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                                                              EXHIBIT 10(iii)(K)

                                AMENDMENT TO THE
                        DALLAS SEMICONDUCTOR CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN


         THIS AMENDMENT is executed on this 31st day of October, 2000 by Dallas
Semiconductor Corporation, a Delaware corporation (the "Company").

                                   WITNESSETH:

         WHEREAS, the Company has previously established the Dallas
Semiconductor Corporation Employee Stock Purchase Plan (the "Plan"); and

         WHEREAS, the Company desires to amend the Plan to conform to changes
the Internal Revenue Service requested from an unrelated employer with an
employee stock purchase plan intended to be qualified under section 423 of the
Internal Revenue Code of 1986, as amended; and

         WHEREAS, the Company may amend the Plan in accordance with Paragraph 17
of the Plan.

         NOW, THEREFORE, effective on November 1, 2000, the Plan is amended as
follows:

1.       Existing Paragraph 2(v) of the Plan is deleted in its entirety, and the
         following is substituted in its place:

                           "(v) "Subsidiary" shall mean a domestic or foreign
                  corporation of which not less than 50% of the total combined
                  voting power of all classes of stock is held either by (i) the
                  Company or (ii) any other corporation in an unbroken chain of
                  corporations (beginning with the Company, and in which not
                  less than 50% of the total combined voting power of all
                  classes of stock is held by each corporation in the chain),
                  without regard to whether such corporation now exists or is
                  hereafter organized or acquired."

2.       Existing Paragraph 6(a) of the Plan is deleted in its entirety, and the
         following is substituted in its place:

                           "(a) On the Grant Date of each Offering Period during
                  the term of the Plan, each Participant in such Offering Period
                  shall be granted an option to purchase up to a number of whole
                  Shares determined by dividing the percentage of such
                  Participant's Compensation specified in the Participant's
                  applicable Enrollment Agreement during the Offering Period by
                  the Exercise Price; provided, however, that: (i) the number of
                  Shares subject to such option shall be reduced, if necessary,
                  to a number of Shares which would not exceed the limitations
                  described in PARAGRAPH 3(b) or PARAGRAPH 10(a) hereof; and
                  (ii) notwithstanding any other provision herein, the maximum

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                  number of Shares that may be granted to any Participant during
                  an Offering Period shall not exceed two thousand five hundred
                  (2,500) Shares. The fair market value of a Share shall be
                  determined as provided in PARAGRAPH 6(b)."

3.       Existing Paragraph 9(b) of the Plan is deleted in its entirety, and the
         following is substituted in its place:

                           "(b) Upon termination of the Participant's Continuous
                  Status as an Employee of the Company for any reason, he or she
                  will be deemed to have elected to withdraw from the Plan and
                  the payroll deductions credited to his or her Payroll
                  Deduction Account will be returned to such Participant and his
                  or her option will be canceled; provided, however, that a
                  Participant who goes on a leave of absence shall be permitted
                  to remain in the Plan with respect to an Offering Period which
                  commenced prior to the beginning of such leave of absence and
                  each subsequent Offering Period, but only for so long as such
                  Participant's leave of absence, measured from the first day of
                  his or her leave of absence, has not exceeded the greater of
                  (i) ninety (90) days or (ii) the period during which such
                  Participant's right to employment with the Company is
                  guaranteed either by statute or contract (collectively, the
                  "Statutory Period"). If such Participant is not guaranteed
                  reemployment by contract or statute and the leave of absence
                  exceeds ninety (90) days, such Participant shall be deemed to
                  have terminated employment on the ninety-first (91st) day of
                  such leave of absence."

4.       Existing Paragraph 9(c) of the Plan is deleted in its entirety, and the
         following is substituted in its place:

                           "(c) Payroll deductions for a Participant on a paid
                  leave of absence will continue at the same rate as in effect
                  prior to such leave and the Participant's option for the
                  purchase of Shares will be automatically exercised pursuant to
                  PARAGRAPH 7. Payroll deductions for a Participant on an unpaid
                  leave of absence will cease as of the first day that the leave
                  of absence is unpaid but will resume upon the Participant's
                  return to work at the same rate as in effect prior to such
                  leave and the Participant's option for the purchase of Shares
                  will be automatically exercised pursuant to PARAGRAPH 7;
                  provided, however, that if a leave of absence exceeds the
                  Statutory Period, the Participant shall not be permitted to
                  re-enter the Plan until a new Enrollment Agreement is filed
                  with respect to the Offering Period which commences after such
                  Participant has returned to work from such leave of absence. A
                  Participant may elect to withdraw from the Plan pursuant to
                  PARAGRAPH 9(a), at the beginning of either a paid or unpaid
                  leave of absence."

5.       A new Paragraph 10(d) is added to the end of existing Paragraph 10 of
         the Plan as follows:

                           "(d) A Participant who purchases Shares under this
                  Plan shall receive and be the transferee, at such time as the
                  Shares are purchased, of

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                  substantially all of the rights of ownership of such Shares,
                  in accordance with Treasury Regulations Section 1.421-1(f) as
                  currently in effect or any successor to such Treasury
                  Regulations. Such rights of ownership shall include the right
                  to vote, the right to receive declared dividends, the right to
                  share in the assets of Company in the event of liquidation,
                  the right to inspect Company's books and the right to pledge
                  or sell such Shares, subject to the restrictions on such
                  rights in this Plan and the restrictions on such rights
                  imposed by applicable law."

6.       Existing Paragraph 13 of the Plan is amended by deleting the first two
         sentences of Paragraph 13 in their entirety, and the following sentence
         is substituted in their place:

                           "Neither payroll deductions credited to a
                  Participant's Payroll Deduction Account nor any rights with
                  regard to the exercise of an option to receive Shares under
                  the Plan may be assigned, transferred, pledged or otherwise
                  disposed of in any way (other than by will, the laws of
                  descent and distribution or as provided in PARAGRAPH 12
                  hereof) by the Participant, and an option granted to a
                  Participant under this Plan will be exercisable during his or
                  her lifetime and only by such Participant."

         IN WITNESS WHEREOF, DALLAS SEMICONDUCTOR CORPORATION has caused this
instrument to be executed by a duly authorized officer on the date set forth
above.

                                       DALLAS SEMICONDUCTOR CORPORATION


                                       /s/ Alan P. Hale
                                       -----------------------------------------
                                By     Alan P. Hale
                                       -----------------------------------------
                                Title  V. P. Finance & CFO
                                       -----------------------------------------