Filed by Credence Systems Corporation
               Pursuant to Rule 425 under the Securities Act of 1933, as amended
                                 and deemed filed pursuant to Rule 14a-12 of the
                                     Securities Exchange Act of 1934, as amended

                           Subject Company: Integrated Measurement Systems, Inc.
                                                  Commission File No.: 000-26274

                                                                CREDENCE SYSTEMS
                                                    Moderator:    Graham Siddall
                                                                          Page 1


                                CREDENCE SYSTEMS

                          Moderator:    Graham Siddall
                                  May 16, 2001
                                  4:00 p.m. MT


Operator:        Ladies and gentlemen, thank you for standing by. Welcome to the
                 Credence second quarter earnings release conference call. At
                 this time all participants are in a listen only mode. Later we
                 will conduct a question and answer session. At that time, if
                 you have a question, you will need to press the one, followed
                 by the four on your push button phone. As a reminder this
                 conference is being recorded Wednesday, May 16, 2001. I would
                 now like to turn the conference over to John Detwiler, Senior
                 Vice President and Chief Financial Officer of Credence. Please
                 go ahead sir.

John Detwiler:   Thank you, I am here with Graham Siddall, our Chief Executive
                 Office and President, Dave Ranhoff, our Executive Vice
                 President and Chief Operating Officer, and a special guest, Mr.
                 Keith Barnes, the Chairman and Chief Executive Officer of
                 Integrated Measurement Systems, Inc. or IMS.

                 Welcome to the second fiscal quarter 2001 earnings release
                 conference call for Credence Systems. Graham will discuss with
                 you the highlights of the second fiscal quarter as well as the
                 state of the business. I will discuss business and operational
                 results as well as an analysis of the financials and share with
                 you the business outlook for Credence Systems in 2001. We will
                 not at this time discuss the business outlook for IMS, as
                 completion of


                                                                CREDENCE SYSTEMS
                                                    Moderator:    Graham Siddall
                                                                          Page 2

                 the transaction is still pending IMS shareholder approval as
                 well as regulatory approval. We would refer you to IMS' SEC
                 filings and public disclosures for information about the
                 company. At the conclusion of my comments we will open the call
                 for questions. We intend to limit today's conference call to
                 one hour and therefore, our opening comments will be relatively
                 brief.

                 Before we begin, however, I would like to make some cautionary
                 statements. By now you have probably reviewed our press
                 release, which was e-mailed to you this afternoon. If you have
                 not received the release please call Patricia Ling at
                 (510) 623-4703 and she can provide it for you. During the
                 course of this conference call we will make forward-looking
                 statements regarding future events or the future performance of
                 our company. Any such projections are based on limited
                 information available to the company, which is subject to
                 change. Although projections and the factors influencing them
                 will likely change, we will not necessarily update the
                 information since the company is only providing guidance at
                 certain points during the year. Actual events or results could
                 differ materially and no reader of this release should assume
                 later in the quarter that the information we provide today is
                 still valid. Such information speaks only as of today. Specific
                 factors could change, causing our projections not to be
                 achieved. We refer you to the documents the company files from
                 time to time with the Securities and Exchange Commission.

                 I now turn the call over to Graham.

Graham Siddall:  Thank you John.   Overcapacity in the test sector, particularly
                 at our foundry and subcontract customers in Asia, continued in
                 the second fiscal quarter of 2001. During the quarter we booked
                 only $28 million of new orders, resulting in a book to bill
                 ratio of approximately 0.65. In addition, during this quarter
                 we experienced some order cancellations and in response to the
                 weak conditions in the industry decided to work pro-actively
                 with customers to clear out backlog that could not be scheduled
                 with


                                                                CREDENCE SYSTEMS
                                                    Moderator:    Graham Siddall
                                                                          Page 3

                 reasonable certainty. This activity led to a reduction in the
                 previous backlog of $78 million. Net de-bookings therefore were
                 $50 million for the fiscal quarter. It is clear that in the
                 current economic environment our customers will not be adding
                 significant additional testing capacity until utilization rates
                 improve.

                 With revenue at $43.3 million our sequential decline from Q1
                 2001 was 65 percent. As we have continually communicated, we
                 are in a cyclical downturn in the test and assembly section of
                 the industry that probably began in October 2000 and could last
                 several more quarters before the excess test capacity is fully
                 absorbed and growth in our business resumes. We stated at the
                 beginning of the year our belief that a recovery may not occur
                 until late calendar 2001 or early in 2002. We still adhere to
                 that view. Some of our customers and others in the industry are
                 forecasting a return to growth as early as the third quarter of
                 this calendar year. We would of course welcome that opportunity
                 and are managing our business to be prepared for this
                 possibility but we are skeptical and have adopted a more
                 cautious approach. For the purposes of managing our business we
                 are assuming that bookings growth will not resume until fiscal
                 Q4 at the earliest.

                 With revenues continuing to fall, we reduced our head count by
                 a further 8 percent last Thursday. In the last three months, we
                 have reduced our headcount by about 300 employees. From a peak
                 of 1,450 in the first fiscal quarter, our headcount has now
                 fallen to approximately 1,140 today. In addition, we have
                 implemented a salary reduction for all domestic employees and
                 continue to operate on a reduced work schedule. Our goal is to
                 reduce our recurring quarterly operating expenses to
                 approximately $42 to $43 million per quarter in the next few
                 months. This figure includes the amortization of purchased
                 intangibles of $6.1 million per quarter. Reaching these goals
                 brings our break-even revenue level to approximately $65
                 million per quarter, excluding the amortization, or about $75
                 million per quarter with the amortization charges.


                                                                CREDENCE SYSTEMS
                                                    Moderator:    Graham Siddall
                                                                          Page 4

                 Visibility is still very murky but without improvements in
                 business conditions we now expect the next fiscal quarter's
                 revenue to be down sequentially from Q2 2001. We will review
                 the outlook with you in more detail in a few moments.

                 I would now like to discuss where I believe we are in the
                 semiconductor equipment cycle, and in particular, how this
                 environment has impacted Credence's business. As we discussed
                 on our last conference call, test equipment bookings began
                 declining in the November-December time frame. Test capacity
                 utilization declined from over 90% last October to the 80%
                 range in January and has fallen steadily and dramatically to
                 about 50% in April. The decline in test capacity utilization in
                 the Asia Pacific region where Credence has most of its business
                 is much greater than the declines experienced by IDM companies
                 in the rest of the world. As a pure play test company with
                 approximately 60% of our business with the foundry and
                 subcontract test companies in Asia it is clear that our
                 business will be impacted negatively until the back end
                 overcapacity is worked off and this could take several more
                 quarters. This booking weakness has now spread to the front end
                 wafer fab area, particularly for 200 millimeter equipment, but
                 the situation is clearly worse in the capacity -driven test and
                 assembly sector.

                 In the end, resumption of growth for the whole industry will be
                 based on greater spending in the end user markets. We believe
                 that this will not reassert itself until very late calendar
                 2001 or 2002. Clearly the length and depth of this cycle will
                 also be driven by the general health of the economy and this is
                 where the current federal initiatives on interest rate and
                 income tax cuts could prove beneficial.

                 Our business in Europe during Q2 represented 9 percent of gross
                 bookings and 17 percent of revenue. Our North America business
                 represented 40 percent of our revenue and 14 percent of our
                 gross booking during Q1. Asia was 37 percent of revenue


                                                                CREDENCE SYSTEMS
                                                    Moderator:    Graham Siddall
                                                                          Page 5

                 and 77 percent of gross bookings. 40 percent of the canceled
                 orders during the quarter were from Taiwan, 24% were in North
                 America and 33% were in Southeast Asia outside of Taiwan.

                 The top 10 Credence customers represented 51 percent of our
                 business in Q2 and 58 percent for all of fiscal 2001. Our mixed
                 signal business represented 69 percent of our year-to-date
                 revenue. Logic represented 5 percent and non-DRAM memory,
                 primarily flash, represented 15 percent. The remaining 11
                 percent of our business was made up of service and software.

                 Successful companies in the semiconductor equipment business
                 have demonstrated time and again that it is during the
                 downturns in the industry that the seeds are sown for success
                 in the upturn. The expense reductions we effected in the last
                 three months were necessary since the company was gearing up to
                 an $800 million revenue level which is clearly not going to
                 happen in the current market environment. However, despite the
                 reduction in head count of 300 people we are minimizing the
                 impact of the cuts in customer support and engineering and are
                 preparing the company to catch the next wave in business which
                 we believe could surface in earnest in calendar 2002. We are
                 focused on four major new product initiatives in the areas of
                 mixed signal test, flash memory test, wireless test solutions,
                 and design for test initiatives that have the potential to
                 break the increasing cost of test trend. We are also using the
                 downturn to restructure the company for greater efficiency by
                 fully integrating the numerous acquisitions that we have made
                 over the past year.

                 We are determined to position the company strategically for
                 growth in new markets and with new customers as we come out of
                 this painful downturn. It is in this last regard that today we
                 announced a definitive agreement to acquire Integrated
                 Measurement Systems, Inc. in a pooling of interests
                 transaction. We also signed a shareholder's agreement with
                 Cadence, IMS' largest shareholder. The agreement still awaits
                 shareholder and


                                                                CREDENCE SYSTEMS
                                                    Moderator:    Graham Siddall
                                                                          Page 6

                 regulatory approval. IMS specializes in providing high
                 performance integrated circuit validation systems, typically
                 for the design engineer in the design prototype stage for
                 validating and characterizing complex IC's. IMS is based in
                 Beaverton, Oregon with about 300 employees.

                 We believe IMS is an ideal strategic fit for Credence. Not only
                 are both companies' product lines fully complementary, but
                 together we will address the complex challenges of IC testing
                 from engineering through production. By pooling our resources
                 and strengths we can aggressively pursue opportunities in key
                 IDMs, increase our presence in North America, Asia and Europe,
                 and broaden our customer and relationship base. While IMS
                 supports the IC design engineer at the prototype stage for
                 validating and characterizing complex digital, mixed-signal,
                 and memory ICs, Credence focuses predominately on the high-
                 volume production-oriented customer. IMS provides stable,
                 technology-driven revenue in the down cycles of the industry
                 and hence will make the revenue stream of the combined company
                 less volatile. We believe that the combined company will be the
                 first test equipment manufacturer in the industry to provide
                 solutions from silicon characterization and validation to high
                 volume production test.

                 IMS will continue to operate in its current facility as a
                 wholly-owned subsidiary of Credence Systems Corporation. Our
                 Fluence subsidiary, which is only a few blocks away in
                 Beaverton, will be combined with IMS. Keith Barnes, IMS'
                 chairman and chief executive officer, will manage the new
                 subsidiary as executive vice president of Credence Systems and
                 president of Integrated Measurement Systems, Inc., a Credence
                 Company. Both Fluence and IMS have contracts with other tester
                 companies and we will continue to honor these contracts. I am
                 delighted to have Keith Barnes with us today and he will be
                 commenting on the acquisition later in this conference call.


                                                                CREDENCE SYSTEMS
                                                    Moderator:    Graham Siddall
                                                                          Page 7

                 Overall we are naturally very disappointed with the Q2 business
                 level and realize that we are probably in for at least another
                 two quarters before business improves. However, we believe that
                 we are well positioned as a company and look forward to the
                 eventual upturn and opportunities of the future. I will now
                 turn the call over to John, who will review the financial and
                 operational details as well as the fiscal 2001 outlook.

J. Detwiler:     Thank you, Graham.  The highlights of the second fiscal
                 quarter's financials are as follows:

                 Bookings for the quarter were $28 million, representing a 0.65
                 book to bill before the canceled orders. After the canceled
                 orders, the book to bill is negative. Our revenue for the
                 quarter stood at $43.3 million, down $79.9 million from the
                 previous quarter, or 65 percent. The gross profit margins for
                 Q2 stood at 48.2 percent, as compared to 57.3 percent last
                 quarter. We also took a charge in the quarter for the provision
                 of excess inventory of $45 million. We made this decision as we
                 gained greater visibility on the length and depth of this
                 industry downcycle. This provision was largely earmarked for
                 our logic and mixed signal product lines. Our inventory levels
                 decreased by about $29 million from the Q1 levels after this
                 provision. We continue to work to slow the inventory pipeline
                 in light of the changing industry environment. We currently
                 believe the inventory levels will peak in the third quarter,
                 but this is dependent on the future revenue results. Our total
                 operating expenses for Q2 were $48.8 million, down from $51.4
                 million in Q1. Excluding the special charges for our recent
                 headcount reductions, the operating expenses stood at $46.8
                 million, or down $4.6 million from the last quarter.

                 As we articulated in our last conference call, our short term
                 operating goal was to reduce recurring operating expense levels
                 to approximately $46 million per quarter, which includes the
                 purchased amortization. We almost reached that goal this
                 quarter. For next quarter, our goal will be to reduce these


                                                                CREDENCE SYSTEMS
                                                    Moderator:    Graham Siddall
                                                                          Page 8

                 operating expenses to $42 to $43 million per quarter. The
                 ongoing intangible amortization charges for the DCI and Rabkin
                 acquisitions added approximately $900,000 per quarter to the
                 run rate.

                 Our head count, ending Q2, was 1,140. As we mentioned, we
                 reduced our head count a further 100 people last Friday. We
                 plan to hold our head count relatively constant at this level
                 as we move toward our goal of lowering our recurring operating
                 expenses to the $42 million goal per quarter.

                 Research and development expenses for the second fiscal quarter
                 were $19 million, as compared to $20.5 million in the first
                 quarter. For the year, we expect to have R&D expenses at
                 approximately the $76 million level.

                 Selling, general and administrative expenses were $21.7 million
                 for the first quarter, as compared to $25.8 million in the
                 prior quarter.

                 The amortization of purchased intangibles is expected to remain
                 at $6.1 million per quarter.

                 Our total cash plus marketable securities stood at $343 million
                 and our days sales outstanding rose to 130 days as the
                 collection and payment term environment continued to
                 deteriorate in the quarter. Net interest and other income for
                 our first fiscal quarter stood at $4.7 million. Taking account
                 of the disbursement of $6 million for the purchase of Rabkin
                 during the quarter, our net cash change for the quarter was
                 almost neutral.

                 Total outstanding average diluted shares for the second fiscal
                 quarter stood at 54.04 million, down about 300,000 shares. For
                 purposes of the EPS, options were ignored this quarter because
                 they are anti-dilutive in periods when we have a loss.

                 If you exclude the special charges in the quarter, our pro-
                 forma


                                                                CREDENCE SYSTEMS
                                                    Moderator:    Graham Siddall
                                                                          Page 9

                 net loss stood at $13.6 million, or $0.26 per share. We used a
                 tax benefit rate of 35 percent for the year-to-date and for the
                 time being, we recommend that you use this rate for the
                 remainder of the year.

                 I now turn to the financial outlook for the rest of fiscal
                 2001. We believe Q3 revenue will be down in the $30 to $40
                 million range and that we will be at or near the bottom in Q3,
                 but we do not expect a significant rebound in Q4. We would
                 expect to have our recurring operating expenses down to the $42
                 to $43 million level, including the amortization charges. We
                 expect the loss for the third quarter to be in the $0.25 to
                 $0.35 range, including the amortization charges.

                 We believe our book to bill will remain below 1.0 in Q3. At
                 this point it is difficult to provide fair guidance on
                 bookings. This guidance is dependent on the current weak
                 business environment not getting any worse. As we have reviewed
                 with you, the business outlook for the next six months is very
                 uncertain. Despite the current market conditions, we are
                 excited about Credence's prospects and our future earning
                 opportunities. We completed a year of gaining significant
                 market share and diversifying our business and believe that
                 this provides the foundation for future growth.

                 We will now turn to Keith Barnes for a few words before we open
                 up the call for questions.

Keith Barnes

                 Good afternoon. For several years, we at IMS have known
                 Credence Systems. Both companies have roots that go back to
                 Tektronix and we have supported certain Credence ATE products
                 with our VT SW products. We have produced tester fixtures,
                 which make certain of our systems compatible with some of
                 theirs. This has assisted mutual customers to rapidly move from
                 the design environment using IMS systems to the production test
                 phase where they use Credence systems. We have had discussions


                                                                CREDENCE SYSTEMS
                                                    Moderator:    Graham Siddall
                                                                         Page 10

                 in the past about combining their Fluence division with our VT
                 SW division, as well.

                 We make complementary systems and software products. While IMS
                 supports the design engineer in the design prototype stage for
                 validating and characterizing of complex digital, mixed-signal,
                 and memory ICs, Credence predominantly supports the backend
                 production oriented customer.

                 The flow from design validation to production test is a natural
                 flow and this combination is one, we believe, which will
                 provide great value to our customers and to our shareholders,
                 alike.

                 The unique marriage of IMS prototype validation test technology
                 with EDA technology has always been a key differentiator. We
                 have been strongly influenced by the needs of the IC designer.
                 Many of the world's leading semiconductor manufacturers and
                 systems manufacturers are our customers. These customers need
                 to move rapidly from design validation to production test with
                 confidence. The combination of IMS and Credence will assist
                 them with this flow.

                 We tie directly into the Cadence, Synopsys, and Mentor Graphics
                 design simulation environment to extract the design intent and
                 assist our customers during the prototype validation phase to
                 determine design, fabrication, and performance anomalies.

                 Our systems products are used to validate complex prototype IC
                 s which include Digital Processors including, but not limited
                 to, DSPs, fixed and floating point, leading microprocessors and
                 microcontrollers, embedded processors, etc... We also validate
                 leading edge Mixed Signal devices used in Graphics, Network
                 Processing, Wireless Communications, etc... And we validate
                 designs in the high speed memory area including DRAM, SRAM, DDR
                 RAM, and RAMBUS memories. Further, as these elements are
                 combined into complex SOC devices, we have systems which also
                 validate these integrated SOC devices.


                                                                CREDENCE SYSTEMS
                                                    Moderator:    Graham Siddall
                                                                         Page 11

                 As I mentioned before, we also have a Virtual Test Software
                 division that provides tools for designers and test engineers
                 to move data from the design phase to the production phase.
                 These tools enable test IP development and simulation using
                 standard Verilog and VHDL simulation tools. Credence is one of
                 the ATE vendors we support with our VT products.

                 IMS and Credence have complementary offerings in each of these
                 categories. When combined we will be able to provide our
                 customers with a smooth flow from design to production test,
                 providing greater value to our customers from a single
                 supplier.

                 IMS's main customers include the leading IDM's as well as
                 fabless semiconductor companies, and systems manufacturers
                 located throughout the world. Credence's customers are mainly
                 test houses and contract manufacturers, and primarily located
                 in Asia. Together, we can expand our focus to a broader
                 customer base and more diversified geographical mix. More
                 customers in more companies with a broader mix of technologies
                 should add up to more value for the customer and for Credence
                 investors.

                 Other synergies exist on the technology development and
                 integration side. IMS deals in the newest high-speed, high-
                 complexity designs. The Credence production test products will
                 need to meet similar speed and pin count requirements within a
                 year or so after IMS build its products for the designers.
                 Sharing the technology development will lower the overall R&D
                 for both companies and allow us to get to market faster. We
                 should be able to achieve lower product costs because of higher
                 volumes of commonly used components and subsystems. And, by
                 having more of a prototyping phase on the IMS products before
                 ramping the production on Credence products, we should be able
                 to achieve better overall quality.

                 Like Credence, IMS is proud of its quality record. For seven
                 years in a row, IMS has been ranked by its customers as number


                                                                CREDENCE SYSTEMS
                                                    Moderator:    Graham Siddall
                                                                         Page 12

                 one in the world for quality and customer service.

                 In summary, we believe this deal makes good business and
                 financial sense. It provides a great product flow for our
                 mutual customers, it allows us to leverage more technology to a
                 broader customer base worldwide, and this should translate to
                 better shareholder value for IMS and Credence shareholders as
                 we execute.


John Detwiler:   We will now turn the conference call over to the operator for
                 your questions.  Thank you.

Operator:        Ladies and gentlemen, we will now begin the question and answer
                 session. If you have a question, you will need to press the
                 one, followed by the four, on you push button phone. You will
                 hear a three tone prompt acknowledging your request, and your
                 questions will be polled in the order they are received. If
                 your question has been answered, and you would like to withdraw
                 your polling request, you may do so by pressing the one,
                 followed three, on your push button phone. If you are using a
                 speaker phone, please pick up your hand set before pressing the
                 numbers.

                 One moment please, for the first question.

        Keith Endres, Transcription Coordinator at 303-633-3879


Additional Information and Where to Find It

     Investors and security holders are advised to read the proxy
statement/prospectus regarding the transaction described in these materials,
when it becomes available, because it will contain important information. The
proxy statement/prospectus will be filed with the SEC by Credence and IMS.
Security holders may obtain a free copy of the proxy statement/prospectus, when
it becomes available, and other related documents filed by Credence and IMS at
the SEC's website at www.sec.gov or at the SEC's public reference room located
at 450 Fifth Street, NW, Washington D.C. 20549 or at one of the SEC's other
public reference rooms in New York, New York and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
When available, the proxy statement/prospectus and the other documents may also
be obtained by contacting by either company.



                                    CREDENCE

                           Moderator:  Graham Siddall
                                  May 16, 2001
                                  4:00 p.m. MT


[question and answer session only transcribed per client request]

     Statements in this recording other than statements of historical fact are
"forward-looking" statements within the meaning of the Private Securities
Litigation Reform Act of 1995.  These forward looking statements include
statements regarding the transaction potentially being accretive to earnings,
the transaction qualifying for pooling of interest accounting and providing
additional opportunities regarding customers, products and markets.  Any
projections in this recording including expectations that the acquisition of IMS
will be immediately accretive are based on the limited information that was
available on May 16, 2001, which is subject to change. The companies' actual
future results could differ materially from the results discussed herein.
Factors that could cause or contribute to such differences include the risks
inherent in acquisitions of technology businesses including the successful
consummation of the merger and integration of the companies, the timing and
successful development of technology; the ability to retain key management and
hire technical personnel and other employees; changing relationships with
customers, suppliers and strategic partners; unanticipated costs associated with
development and marketing activities; customer acceptance of new product
offerings; pricing of new products, and competition in our various product
lines. Such forward looking statements speak only as of May 16,2001 and the
companies do not undertake any obligation to update any forward looking
statement to reflect events or circumstances at any time in the future. For a
more complete discussion of the risks and uncertainties for each company is set
forth in each companies' annual report on Form 10-K or quarterly report on Form
10-Q as filed with the Securities and Exchange Commission.

     Investors and security holders are advised to read the proxy
statement/prospectus regarding the transaction described in these materials,
when it becomes available, because it will contain important information. The
proxy statement/prospectus will be filed with the SEC by Credence and IMS.
Security holders may obtain a free copy of the proxy statement/prospectus, when
it becomes available, and other related documents filed by Credence and IMS at
the SEC's website at www.sec.gov or at the SEC's public reference room located
at 450 Fifth Street, NW, Washington D.C. 20549 or at one of the SEC's other
public reference rooms in New York, New York and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
When available, the proxy statement/prospectus and the other documents may also
be obtained by contacting either company.

     IMS and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from IMS stockholders in favor of
the adoption and approval of the Merger Agreement and approval of the merger and
related matters.  Information regarding such officers and directors is included
in IMS's proxy statement filed with the SEC on April 18, 2001.  This document is
available free of charge at the SEC Web site at http://www.sec.gov and from IMS.

Operator:        The first question comes from Gunnar Miller from Goldman,
                 Sachs. Please go ahead with your question.

Gunnar Miller:   Graham, you had discussed the, I think, the aggregate
                 utilization rate and had discussed the test house utilization
                 rate. Could you talk about IDM utilization rates, since the
                 orders began to downtick later, and how we might see the timing
                 of that happening, relative to the test house?

Graham Siddall:  Gunnar, I think we have better visibility on the test house
                 utilization rates than the IDM, but our guess is that the IDM--
                 our IDM customers are running around a 75 percent utilization
                 rate currently, which is obviously down considerably since the
                 last quarter of last year. And obviously, when they're down to
                 75 percent, the excess capacity that they usually outsource
                 goes down significantly. For example, a customer like ST, which
                 subcontractors quite a lot to UMC, I believe that they've cut
                 back something like 60 percent in terms of the outsourcing to
                 the subcontract foundries.

                 In terms of what's going to happen with IDMs relative to the
                 foundry and outsourcing community, my belief is that the IDMs
                 will bottom out in the 60 to 70 percent range, is my feeling.
                 And I think they don't want to cut back too much in terms of
                 the outsourcing to the foundries, because of course, when
                 things turn up, they don't want to be out on allocation the
                 next upturn. So, my belief is that the IDMs will bottom out
                 sometime in the next two quarters. We have evidence that things
                 are going to bottom either this quarter or next quarter with
                 most of our customers in Taiwan, and they're indicating that
                 utilization rates should be beginning to turn up in calendar
                 Q4; certainly some of them have said as early calendar Q3. And
                 then, of course, as they start to move up towards 70, 75
                 percent, I think we'll start seeing a resurgence in buying for
                 test equipment. But typically, they like to be at 85 percent,
                 which is where most of them were last year, and they're still a
                 long way from there.

G. Miller:       I guess just to put a finer point on it, what I'm trying to get
                 at here is because there's so much over-capacity at the test
                 houses, do you think that that could delay the recovery wave in
                 the IDMs, because the IDMs know that there's enough slack
                 capacity out there to fill up, even as things begin to recover?


                                                                        CREDENCE
                                                                  Res. #18562036
                                                      Moderator:  Graham Siddall
                                                       May 16, 2001\4:00 p.m. MT
                                                                         Page 14


G. Siddall:      I mean, I think so. I mean, clearly, although the front end is
                 holding up relatively better, we've seen that new technology
                 buys are continuing, but of course, a lot of additional
                 capacity is going into the IDMs right now, in terms of front
                 end equipment, and I believe a lot of that capacity will
                 eventually be taken up by the outsourcing community. I think
                 the long-term trend is still going to be in favor of going
                 towards outsourcing because the IDMs have cut back also
                 significantly in their test equipment, although obviously not
                 as much as the contract community. And when the upturn returns,
                 I believe that more and more outsourcing will go in test to the
                 subcontract test people. And this will also be amplified, I
                 think, by the move to 300 millimeter.

G. Miller:       Thank you.

Operator:        The next question comes from Dave Dooley from Dave Duley from
                 Wells Fargo Van Kasper. Please go ahead with your questions.

Dave Duley:      Yes, well, I have an assortment of questions. I'll just hit you
                 with a couple initially. Could you talk a little bit about--and
                 when you put Credence and IMS together, I know you probably
                 don't want to review the product roadmap for us, but there
                 seems like there's a lot of things that you might do with IMS
                 technology in your high-running production environment. Could
                 you clue us in on kind of what the 30,000-foot view is there
                 for the combination as far as the product roadmap goes?

G. Siddall:      Dave, it's a little early to talk about that. We just signed
                 the agreement today, but we're clearly very excited about the
                 potential here. As Keith explained, IMS is focused
                 predominantly on the IDM community and in terms of the new
                 generation IC devices, could fit perfectly with the gaps in our
                 product lines basically, which is that we focus very much on
                 low-cost production, primarily with the subcontract community.
                 And the fact is also that they're very close to our
                 headquarters, to our manufacturing and our Fluence facility up
                 in Oregon means that we're going to be able to realize the
                 synergies, I think, much more easily than if we were in a
                 different state.

                 We already have had a relationship with IMS going back for some
                 years, in terms of our products, and a lot of our people know
                 each other very well. And we've been very impressed so far with
                 the synergy we've seen between the management and engineering
                 teams with the company, as we've pursued our due diligence in
                 the last few weeks. So we're very excited about this
                 opportunity and the next few weeks, we'll obviously be working
                 on product roadmap plans prior to completion of the merger in,
                 probably, in our calendar Q3.

                 So, at this stage, it's a little early, but we've-- in our
                 discussions during due diligence, there's been no shortage of
                 opportunities that we feel we can work on together.

D. Duley:        Well, I guess more specifically, I know IMS has got this
                 virtual test software and you know, that really, I believe,
                 helps in designing circuits early on and lowers the cost. And I
                 was just wondering, if there an obvious-- you know, is this
                 merger going to help your strategy in pushing the overall test
                 of-- the overall cost of tests lower at the production side of
                 things?

G. Siddall:      We believe we should be able to offer the lowest overall cost
                 of test solution to our customers now, going right from the
                 design site. As you know, we have a lot of intellectual
                 property in built-in self-tests at Fluence. And we have the TBS
                 [sp] Software Group there. This, combined with the virtual test
                 and the other products that IMS has, will really help us to


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                  reduce the time-to-market for our customers. I think time-to-
                  market, if you can reduce the time-to-market with a overall
                  better test solution, then it's going to have a big impact on
                  the overall cost of tests.

D. Duley:         OK, Hey, and, I just listened to one of your competitor's
                  conference calls in the last couple days, and you know, they
                  were talking about having a low-cost- lower cost, SOC-type
                  platform out there. I was just wondering, without getting too
                  specific about new products, kind of what you're doing on the
                  new product front in your high-running products, both your
                  Quartet and your Kalos? I realize you don't want to tell us
                  exactly what's going on the roadmap, but from a 30,000-foot
                  perspective, you can give us a little detail as to help us
                  understand the competitive environment out there.

Dave Ranhoff:     Hi, Dave, this is Dave Ranhoff. Maybe I can take a cut. We
                  are, as John indicated, we're planning to spend 76 million in
                  R&D this year, and that money is divided up primarily in those
                  two key areas you identified, most of it going into our mixed
                  signal roadmap and secondarily, the second major bunch going
                  into the--into our memory roadmap. So we are very, very clear
                  in our customers' requirements and that is to continuously
                  lower the cost of test, and secondarily, is to get these
                  complex new designs to market in a timely manner. I think
                  we're addressing the second issue with the IMS piece, and if
                  you look at the 76 million we're spending this year on R&D,
                  it's clearly aimed at exactly you're describing -- lowering
                  the cost of test for complex SOCs and flash memory devices.

                  Secondarily, we've invested heavily in Quartet roadmap and
                  we're looking at sharing common technology across the company
                  to add more pins, more performance, and lower the cost of that
                  platform, moving forward. So you'll see new products being
                  introduced over the next several months to a year that
                  specifically do what you're describing. So I think we're very,
                  very focused, and secondarily, we're very well-positioned when
                  this market turns back on to capture some incremental share
                  and grow those two major market segments.

D. Duley:         OK, and final-- just a clarification, John, could you review--
                  Graham spoke, in his prepared comments, about the break out of
                  revenue and orders this quarter geographically. I couldn't
                  write them as fast as they were spoken. Could you just review
                  those real quick?

John Detwiler:    OK, on the revenue, Asia was 37 percent, the U.S./North
                  America was 40 percent, Europe was 17 percent. On the
                  bookings--sorry. Let me read this-- I'll just read it verbatim
                  here. On bookings, Europe was 9 percent of bookings and 17
                  percent of revenue, North America was 40 percent of revenue
                  and 14 percent of bookings, and then Asia was 37 percent of
                  revenue and 77 percent of gross bookings.

D. Duley:         OK, thank you.

Operator:         The next question comes from Sue Billat with Robertson
                  Stephens.

Saresh Balaramen: Yes, this is Saresh Balaramen [sp] for Sue Billat.  You
                  talked about a break-even revenue levels; what kind of gross
                  margins can we be modeling for those kind of numbers?

Man:              We believe at this stage that we're right below the 50 percent
                  gross margin level. We're probably 48 to 50 percent, just
                  depending on where we come out on revenue and what portion of
                  the revenue is coming from service.


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                                                      Moderator:  Graham Siddall
                                                       May 16, 2001\4:00 p.m. MT
                                                                         Page 16


S. Balaramen:     OK. Also on the IMS acquisition, you talked about product
                  strategy, in terms of adding new customers, IMS had some big
                  IDMs as their key customers and they also have a lot of
                  penetration in Japan, and are there some synergies for
                  Credence to enter those markets?

Keith Barnes:     I'll take that one, Saresh.  This is Keith Barnes.

S. Balaramen:     Hi, Keith.

K. Barnes:        Hi. Certainly, that will be one of the things that we'll be
                  looking at most closely over the next several months, is how
                  we can leverage the existing contacts that we have in the IDMs
                  and also in the systems manufacturers who can influence the
                  contract manufacturers and test houses overseas. So, we'll be
                  looking at that, and I think there can be established, after
                  the deal, a fairly smooth flow between our products and theirs
                  and provide a better leverage and overall cost to the
                  customer.

S. Balaramen:     Can you also give us some more color on what kind of products
                  it could be because some of these big IDM customers, they
                  don't seem to be using a lot of mixed signal testing, so is it
                  more like logic testing of--

K. Barnes:        Well, you know, they have, for a long time, been using our
                  systems, predominantly in the logic area. That's been
                  shifting. In fact, last year, I think the numbers were that
                  our mixed signals grew 171 percent last year. And so we're
                  seeing much more of a shift towards mixed signal, which is a
                  common theme that I think the folks at Credence are seeing as
                  well. And then in the RAM area, we have the large-- the four
                  largest companies in the world using our products in the DRAM
                  area, so that would be Samsung and Hyundai and Micron and
                  Infinia. And so we're strong in that area. They're pretty
                  strong in the flash area, so there would be opportunities for
                  us to work together to start to leverage both sides of that
                  area, as well as mixed signal and logic as well.

S. Balaramen:     OK, thank you very much.

K. Barnes:        You bet.

Operator:         The next question comes from Glenn Yeung from Salomon Smith
                  Barney. Please go ahead with your questions.

Glenn Yeung:      Graham, you talked about de-bookings in the quarter, and I
                  know from a bookings standpoint, it was a tough one, but was
                  there any pattern to the de-bookings, i.e., did they happen
                  early in the quarter and slow down or fairly linear
                  throughout?

G. Siddall:       Dave?

D. Ranhoff:       Glenn, this is Dave.  Maybe I can respond.

G. Yeung:         Hi, Dave.

D. Ranhoff:       As Graham said, we were really proactive with our customers.
                  We wanted to take the opportunity to ensure our backlog was
                  solid. And as you know, when we grew really rapidly last year
                  and then saw such a fall-off, we recognized, as well as our
                  customers did, that a lot of the bookings that we had weren't
                  being scheduled. So, you know, out of the--out of 100


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                                                                  Res. #18562036
                                                      Moderator:  Graham Siddall
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                                                                         Page 17

                  percent
                  of the de-bookings, a lot of them were conversations we had
                  with our customers to get them de-booked, as much as the
                  customer forcing a de-booking on us. We want to exit with a
                  solid backlog strategy and we felt that we were just over-
                  exposed in the backlog area. So you know, in the first two
                  months, there was a very small percentage that the customer
                  actually cancel. And then between the second and the third
                  month, we actually worked proactively to make sure that as we
                  exited this quarter we had a really firm backlog.

G. Yeung:         And as you look at the IMS acquisition, and I think this has
                  been asked a bunch of different ways already, but I just want
                  to get a sense of-- I mean, it looks like IMS, in the
                  validation space, has done some work in non-traditional
                  Credence end markets, i.e., you know, more advanced logic.
                  Would it make sense, Graham, for you guys to start poking
                  around in that area on the test side more aggressively?

G. Siddall:       Well, again, Glenn, it's a little too early to say. I mean,
                  we've just signed the agreement. We've only had a limited
                  interaction at the senior level of the company in terms of
                  doing the due diligence. We wanted to move quickly because we
                  felt that the right time to do-- putting the two companies
                  together is during a downturn so that we can make plans and
                  prepare ourselves for the upturn. And it's a subject that we
                  will be looking at very intensively over the next few months.
                  So, it's just a little too early to say, except for the fact
                  that we probably have more opportunities that have surfaced
                  during the due diligence than we can address with the
                  resources we have.

G. Yeung:         OK. As opposed to just-- I think you talked about on the R&D
                  front, continuing to focus the mixed signal- well, actually,
                  four fronts, right: Mixed signal, wireless test, design for
                  test, and flash--

G. Siddall:       And DFT.

G. Yeung:         And DFT, yes. I wonder if you can give us any indications as
                  to where your customers are pulling you in those areas, just
                  to give us a sense of how the future could shape up in terms
                  of the technology?

D. Ranhoff:       Well, Glenn, in mixed signal, they're pulling us for lower
                  overall cost, faster time-to-market, more pins, more data
                  rate, more analog instruments. Those are the primarily
                  elements of mixed signal. And in flash memory, they want to
                  move to more sites. And we're certainly doing that because
                  we've introduced our 32-site machine. And I think the other
                  key area that they really pulled in is the whole engineering
                  to test link, which we're providing with the personal Kalos to
                  the Kalos. So, I think we're very, very well-positioned there.
                  But that's really-- you know, traditionally in this business,
                  it's been pins and speed.

G. Yeung:         Right.

D. Ranhoff:       And now, as you look at mixed signal, there are quite a few
                  more cells that are being integrated into these SOC designs.
                  So they're now really pushing hard for more capable analog
                  instruments, higher throughput, and faster time-to-market. So,
                  you know, those are the key elements that we're staying
                  focused on.

G. Yeung:         Great.  Thank you.


                                                                        CREDENCE
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                                                      Moderator:  Graham Siddall
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                                                                         Page 18

G. Siddall:       The other comment that I'd like to make is we have seen
                  significant interest from some major IDM companies in the DS
                  test approach as a solution to reducing the cost of tests. And
                  these are companies that we have, in the past, not done
                  business with, these major IDMs. They seem to be very
                  interested in the approach that we're taking. And again,
                  that's an area where I believe that IMS will be able to help
                  us significantly.

G. Yeung:         Thanks, Graham.

Operator:         The next question comes from Tim Arcuri with Deutsche Bank
                  Alex Brown. Please go ahead with your questions.

Tim Arcuri:       Hi, guys. Actually, I was wondering if you can give a little
                  bit of breakdown in terms of orders by product -- if you could
                  break that $28 million of gross orders down by mixed signal,
                  logic, flash?

J. Detwiler:      Yeah, I'll take that, Tim. On product bookings, we had 48
                  percent on mixed signal, 19 percent on memory, 10 percent on
                  logic, and then 23 percent on the software and service side.
                  And then on the revenue, and this is for the first half, I've
                  got 69 percent in mixed signal, 15 percent in memory, 5
                  percent in logic, and 11 percent in software and services.

T. Arcuri:        John, did you just say-- when you were giving out orders, you
                  said that software and services was 20 percent? I'm sorry.

J. Detwiler:      Twenty-three on the bookings.

T. Arcuri:        Twenty-three on the bookings, OK. And the revenues-- so the
                  bookings were for this quarter, but the revenues are for the
                  first half?

J. Detwiler:      That's right.

T. Arcuri:        OK, OK. And Graham, you know, given your-- given your
                  experience now in both the front end and the back end, I was
                  wondering maybe if you could kind of comment -- you were
                  talking about utilization rates at the test houses not
                  increasing until calendar Q4. However, we've heard TSMC say
                  that they're going to see their utilizations increase probably
                  in Q3. So really, we're seeing the front really lead the back
                  end this time, if it, indeed, plays out this way. Can you kind
                  of talk about that? Is that something we've ever seen before?

G. Siddall:       That's a good question, and even though I've worked in the
                  front end for a long time, I don't think anyone really
                  understands the model in terms of whether the front end
                  precedes the back end or vice versa. It certainly seems that,
                  in this downturn, the back end preceded the front end by about
                  a quarter. You know, we saw October-November timeframe, our
                  bookings begin to start dropping. And we didn't see the same
                  level of bookings downturn in the front end until about a
                  quarter later. Some people that I've talked to in the industry
                  really believe that the back end will lead the downturn in
                  terms of the recovery, and when it-- and I hope--clearly, we
                  hope that's the case. We're being somewhat skeptical on the
                  utilization rates because our customers have been telling us
                  for some time that the utilization rates were bottoming out,
                  and we haven't seen it, so we really hope that TSMC is correct
                  when they say that it will bottom in Q3. Of course, it will be
                  a while after they bottom before-- they need to see a really
                  positive trend upwards before they'll start buying testers in
                  quantity. But I think UMC made a statement in the last week or
                  so that they don't see a strong recovery until 2002,


                                                                        CREDENCE
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                                                      Moderator:  Graham Siddall
                                                       May 16, 2001\4:00 p.m. MT
                                                                         Page 19

                  so a little less optimistic, I think, than the TSMC comments.
                  And we just have a wait-and-see attitude. The one thing about
                  this industry that I have learned in terms of these cycles is
                  that things tend to change much faster than you anticipate.
                  For example, I've never seen a drop-off in bookings as fast as
                  I've seen in this downturn. I think the last time it was as
                  strong as that was in 1985, which, in fact, as you know, was
                  one of the first times that the unit IC production has dropped
                  from the previous year, and we're seeing a similar situation
                  this year.

                  However, it tends to turn back remarkably quickly, too, and
                  when I first came to Credence two years ago, Dennis Wolf, the
                  CFO, was very pleased because we just managed to sublease one
                  of our buildings because we needed the rent. And eight weeks
                  later, we needed the space more than the rent. We went from
                  basically in two months, the situation changed dramatically,
                  so hopefully we'll see that situation again. But I think the
                  question right now that everyone is asking, is not so much
                  when is the bottom. I think most people believe that we're
                  kind of bouncing along the bottom right now, and that sooner
                  or later, we're going to bounce off the bottom. It's a case of
                  how big is the bounce going to be, how quickly will we lift
                  off? And with the utilization rates as they are with our
                  customers, it's going to take a lot of new business before we
                  start really taking off to the extent that we did in the last
                  upturn. And of course, it all boils down to new drivers, and
                  for us communications is a pretty important factor. The
                  afterburner for our growth last year was the communications
                  sector on top of the PC. And I think a lot of people believe
                  that the communications sector will not be turn up strongly
                  until next year. And those drivers are going to be important
                  in terms of getting those utilization rates back up again.

T. Arcuri:        OK, great. Thanks, Graham. And then I guess as a final
                  question, it's been proposed that one of the reasons why the
                  industry is so cyclical is because the enforcement of cancel
                  fees has not been--has not been done by the companies selling
                  the equipment. Do you foresee that maybe changing, going
                  forward? Do you think you'll ever be able to maybe enforce
                  that to prevent customers from double ordering and triple
                  ordering at the peak of the cycle?

G. Siddall:       Tim, that's a very good question. I mean, the problem with
                  this industry is that you have a limited number of customers
                  that can afford to build fabs or build test houses. And it's
                  not like the automobile industry where, you know, if you lose
                  one customer, there's probably lots of others willing to buy
                  an automobile. In our case, we have a finite number of
                  customers, and especially when you've done really great
                  business in the upturns. Remember, people forget that the
                  amount of money you make in the upturns is a lot greater than
                  the amount of money you lose in the downturns with most
                  companies. And as a result, the last thing you want to do is
                  to alienate a good customer by enforcing penalties on
                  cancellations at a time when that customer is also going
                  through tough times. So, I think the feeling is that you share
                  the pain in the downturns, you focus on really supporting that
                  customer to the fullest extent possible during the downturn.
                  And that's certainly been one of our strategies. We've really
                  done minimal cutbacks in the support area. Because if you look
                  after your customer in a downturn, then inevitably they repay
                  that in the upturn by buying your equipment, so it's a
                  delicate balance. But on the whole, I think it's going to be
                  very hard to-- if you rigidly enforce the cancellation
                  charges, the customer may well be reminding you of that when
                  business turns up. That's been my experience.

T. Arcuri:        I see, I see.  Great, Graham.  Thanks a lot.

Operator:         The next question comes from Nick Tishchenko from ABN Amro.
                  Please go ahead with your questions.


                                                                        CREDENCE
                                                                  Res. #18562036
                                                      Moderator:  Graham Siddall
                                                       May 16, 2001\4:00 p.m. MT
                                                                         Page 20



Nick Tishchenko:  Good afternoon. My question, Graham, is related to the
                  previous one. I'm also concerned about the rate of the
                  recovery in the utilization rates at your customers. And this
                  is true that TSMC is talking about utilization rate bottoming
                  as we speak in the third quarter. But, there is one more piece
                  in this mosaic that was missing in your discussions, and this
                  is namely dye banks [sp]. Yes, we can talk about the
                  utilization rate of equipment at TSMC going up after third
                  calendar quarter but the driver for your bookings and sales is
                  unit volume. And we still have a lot of inventory and dye
                  banks. So what you think -- what's happening with this
                  inventory right now? And do you believe that if the end market
                  demand will pick up, you'll see the double flow first from the
                  increased utilization rate of front end equipment at the fabs;
                  and second, pull from dye banks at your customers?

D. Ranhoff:       Nick, this is Dave. Let me try to take that. I was in Asia
                  about two weeks ago, and we spent quite a bit of time talking
                  about this issue around dye banks. And you know, there are a
                  number of places that these banks exist. First of all, it's at
                  the fab; secondly, at the assembly and test house. But, you
                  know, bottom line is most people aren't investing a lot of
                  energy to test these devices because the certainty of their
                  future is somewhat in question. It's got a lot to do with how
                  big the dye bank is, and secondarily new products being
                  released by their customer and what's going to happen to
                  these. For example, if you look at programmable logic devices,
                  they don't program them until they are close to having an
                  order, so those will sit and you can't touch them until
                  they're programmed. And likewise, other devices, they're
                  really not putting a lot of extra dollars into testing these
                  devices until which time they have a firm order. So, you know,
                  while there are dye banks there, I think a lot of these parts
                  are not tested, and therefore, I think when the industry turns
                  you'll see a pretty direct correlation between utilization
                  rate and dye bank. So, we don't expect there to be much of a
                  lag.

N. Tishchenko:    My point was that you should not lag the foundries, the fabs,
                  by--as we are talking about, two quarters, because you will
                  see the orders for the equipment used to test these dye banks
                  and the test chips being produced by the fabs. What I'm trying
                  to ask you, do you see this second driver for your business,
                  for the utilization of your equipment at your customers? It's
                  not just what the foundries will manufacture, what your IDM
                  customers will manufacture, it's also the dye banks. So we're
                  talking about two or--pipelines for the product that should be
                  tested.

D. Ranhoff:       I understand, and I think you're absolutely right, because
                  what you'll have, the new fab capacity coming online in
                  addition to the dye bank coming on line. And you know, I don't
                  know that we've really modeled that to have a real
                  understanding of what that means to overall utilization. But I
                  can understand your comment, in that we would expect to see
                  more testing required to serve that.

N. Tishchenko:    Thank you very much.

Operator:         The next question comes from Steve Pelayo from Morgan Stanley.
                  Please go ahead with your questions.

Steve Pelayo:     Yeah, I missed a portion of the call. Could you help us out
                  with where your backlog now stands, with the 43 million in
                  cancellations in the previous quarter and 78 million, I guess,
                  this quarter? Where does it stand, and could you talk a little
                  bit about the quality of it? How much is shippable in the next
                  three to six months, what kind of turns you need to do, and
                  that type of thing?


                                                                        CREDENCE
                                                                  Res. #18562036
                                                      Moderator:  Graham Siddall
                                                       May 16, 2001\4:00 p.m. MT
                                                                         Page 21



J. Detwiler:      The current backlog right now, Steve, is 128 million. And as I
                  recall, about 75 percent of that is firmly booked and the
                  other 25 percent, we feel, is in a reasonable period to leave
                  it in backlog, so that's where the backlog stands.

S. Pelayo:        And how much of that 128 million is dog-eared ship in the next
                  quarter or the next two quarters?

J. Detwiler:      Not very much in the next quarter.

D. Ranhoff:       Steve, this is Dave. We're-- you know, we're constantly asking
                  that question ourselves. And you know, right now, we've got,
                  as John said, about 75 percent of that total backlog we've got
                  with customers that's identified in slots. However, we're
                  still working with the customer to try to really lock down the
                  exact date. So we don't-- and every week we ask, the number
                  moves around a little bit. But right now, we took the backlog
                  down to that number of 128 million because we felt confident
                  that those orders were either scheduled or with excellent
                  customers who may not have an exact date that they want to
                  ship it, but they have a month or within a month or two they
                  want to schedule it. And the requirement was that has to be
                  scheduled within a year period, so that's where we are. And as
                  John said, if we look at the next quarter, you know, every
                  week we ask, the number is moving around a little bit, so I
                  really can't quote an exact number and give you a feel for how
                  much is scheduled in the next quarter.

S. Pelayo:        OK, fair enough. And did you make some comments on the Chaos
                  [sp] and the flash market right now? Are you still seeing some
                  pretty good growth with some of the new customers coming on?
                  Is that your one area of strength or could you just give us a
                  little bit more detail on flash?

D. Ranhoff:       Yeah, I think, Steve, it is an area of strength for us. We've
                  installed a large number of personal Kaloses in the last
                  quarter, and while the revenue for that isn't very
                  substantial, the locations that we put them in are very
                  promising. As Graham indicated, we've got two new major IDMs
                  that came on in the quarter, one in the U.S., one in Japan. We
                  can't yet talk about them in a lot of detail, but in each case
                  we put multiple personal Kaloses in, we're working with their
                  engineering teams in qualifications. And we've got quite a few
                  new design wins. I think Graham also indicated in the first
                  half of the year 18 new customers, of which four are major
                  IDMs. So while, you know, the bookings are very, very
                  disappointing, the revenue numbers are low, we are installing
                  a number of these machines into some really critical areas for
                  us, and [inaudible] we're going to be able to take advantage
                  of it.

S. Pelayo:        OK, my last question is really relative to IMS. I believe
                  they, you know, have partnerships with Schlumberger and
                  Teradyne and Agilent and I think a top customer like Intel.
                  I'm curious if, by partnering up or by actually being acquired
                  by you, if that could possibly jeopardize some of those
                  relationships with the other--with your competitors, the other
                  test equipment suppliers.

G. Siddall:       It's Steve. With our Fluor [inaudible] we also have similar
                  partnerships. And we basically have had-- given them a fair
                  amount of autonomy in terms of operating with other test
                  companies, and in fact, with also some other semiconductor
                  companies who, in fact, buy our competitors' testers rather
                  than our own. And we believe-- I mean, for example, IMS
                  recently signed a contract with Agilent, despite the fact that
                  actually IMS and Agilent also compete in other areas. I think
                  in this day and age, this is happening more and more. And we
                  believe that the virtual test software is software that can be
                  used right throughout the industry and could


                                                                        CREDENCE
                                                                  Res. #18562036
                                                      Moderator:  Graham Siddall
                                                       May 16, 2001\4:00 p.m. MT
                                                                         Page 22


                  become a de facto standard. And as such, we feel it's a
                  benefit to our customer base for us to offer that as a
                  product. And clearly, by owning IMS, we hope to get some long-
                  term benefits in terms of growing our business but we
                  certainly intend to honor the contractual relationships with
                  the existing customer base of IMS. Keith, you may want to
                  comment on that too.

K. Barnes:        Yeah, I would just echo, Steve, what Graham has said. We have
                  actually competed with different APE vendors for some of the
                  engineering business over time, and we've still been able to
                  craft a method of co-opetition [sp] with them for many years.
                  And we certainly will continue to do that as we go forward.

S. Pelayo:        OK. And actually, one quick follow-up, Graham. I think Dave
                  Duley was trying to get your thoughts here on a product
                  roadmap. I'm wondering -- you know, historically, you guys put
                  up slides in your presentations that say, "We focus on the low
                  to mid-range, high-volume, low-cost solutions." By partnering
                  with IMS, or pardon me, acquiring IMS, they address some of
                  the very leading and bleeding edge logic test out there. Are
                  we-- is this a new direction for Credence, to start to address
                  a little bit more of the leading edge? And do you think you're
                  going to follow that up by actually migrating your existing
                  tools to that area as well?

G. Siddall:       I mean, clearly, Steve, we've stated for some time that part
                  of our strategy is to win more IDM business because clearly in
                  a downturn like we're experiencing now, we're much more
                  exposed than the other testing companies. And clearly it's no
                  fun, and we'd like to change that. And I think this is what
                  people are expecting more and more, even from lower cost
                  testers. And if we can provide the punch of the $5 million
                  tester and $2 million tester by providing a better overall
                  solution from the design right through to production tests,
                  then that's going to be a clear advantage to IDM customers as
                  much as it is to us, those contract customers. And so I think
                  you'll find that we'll be, obviously, moving the performance
                  for our testers upwards, just as with the DST tester approach
                  and with the combination of the technology that we have at the
                  two companies, we should be able to, again, provide a better
                  solution at lower cost than we could do by continuing on our
                  own as an independent company.

S. Pelayo:        OK, fair enough.  Thanks, guys.  Take care.

Operator:         The next question comes from John Pitzer with Credit Suisse
                  First Boston. Please go ahead with your questions.

John Pitzer:      Good afternoon, guys. I just kind of want to revisit the
                  scrubbing of the backlog issue just so I think I have a better
                  understanding of what was the threshold that you guys used to
                  go back and take bookings out of backlog. Was it quality of
                  customer, shippable within a certain period of time, if you
                  could just give a little bit more detail on that, please?

D. Ranhoff:       Yeah, John, this is Dave. There were two things we did. One
                  is, as I said earlier, there were a few customers that did
                  want to cancel orders. So we acknowledged that, but that was a
                  relatively low percentage of the total, probably in the range
                  of somewhere less than 20 percent. With the other customers,
                  what we had done during the period is really gone in and
                  looked at our backlog because as you know, our backlog was
                  very, very high, but our revenue was quite low. And therefore,
                  we had a pretty diligent process during the up cycle to try to
                  only book orders which we thought were very valid and we
                  wanted to maintain that--that policy with our backlog. So we
                  actually looked at orders where customers had placed larger
                  volumes and then just stopped accepting delivery, went back to
                  those customers and asked


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                                                                  Res. #18562036
                                                      Moderator:  Graham Siddall
                                                       May 16, 2001\4:00 p.m. MT
                                                                         Page 23

                  their intent. And if we weren't able to schedule it within a
                  one-year period with a fairly firm date, we asked that we de-
                  book it. So it was a proactive dialogue between us and our
                  customers, so that we had backlog that we could talk about and
                  we could manage through the next process.

J. Pitzer:        And Dave, roughly speaking, how did the de-bookings break down
                  by product line?

D. Ranhoff:       By product line, it was 75 percent or so mixed signal, about
                  16 percent logic, 8 percent memory.

J. Pitzer:        And then maybe a question for John here; can you talk about
                  DSO targets going forward?

J. Detwiler:      DSO targets -- we would probably like to stay where we are
                  now, at least for the next quarter. We wouldn't want to get
                  any worse. If you look back to the bottom of the last down
                  cycle, we got into the 130 day-something range, and that's
                  about where we are right now. And we really wouldn't want to
                  get any worse than that.

J. Pitzer:        And John, follow-up on the inventory write-down question; is
                  that mostly raw material WIP or finished goods?

J. Detwiler:      It's broken down into what I think of as three categories.
                  About 40 percent of it was for the logic product lines, and
                  much of that is raw material. Forty percent of that is in the
                  mixed signal product lines. And that is a very general
                  provision. And it's really aimed at the sheer volume of
                  inventory that we have, as opposed to necessarily finished
                  goods, future commitments, and work in process. So, it's more
                  of what I think of as a pure volume provision. And then the
                  last 20 percent tends to be specific and it's mostly work in
                  process and components.

J. Pitzer:        And then just one quick follow-up question, maybe for Graham.
                  Graham, when you talk about the two wins in the flash market
                  with IDM to support it, can you just remind us where you think
                  your competitive advantage is in the flash market and why you
                  picked up these two new customers this quarter, in your
                  opinion?

G. Siddall:       We--one of the key differentiators we have, John, is really in
                  this link from the same solution from design through pro [sp]
                  through package. And we believe we're the only AT supplier
                  that provides that, so the main reason I believe we're winning
                  a large number of these new accounts is because they see a
                  real advantage; they can bring personal Kaloses in, put them
                  with their engineers for time-to-market, they can use that
                  same solution economically at probe and that same solution
                  economically at package. And we believe that is one of our
                  most compelling advantages.

J. Pitzer:        Great.  Thanks, guys.

Operator:         Gentlemen, that is all the time that we do have for the
                  question and answer session. Please continue with the
                  presentation or any closing remarks.

Man:              We have no further closing remarks. We just want to thank
                  everybody for joining us today and thank Keith. And we look
                  forward to talking to you again next quarter. Thanks.


                                                                        CREDENCE
                                                                  Res. #18562036
                                                      Moderator:  Graham Siddall
                                                       May 16, 2001\4:00 p.m. MT
                                                                         Page 24


Operator:  Ladies and gentlemen, that does conclude the conference call for
              today.  We thank you for your participation and ask that you
              please disconnect your lines.


                                                                        CREDENCE
                                                                  Res. #18562036
                                                      Moderator:  Graham Siddall
                                                       May 16, 2001\4:00 p.m. MT
                                                                         Page 25


 At points of the call that were inaudible, we have put a note either stating
    [inaudible] or [unintelligible] or denoted by a short blank line. Names
   not appearing on our list of participants are queried with [sp] on first
                                  reference.