SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)*
Credence Systems Corporation
______________________________________
(Name of Issuer)
Common Stock
______________________________________
(Title of Class of Securities)
225302108
______________________________________
(CUSIP Number)
Check the following box if a fee is being paid with this
statement / /. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 225302108
1. NAME OF REPORTING PERSON:
TEKTRONIX, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) / /
(b) / /
3. SEC USE ONLY:
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
OREGON
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5. SOLE VOTING POWER:
400,289
6. SHARED VOTING POWER:
0
7. SOLE DISPOSITIVE POWER:
400,289
8. SHARED DISPOSITIVE POWER:
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
400,289
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES:
/ /
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
3.4 PERCENT
12. TYPE OF REPORTING PERSON:
CO
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Item 1(a). Name of Issuer:
Credence Systems Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
3500 West Warren Avenue
Fremont, CA 94538
Item 2(a). Names of Persons Filing:
This Schedule 13G is filed on behalf of
Tektronix, Inc. ("Tektronix").
Item 2(b). Address of Principal Business Office, or if none,
Residence:
The principal business office of Tektronix is
26600 SW Parkway Avenue, Wilsonville, OR
97070.
Item 2(c). Citizenship:
Tektronix is a corporation incorporated under
the laws of Oregon.
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
225302108
Item 3. Type of Reporting Person:
NOT APPLICABLE
Item 4. Ownership:
On December 31, 1994, Tektronix held a total
of 400,289 shares of the Issuer's Common
Stock which represented approximately 3.4
percent of the class. Tektronix has sole
power to vote or to direct the vote and sole
power to dispose or to direct the disposition
of the 400,289 shares of the Issuer's Common
Stock.
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Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report
the fact that as of the date hereof the
reporting person has ceased to be the
beneficial owner of more than five percent
of the class of securities, check the
following:
/ x /
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
NOT APPLICABLE
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
NOT APPLICABLE
Item 8. Identification and Classification of Members of
the Group:
NOT APPLICABLE
Item 9. Notice of Dissolution of Group:
NOT APPLICABLE
Item 10. Certification:
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the
information set forth in this statement is
true, complete and correct.
Date: February 9, 1995
TEKTRONIX, INC.
By: /s/ JOHN P. KARALIS
_________________________
John P. Karalis
Vice President
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