Buy

$ 21

08/29/2008

D⁽²⁾

20,000

⁽³⁾

03/21/2011

Common Stock

20,000

$ 0

Stock Option Right to Buy

$ 65.75

08/29/2008

D⁽²⁾

20,000

⁽³⁾

03/22/2010

Common Stock

20,000

$ 0

Stock Option Right to Buy

$ 10

08/29/2008

D⁽²⁾

10,000

⁽³⁾

03/24/2009

Common Stock

10,000

$ 0

Explanation of Responses:
1. Disposed of pursuant to merger agreement between issuer and LTX Corporation ("LTX") in exchange for shares of LTX common stock calculated at a ratio of 0.6129 shares of LTX common stock for each share of Credence common stock and having a market value of $1.79 per share on the effective date of the merger, August 29, 2008.
2. This option, which provided for vesting periodically over a period of four years, was assumed by LTX in the merger and replaced with an option to purchase shares of LTX common stock calculated at a ratio of 0.6129 shares of LTX common stock for each share of Credence common stock and having an exercise price determined by dividing the exercise price of the reported derivative security by 0.6129.
3. The option vests periodically over a period of four years.
Remarks: This amendment filed solely to correct a typographical error in the calculation ratio stated in the footnotes.

	Henk Evenhuis by Carol J. Rose, Attorney-in-Fact	09/03/2008
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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