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[Credence Letterhead]
December 1, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, DC 20549
RE: REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-39387)
Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933,
Credence Systems Corporation (the "Company") respectfully requests that the
Commission withdraw the Company's Registration Statement on Form S-3 (File No.
333-39387) which was originally filed on November 4, 1997 (the "Registration
Statement"). The Registration Statement was filed in order to register
convertible subordinated notes and, upon conversion, underlying shares of the
Company's common stock.
The Company is requesting the withdrawal of the Registration Statement
because, pursuant to the terms of the Registration Rights Agreement between the
Company and Smith Barney Inc., the Company's obligation to maintain the
effectiveness of the Registration Statement has expired.
The Company further requests that, pursuant to Rule 477(c), an order
with the date of granting of the request for withdrawal be included in the file
for the Registration Statement in the following manner: "Withdrawn upon request
of Registrant, the Commission consenting thereto."
If you have any questions or require further information, please do not
hesitate to contact Evan B. Sloves of Brobeck, Phleger & Harrison LLP at (650)
812-2419.
Sincerely,
/s/ WARREN T. LAZAROW
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Warren T. Lazarow
Assistant Secretary
