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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):		October 25, 2007

Cohu, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-04298	95-1934119
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
12367 Crosthwaite Circle, Poway, California		92064
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code:		858-848-8100

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02 Results of Operations and Financial Condition.

On October 25, 2007, Cohu, Inc. (the "Company") issued a press release regarding its financial results for the third quarter ended September 29, 2007. The Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information in this Item 2.02 of this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

The exhibit listed below is being furnished with this Current Report on Form 8-K.

Exhibit No. - 99.1

Description - Third Quarter 2007 Earnings Release, dated October 25, 2007, of Cohu, Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Cohu, Inc.
October 25, 2007		By:		John H. Allen
				Name: John H. Allen
				Title: VP Finance & CFO

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Exhibit Index

Exhibit No.		Description
99.1		Third Quarter 2007 Earnings Release, dated October 25, 2007, of Cohu, Inc

Cohu Reports Third Quarter 2007 Operating Results

POWAY, Calif., October 25, 2007 — Cohu, Inc. (NASDAQ:COHU) today announced that net sales were $64.5 million for the third quarter ended September 29, 2007 compared to $74.8 million for the third quarter ended September 30, 2006 and $66.4 million for the second quarter ended June 30, 2007. Net income for the third quarter of 2007 was $2.2 million, or $0.10 per share compared to $4.2 million or $0.18 per share for the third quarter of 2006 and $2.0 million or $0.09 per share in the second quarter of 2007. Income from continuing operations for the third quarter of 2007 was $2.2 million or $0.10 per share compared to $4.5 million or $0.19 per share for the third quarter of 2006 and $2.0 million or $0.09 per share for the second quarter of 2007.

Net sales for the first nine months of 2007 were $184.3 million with income from continuing operations of $6.0 million or $0.26 per share compared to net sales of $193.5 million with income from continuing operations of $13.3 million or $0.58 per share for the first nine months of 2006. Net income for the first nine months of 2007 was $5.9 million or $0.26 per share compared to $12.3 million or $0.54 per share for 2006. Net income for the first nine months of 2006 benefited from a gain on the sale of our Littleton facility of approximately $3.0 million.

Sales of semiconductor equipment accounted for 87.3% of total third quarter 2007 sales. Microwave communications equipment contributed 6.6% of sales and closed circuit television cameras and related equipment were 6.1% of sales for the same period.

Cohu consolidated orders for the third quarter of 2007 were $54.9 million compared to $62.6 million for the second quarter of 2007. Third quarter 2007 orders for semiconductor equipment decreased to $41.7 million from $52.6 million in the second quarter of 2007. Backlog was $66.0 million at September 29, 2007 compared to $75.6 million at June 30, 2007. Cohu expects fourth quarter 2007 sales to be approximately $57 million to $62 million.

James A. Donahue, President and Chief Executive Officer, stated, “Third quarter sales were at the high end of our guidance due to better than expected sales of semiconductor equipment.  Gross margin benefited from improved product mix in our semiconductor equipment business, but net income was negatively impacted by operating losses in our microwave communications and closed circuit television operations.”

Donahue concluded, “Based on current customer forecasts and recent comments from other suppliers of back-end semiconductor equipment, we do not expect any significant improvement in near term demand for test handlers.  Operating results in our microwave communications and closed circuit television businesses are expected to improve in the fourth quarter.  Looking ahead, we have important development programs underway in both our high speed and high performance thermal handler segments that we believe position us for market share gains when business conditions improve. “

Cohu’s Board of Directors approved a quarterly cash dividend of $0.06 per share payable on January 4, 2008 to shareholders of record on November 30, 2007. Cohu has paid consecutive quarterly cash dividends since 1977.

Certain matters discussed in this release, including statements concerning Cohu’s expectations of market share gains, orders and revenues are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected or forecasted. Such risks and uncertainties include, but are not limited to, the concentration of our revenues from a limited number of customers; our ability to convert new products under development into production on a timely basis, support product development and meet customer delivery and acceptance requirements for next generation equipment; failure to obtain customer acceptance resulting in the inability to recognize revenue and accounts receivable collection problems; inventory write-offs; intense competition in the semiconductor test handler industry; our reliance on patents and intellectual property; compliance with U.S. export regulations; the cyclical and unpredictable nature of capital expenditures by semiconductor manufacturers; difficulties in integrating acquisitions and new technologies and other risks addressed in Cohu’s filings with the Securities and Exchange Commission, including the most recently filed Form 10-K and Form 10-Q. Cohu assumes no obligation to update the information in this release.

Cohu is a supplier of test handling, burn-in and thermal solutions used by the global semiconductor industry, microwave communications and closed circuit television equipment.

Cohu will be conducting their conference call on Thursday, October 25, 2007 at 2:00 p.m. Pacific Time. The call will be webcast at www.cohu.com. Replays of the call can be accessed at www.cohu.com.

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Cohu, Inc.

Condensed Consolidated Statements of Income

(in thousands, except per share amounts) (unaudited)

(1)

The three-month periods ended September 29, 2007 and September 30, 2006 contain 13 and 14 weeks, respectively. The nine-month periods ended September 29, 2007 and September 30, 2006 contain 39 weeks. Total share-based compensation recorded in the three-month period ended September 29, 2007 under SFAS 123R was approximately $1,016,000 and is included in cost of sales ($119,000); research and development ($322,000); and selling, general and administrative expense ($575,000). Total share-based compensation recorded in the nine-month period ended September 29, 2007 was approximately $3,138,000 and is included in cost of sales ($347,000); research and development ($937,000); and selling, general and administrative expense ($1,854,000). Total share-based compensation recorded in the three-month period ended September 30, 2006 was approximately $1,125,000 and is included in cost of sales ($114,000); research and development ($343,000); and selling, general and administrative expense ($668,000). Total share-based compensation recorded in the nine-month period ended September 30, 2006 was approximately $2,625,000 and is included in cost of sales ($280,000); research and development ($765,000); and selling, general and administrative expense ($1,580,000).

(2)

In May, 2006, Cohu sold its metal detection equipment business, Fisher Research Laboratory (FRL). As a result of the disposition, the operating results of FRL have been presented as discontinued operations.

(3)

Includes a loss on disposition of approximately $466,000 and $1,272,000 in the three- and nine-month periods ended September 30, 2006, respectively.

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Cohu, Inc.
Condensed Consolidated Balance Sheets

(in thousands) (unaudited)

For press releases and other information of interest to investors, please visit Cohu’s website at www.cohu.com
Contact: John Allen — Investor Relations (858) 848-8106

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