FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

TACELLI DAVID G 		2. Issuer Name and Ticker or Trading Symbol

LTX-CREDENCE CORP [ LTXC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO and President
(Last)          (First)          (Middle)

LTX-CREDENCE CORPORATION, 825 UNIVERSITY AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/8/2010
(Street)

NORWOOD, MA 02062
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   10/8/2010     F    9843   D $6.11   (2) 611143   (1) D    
Common Stock   10/8/2010     F    11907   D $6.11   (3) 599236   D    
Common Stock   10/8/2010     F    10478   D $6.11   (4) 588758   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  As of September 30, 2010, LTX-Credence Corporation effected a three-for-one reverse stock split, which is reflected in the share numbers. All previously reported exercise prices, option grants and similar instruments convertible into common stock have been proportionately adjusted to reflect the reverse split.
( 2)  Each restricted stock unit represents the right to receive one share of LTX-Credence common stock. These restricted stock unit awards (RSUs) were originally granted on September 13, 2006 with performance based vesting. On October 8, 2008, the vesting of the RSUs was amended in consideration of waiver of rights under a change of control employment agreement to provide that 40% vested on October 8, 2008; 30% vested on October 8, 2009 and the remaining balance vested on October 8, 2010. The disposition of common stock described in this filing reflects the amount of shares of common stock withheld for tax withholding purposes.
( 3)  Each restricted stock unit represents the right to receive one share of LTX-Credence common stock. Under the terms of the RSUs: 25% of the units vested on October 8, 2009; 25% vested on October 8, 2010 and the remaining units will vest in two equal annual installments starting on October 8, 2011. The disposition of common stock described in this filing reflects the amount of shares of common stock withheld for tax withholding purposes.
( 4)  Each restricted stock unit represents the right to receive one share of LTX-Credence common stock. Under the terms of the RSUs: 33% of the units vested on October 8, 2009; 33% of the remaining units will vest on October 8, 2010 and 34% will vest on October 8, 2011. The disposition of common stock described in this filing reflects the amount of shares of common stock withheld for tax withholding purposes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TACELLI DAVID G
LTX-CREDENCE CORPORATION
825 UNIVERSITY AVENUE
NORWOOD, MA 02062 		X
CEO and President

Signatures
/s/David G. Tacelli 10/12/2010
** 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 4(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 control number.
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