<DOCUMENT>
<TYPE>EX-10.(XX)
<SEQUENCE>5
<FILENAME>w55854ex10-xx.txt
<DESCRIPTION>AMENDMENT NO.5 TO COMPANY'S 1994 STOCK OPTION PLAN
<TEXT>
<PAGE>
                                                                  EXHIBIT 10(xx)


                                 AMENDMENT NO. 5
                                     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 four 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 to provide the
Company with greater flexibility in setting the vesting criteria applicable to
options granted thereunder;

            NOW, THEREFORE, effective as of October 2, 2001, Section 6(b)(4)(A)
of the Plan is hereby amended to read as follows:

                  (4) EXERCISE.

                        (A) GENERAL. Options shall be exercisable in such
      installments, on such dates, and/or upon fulfillment of such other
      conditions as the Committee may specify, provided that:



            IN WITNESS WHEREOF, Kulicke and Soffa Industries, Inc. has caused
this Amendment No. 5 to be executed this ____ day of _______________, 2001.


[Seal]                                    KULICKE AND SOFFA INDUSTRIES, INC.



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

                                          Date:
                                               ---------------------------------


</TEXT>
</DOCUMENT>
