EXHIBIT 10(xix)


                                 AMENDMENT NO. 4
                                     TO THE
                       KULICKE AND SOFFA INDUSTRIES, INC.
                      1994 EMPLOYEE INCENTIVE STOCK OPTION
                       AND NON-QUALIFIED STOCK OPTION PLAN


            WHEREAS, Kulicke and Soffa Industries, Inc. (the "Company")
maintains the Kulicke and Soffa Industries, Inc. 1994 Employee Incentive Stock
Option and Non-Qualified Stock Option Plan (the "Plan"), as amended and restated
effective October 8, 1996, and as amended on three occasions thereafter,
including an amendment to adjust the number of shares to reflect a stock split
pursuant to resolutions of the Compensation Committee of the Company;

            WHEREAS, the Company reserved the right to amend the Plan at any
time, subject to certain inapplicable limitations;

            WHEREAS, the Company desires to amend the Plan in order to provide
the Company's Compensation Committee with the discretion to delegate certain of
its authority under the Plan to senior officers of the Company;

            NOW, THEREFORE, Section 2 of the Plan is hereby amended to read as
follows:

                                    SECTION 2
                                 ADMINISTRATION

            The Plan shall be administered by the Company's Compensation
      Committee ("Committee"), which shall consist solely of not fewer than two
      (2) "non-employee directors" (within the meaning of Rule 16b-3(b)(3) under
      the Securities Exchange Act of 1934, or any successor thereto) of the
      Company who are also "outside directors" (within the meaning of Treas.
      Reg. Section 1.162-27(e)(3), or any successor thereto), who shall be
      appointed by, and shall serve at the pleasure of, the Company's Board of
      Directors ("Board"). Each member of such Committee, while serving as such,
      shall be deemed to be acting in his or her capacity as a director of the
      Company.

            The Committee shall have the authority, subject to the terms of the
      Plan, to select the persons to be granted ISOs and NQSOs under the Plan,
      to grant Options on behalf of the Company, and to set the date of grant
      and the other terms of such Options. The Committee may correct any defect,
      supply any omission and reconcile any inconsistency in the Plan and in any
      Option granted hereunder in the manner and to the extent it shall deem
      desirable. The Committee also shall have the authority to establish such
      rules and regulations, not inconsistent with the provisions of the Plan,
      for the proper administration of the Plan, and to amend, modify or rescind
      any such rules and regulations, and to make such determinations and
      interpretations under, or in connection with, the Plan, as it deems
      necessary or advisable. All such rules, regulations, determinations and
      interpretations shall be binding and conclusive upon the Company, its
      Subsidiaries and shareholders and all officers and employees and former
      officers and employees, and upon their respective legal representatives,
      beneficiaries, successors and assigns and upon all other persons claiming
      under or through any of them. The Committee may delegate to the Office of
      the President and/or to other senior officers of the Company its duties
      under the Plan pursuant to such conditions or limitations as the Committee
      may establish, except that only the Committee may make any awards to or
      determinations regarding grants to employees who are subject to Section 16
      of the Securities Exchange Act of 1934.

            No member of the Board or the Committee, and no delegate of the
      Committee, shall be

      liable for any action or determination made in good faith with respect to
      the Plan or any Option granted hereunder.

            IN WITNESS WHEREOF, Kulicke and Soffa Industries, Inc. has caused
this Amendment No. 4 to be executed as adopted by the Board of Directors of the
Company on the first day of August 2001.

[Seal]                                    KULICKE AND SOFFA INDUSTRIES, INC.



Attest:                                   By:
       -----------------------------         -----------------------------------

                                          Date:
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