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

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

Cohu, Inc.

(Name of Issuer)

Common Stock, $1.00 Par Value

(Title of Class of Securities)

001751-19257610

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        þ Rule 13d-1 (c)

        o Rule 13d-1 (d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

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.

 

 

             
13G
CUSIP No. 001751-19257610
  1. Name of Reporting Person:
Nicholas J. Cedrone		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,336,138
6. Shared Voting Power:
7. Sole Dispositive Power:
1,336,138
8.Shared Dispositive Power:
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,336,138
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
5.97%
  12.Type of Reporting Person:
IN

 

 

Item 1(a)  
Name of Issuer:
Cohu, Inc.
 
Item 1(b)   Address of Issuer’s Principal Executive Offices:
12367 Crosthwaite Circle, Poway, CA 92064
 
Item 2(a)   Name of Person Filing:
Nicholas J. Cedrone
 
Item 2(b)   Address of Principal Business Office or, if None, Residence:
One Monarch Drive, Littleton, MA 01460
 
Item 2(c)   Citizenship: United States
 
Item 2(d)   Title of Class of Securities: Common Stock, $1.00 par value
 
Item 2(e)   CUSIP Number: 001751-19257610
 
Item 3   If this statement is filed pursuant to Rule 13d-1(c), check this box þ
Item 4   Ownership
      The aggregate number and percentage of the class of securities of the issuer identified in Item 1 owned by Mr. Cedrone on December 31, 2004 was as follows:
(a) Amount beneficially owned: 1,336,138.
(b) Percent of class: 5.97%.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 1,336,138.
(ii) Shared power to vote or to direct the vote ______.
(iii) Sole power to dispose or to direct the disposition of 1,336,138.
(iv) Shared power to dispose or to direct the disposition of _______.

 

 

Item 5   Ownership of Five Percent or Less of a Class

 Not Applicable.
Item 6   Ownership of More than Five Percent on Behalf of Another Person

 Not Applicable.
Item 7   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

 Not Applicable.
Item 8   Identification and Classification of Members of the Group

Not Applicable.
Item 9   Notice of Dissolution of Group

 Not Applicable.
Item 10   Certification
     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
  January 26, 2006
  (Date)
 		  
  /s/ Nicholas J. Cedrone    
  (Signature)
 		  
  Nicholas J. Cedrone