Exhibit 10(xxiv)

                                 AMENDMENT NO. 3
                                     TO THE
                         KULICKE & SOFFA INDUSTRIES INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN

     WHEREAS, Kulicke & Soffa Industries Inc. (the "Company") maintains the
Kulicke & Soffa Industries Inc. Executive Deferred Compensation Plan (the
"Plan") as amended and restated effective October 1, 1999 for the benefit of its
eligible employees; and

     WHEREAS, the Company desires to amend the Plan, with the consent of the
participants therein, to revise the definition of "Special Circumstance":

     NOW THEREFORE, effective February 12, 2002, Section 1.24 of the Plan is
hereby amended to read as follows:

          1.24 Special Circumstance means, effective February 12, 2002, the
     reporting by K&S of consolidated net losses equal to or in excess of
     $200,000,000, over a measuring period not exceeding two fiscal years of K&S
     (beginning with a fiscal year in which a loss for the year is reported). A
     Special Circumstance shall be deemed to occur on the date on which K&S
     makes an announcement of quarterly or annual earnings showing consolidated
     net losses, which together with losses reported previously during the
     measuring period, equal or exceed such $200,000,000 amount.

     IN WITNESS WHEREOF, the Company has caused this Amendment No. 3 to be
executed by its duly authorized officers this 12/th/ day of February 2002.

[Corporate Seal]                            KULICKE & SOFFA INDUSTRIES, INC.



Attest:__________________                   By:_____________________________