EXHIBIT 10(a)

                                 AMENDMENT NO. 2
                                     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 one time thereafter, for the benefit of its
eligible employees and eligible employees of its subsidiaries;

     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 (i) to clarify the
method of paying the exercise price of options granted under the Plan, and (ii)
to add a service requirement to the definition of "Retirement";

     NOW, THEREFORE, with respect to options granted on or after May 16, 2000,
the Kulicke and Soffa Industries, Inc. 1994 Employee Incentive Stock Option and
Non-Qualified Stock Option Plan is hereby amended as follows:

     1. The first sentence of Subparagraph (b)(4)(B) (Manner of Payment) of
Section 6 (Options) is amended to read as follows:

     The Option price shall be payable:

               (i) In cash or its equivalent;

               (ii) In Common Shares previously acquired by the Key Employee;
          provided that if such Common Shares were acquired through the exercise
          of an ISO or NQSO, such shares have been held by the Key Employee for
          such period of time as required to be considered "mature" shares for
          purposes of accounting treatment; or

               (iii) In any combination of (i) and (ii) above.

     2. The last paragraph of Subparagraph (b)(5a) (Exercise upon Retirement of
Key Employee) of Section 6 (Options) is amended to read as follows:





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          For purposes of this Plan, Retirement shall mean a Key Employee's
     retirement from the Company and its Subsidiaries at or after attaining age
     65 and completing at least five years of employment with the Company and
     its Subsidiaries, or before such time if expressly agreed to by the
     Company.

     3. The second paragraph of Paragraph (e) (Withholding and Use of Shares to
Satisfy Tax Obligations) of Section 12 (Miscellaneous) is amended to read as
follows:

          In order to satisfy the withholding requirements of applicable federal
     tax laws, Key Employees may satisfy the minimum required federal
     withholding tax, in whole or in part, by returning to the Company Common
     Shares, which shares shall be valued, for this purpose, at their Fair
     Market Value on the date of exercise of the Option (or if later, the date
     on which the Key Employee recognizes ordinary income with respect to such
     exercise) ("Determination Date"). Alternatively, the Committee, in its
     discretion, may permit the Key Employee to satisfy the minimum required
     federal withholding tax, in whole or in part, by electing to have the
     Company withhold Common Shares. An election to use Common Shares to satisfy
     tax withholding requirements must be made in compliance with and subject to
     any withholding rules adopted by the Committee. The Company may not
     withhold shares in excess of the number necessary to satisfy the minimum
     required federal income tax withholding requirements. In the event Common
     Shares acquired under the exercise of an Option, granted under this Plan or
     any other plan of the Company, are used to satisfy such withholding
     requirement, such Common Shares must have been held by the Key Employee for
     such period of time as required to be considered "mature" shares for
     purposes of accounting treatment.

     IN WITNESS WHEREOF, Kulicke and Soffa Industries, Inc. has caused this
Amendment No. 2 to be executed this _______ day of ________________, 2000.



[Seal]                                      KULICKE AND SOFFA INDUSTRIES, INC.


Attest:                                     By:
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