View:
Download DOC
Download PDF
Download XLS
SEC FORM 3/A SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
SCHOLEFIELD COLIN P
(Last) (First) (Middle)
12367 CROSTHWAITE CIRCLE
(Street)
POWAY CA 92064
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2005 		3. Issuer Name and Ticker or Trading Symbol
COHU INC [ COHU ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior VP, Sales & Service
 5. If Amendment, Date of Original Filed (Month/Day/Year)
07/25/2005
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Cohu, Inc. Common Stock 3 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) 11/13/1997(1) 11/13/2006 Common Stock 2,500 8.5 D
Employee Stock Option (Right to Buy) 12/15/1999(2) 12/15/2008 Common Stock 9,000 10.82 D
Employee Stock Option (Right to Buy) 03/10/2000(3) 03/10/2009 Common Stock 6,000 12.07 D
Employee Stock Option (Right to Buy) 10/20/2001(4) 10/20/2010 Common Stock 15,000 13.88 D
Employee Stock Option (Right to Buy) 10/02/2002(5) 10/02/2011 Common Stock 20,000 14.68 D
Employee Stock Option (Right to Buy) 10/14/2003(6) 10/14/2012 Common Stock 25,000 11.66 D
Employee Stock Option (Right to Buy) 12/11/2004(7) 12/11/2013 Common Stock 20,000 18.35 D
Employee Stock Option (Right to Buy) 10/27/2005(8) 10/27/2014 Common Stock 20,000 15.04 D
Explanation of Responses:
1. Exercisable as to 1/4 of the shares on the first four anniversary dates following 11/13/1996.
2. Exercisable as to 1/4 of the shares on the first four anniversay dates following 12/15/1998.
3. Exercisable as to 1/4 of the shares on the first four anniversary dates following 03/10/1999.
4. Exercisable as to 1/4 of the shares on the first four anniversary dates following 10/20/2000.
5. Exercisable as to 1/4 of the shares on the first four anniversary dates following 10/02/2001.
6. Exercisable as to 1/4 of the shares on the first four anniversary dates following 10/14/2002.
7. Exercisable as to 1/4 of the shares on the first four anniversary dates following 12/11/2003.
8. Exercisable as to 1/4 of the shares on the first four anniversary dates following 10/27/2004.
Remarks:
This amendment is being filed to attach the Power of Attorney
/s/ John H. Allen (Attorney-in-Fact) 07/25/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
 Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the
undersigned hereby constitutes and appoints each of JAMES A. DONAHUE and
JOHN H. ALLEN, signing singly, the undersigned's true and lawful
attorney-in-fact to:

(1)	execute for and on behalf of the undersigned,
in the undersigned's capacity as an officer and/or director of Cohu, Inc.
(the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;

(2)	do and
perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4, or 5,
complete and execute any amendment or amendments thereto, and timely file
such form with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and

(3)	take any other action of
any type whatsoever in connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discrection.

	The undersigned hereby grants to each
such attorney-in-fact full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary, or proper to be done
in the exercise of any of the rights and powers herein granted, as fully to
all intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exhange Act of 1934.

	This
Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

	IN WITNESS WHEREOF, the
undersigned has caused this Power of Attorney to be executed as of this
9th  day of   March , 2005.


 /s/ Colin P. Scholefield
Signature



  Colin P. Scholefield
Print Name