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                                                                EXHIBIT 10(xxiv)


                                 AMENDMENT NO. 1
                                     TO THE
                       KULICKE AND SOFFA INDUSTRIES, INC.
                      2001 EMPLOYEE INCENTIVE STOCK OPTION
                       AND NON-QUALIFIED STOCK OPTION PLAN

                          (Effective December 18, 2000)


      WHEREAS, Kulicke and Soffa Industries, Inc. (the "Company") has
established the Kulicke and Soffa Industries, Inc. 2001 Employee Incentive Stock
Option and Non-Qualified Stock Option Plan (the "Plan") effective December 18,
2000; and

      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. 1 to be
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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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