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

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1. Name and Address of Reporting Person* McFarlane James G (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 Vice President	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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	16,558	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)	12/15/1999(1)	12/15/2008	Common Stock	10,000	10.82	D
Employee Stock Option (Right to Buy)	03/10/2000(2)	03/10/2009	Common Stock	20,000	12.07	D
Employee Stock Option (Right to Buy)	10/20/2001(3)	10/20/2010	Common Stock	30,000	13.88	D
Employee Stock Option (Right to Buy)	10/02/2002(4)	10/02/2011	Common Stock	20,000	14.68	D
Employee Stock Option (Right to Buy)	10/14/2003(5)	10/14/2012	Common Stock	20,000	11.66	D
Employee Stock Option (Right to Buy)	12/11/2004(6)	12/11/2013	Common Stock	15,000	18.35	D
Employee Stock Option (Right to Buy)	10/27/2005(7)	10/27/2014	Common Stock	15,000	15.04	D

Explanation of Responses:

1. Exercisable as to 1/4 of the shares on the first four anniversary dates following 12/15/1998.

2. Exercisable as to 1/4 of the shares on the first four anniversary dates following 03/10/1999.

3. Exercisable as to 1/4 of the shares on the first four anniversary dates following 10/20/2000.

4. Exercisable as to 1/4 of the shares on the first four anniversary dates following 10/02/2001.

5. Exercisable as to 1/4 of the shares on the first four anniversary dates following 10/14/2002.

6. Exercisable as to 1/4 of the shares on the first four anniversary dates following 12/11/2003.

7. Exercisable as to 1/4 of the shares on the first four anniversary dates following 10/27/2004.

Remarks:

	/s/ John H. Allen	03/17/2005
	** 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.
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