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

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                                   Form 10-Q/A

                                 Amendment No. 1

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(Mark One)

  X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
------   SECURITIES EXCHANGE ACT OF 1934

For the Quarter ended December 28, 2002

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
------   SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____.

                         Commission File Number: 0-19299

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                        Integrated Circuit Systems, Inc.
             (Exact name of registrant as specified in its charter)

                Pennsylvania                         23-2000174
     (State or other jurisdiction of               (IRS Employer
     incorporation or organization)              Identification No.)

                         2435 Boulevard of the Generals
                         Norristown, Pennsylvania 19403
                    (Address of principal executive offices)

                                 (610) 630-5300
               (Registrant's telephone number including area code)

                        --------------------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                                  Yes X  No
                                     ---   ---

As of February 7, 2003, there were 68,048,830 shares of Common Stock; $0.01 par
value, outstanding.


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PART II  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(b)      The following is a list of exhibits filed as part of the Form 10-Q:

         99.1     Certification pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                  (Chief Executive Officer)

         99.2     Certification pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
                  (Chief Financial Officer)

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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 thereunto duly authorized.

                                        INTEGRATED CIRCUIT SYSTEMS, INC.


Date: February 13, 2003                 By: /s/ Justine F. Lien
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                                            Justine F. Lien
                                            Vice President, Finance and
                                            Chief Financial Officer