AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 1998
REGISTRATION NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SILICON VALLEY GROUP, INC.

(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

Delaware 94-2264681
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(State of Incorporation) (I.R.S Employer Identification No.)

101 METRO DRIVE
SAN JOSE, CALIFORNIA 95110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

TINSLEY LABORATORIES, INC. 1993 INCENTIVE STOCK OPTION PLAN, AS AMENDED
TINSLEY LABORATORIES, INC. NONQUALIFIED STOCK OPTION AGREEMENTS
(FULL TITLE OF THE PLAN)

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RUSSELL G. WEINSTOCK
VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER
SILICON VALLEY GROUP, INC.
101 METRO DRIVE
SAN JOSE, CALIFORNIA 95110
(408) 441-6700
(Name, address and telephone number of agent for service)

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COPIES:
AARON J. ALTER, ESQ.
PAUL B. SHINN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
(415) 493-9300

CALCULATION OF REGISTRATION FEE

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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE REGISTRATION FEE(2)
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Common Stock
$0.01 Par Value

Outstanding under 106,427 $4.17-$11.37 $766,274.40 $226.05
Tinsley Laboratories, Inc.
1993 Incentive Stock Option
Plan, as amended.

Outstanding under
Tinsley Laboratories, Inc.
Nonqualified Stock Option
Agreements with:

Daniel J. Bajuk 24,398 $4.17 $101,739.66 $30.01
James A. Kennon 24,266 $4.17 $101,189.22 $29.85
Robert N. Kestner 12,529 $4.17 $52,245.93 $15.41
Robert J. Aronno 19,782 $5.31 $105,042.42 $30.99
Stephen L. Davenport 6,594 $5.31 $35,014.14 $10.33
Daniel J. Duckhorn 6,594 $5.31 $35,014.14 $10.33
Stephen E. Globus 6,594 $5.31 $35,014.14 $10.33
Steven E. Manios 6,594 $5.31 $35,014.14 $10.33
John Kincade 6,594 $5.31 $35,014.14 $10.33

Total: 220,372 $4.17-$11.37 $1,301,562.33 $383.96

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(1) Pursuant to the Agreement and Plan of Reorganization entered into as of
September 9, 1997, by and among Silicon Valley Group, Inc., SV
Acquisition, Inc. and Tinsley Laboratories, Inc., the Registrant assumed
all of the outstanding options to purchase Common Stock of Tinsley
Laboratories, Inc. under the Tinsley Laboratories, Inc. 1993 Incentive
Stock Option Plan, as amended and Tinsley Laboratories, Inc. Nonqualified
Stock Option Agreements, and such options became exercisable to purchase
shares of Registrant's Common Stock, subject to appropriate adjustments to
the number of shares and the exercise price of each such assumed option.

(2) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. Amount of the Registration Fee was calculated pursuant
to Section 6(b) of the Securities Act of 1933, as amended.

SILICON VALLEY GROUP, INC.
REGISTRATION STATEMENT ON FORM S-8

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

There are hereby incorporated by reference into the Prospectus relating to
this Registration Statement pursuant to Rule 428 the following documents and
information heretofore filed with the Securities and Exchange Commission:

(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997, filed pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "1934 Act");

(b) Registrant's current report on Form 8-K dated March 18, 1997,
filed pursuant to Section 13 of the 1934 Act.

(c) The description of the Company's Common Stock to be offered
hereby, which is incorporated by reference to the Company's Registration
Statement on Form 8-A filed pursuant to Section 13 of the 1934 Act on
November 23, 1983, as amended by subsequently filed 1934 Act reports.

All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the 1934 Act on or after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES.

The class of securities to be offered is registered under Section 12
of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Inapplicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify its officers, directors, employees or agents in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act. Section VIII of the Restated Certificate of Incorporation
of the Company provides for indemnification of its directors to the fullest
extent permitted by the Delaware General Corporation Law and Article VI of the
Bylaws of the Company provides for indemnification of directors and officers of
the Company to the fullest extent permitted by the Delaware General Corporation
Law.

The Company maintains policies of insurance under which directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits or

II-1

proceedings, and certain liabilities which might be imposed as a result of
such actions, suits or proceedings to which they are parties by reason of
being or having been such directors or officers. The Company has also
entered into agreements with its directors and officers to provide
indemnification and advancement of expenses under certain circumstances.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the question has already been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Inapplicable.

ITEM 8. EXHIBITS.
Exhibit
Number
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4.1 Tinsley Laboratories, Inc. 1993 Incentive Stock Option Plan, as
amended.

4.2 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and Daniel J. Bajuk, dated February 4, 1993.

4.3 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and James A. Kennon, dated February 4, 1993.

4.4 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and Robert N. Kestner, dated February 4, 1993.

4.5 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and Robert J. Aronno, dated July 3, 1995.

4.6 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and Stephen J. Davenport, dated July 3, 1995.

4.7 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and Daniel J. Duckhorn, dated July 3, 1995.

4.8 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and Stephen E. Globus, dated July 3, 1995.

4.9 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and Steven E. Manios, dated July 3, 1995.

4.10 Nonqualified Stock Option Agreement between Tinsley Laboratories,
Inc. and John Kincade, dated July 3, 1995.

5.1 Opinion of counsel as to legality of securities being registered.

II-2

23.1 Consent of Deloitte & Touche, LLP, independent auditors.

23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).

24.1 Power of Attorney (see p. II-4).

ITEM 9. UNDERTAKINGS.

(a) Rule 415 Offering.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective, amendment to this registration statement to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) Filings Incorporating Subsequent Exchange Act Documents by
Reference.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Silicon Valley Group, Inc., certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San
Jose, State of California, on this 8th day of January, 1998.

SILICON VALLEY GROUP, INC.

By: /s/ Russell G. Weinstock
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Russell G. Weinstock
Vice President, Finance and Chief Financial
Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Papken S. Der Torossian and Russell G.
Weinstock, and each of them, as his true and lawful attorney-in-fact and
agent, each with full power of substitution and resubstitution, for him in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection
therewith, as fully and to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
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/s/ Papken S. Der Torossian Chief Executive Officer January 8, 1998
- ------------------------------ and Director
(Papken S. Der Torossian) (Principal Executive Officer)

/s/ Russell G. Weinstock Chief Financial Officer (Principal January 8, 1998
- ------------------------------ Financial Officer and Principal
(Russell G. Weinstock) Accounting Officer)

/s/ William A. Hightower
- ------------------------------ Director, President and COO January 8, 1998
(William A. Hightower)

- ------------------------------ Director
(William L. Martin)

/s/ Nam P. Suh
- ------------------------------ Director January 8, 1998
(Nam P. Suh)

/s/ Lawrence Tomlinson
- ------------------------------ Director January 8, 1998
(Lawrence Tomlinson)

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SILICON VALLEY GROUP, INC.

REGISTRATION STATEMENT ON FORM S-8

INDEX TO EXHIBITS

Exhibit
Number Description
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4.1 Tinsley Laboratories, Inc. 1993 Incentive Stock Option Plan.