SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-A12G/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

KULICKE AND SOFFA INDUSTRIES, INC.
(Exact name of registrant as specified in its charter) 

   Pennsylvania                             23-1498399
-----------------------      ------------------------------------
(State of Incorporation      (IRS Employer Identification Number)
  or organization)



2101 Blair Mill Road
Willow Grove, Pennsylvania                      19090
-----------------------------------------     ----------
(Address of principal executive offices)     (Zip Code)

If this form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ]

If this form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ]

Securities to be registered pursuant to Section 12(b) of the Act:

None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, without par value
(Title of Class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant's Securities to be Registered.

The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, without par value, and 5,000,000 shares of preferred stock, without par value.

The holders of the Common Stock are entitled to one vote per share for each share held of record on all matters submitted to a vote of shareholders. Subject to preferential rights with respect to any series of preferred stock that may be issued, holders of the Common Stock are entitled to receive ratably such dividends as may be declared by the Board of Directors on the Common Stock out of funds legally available therefor, and in the event of a liquidation, dissolution or winding-up of the affairs of the Company, are entitled to share equally and ratably in all remaining assets and funds of the Company. In the election of directors, the holders of the Common Stock may multiply the number of votes the shareholder is entitled to cast by the total number of directors to be elected at a meeting of shareholders and cast the whole number of votes for one candidate or distribute them among some or all candidates. The holders of the Common Stock have no preemptive rights or rights to convert shares of the Common Stock into any other securities, are not subject to future calls or assessments by the Company and have no right of redemption.

The Company, by resolution of the Board of Directors and without any further vote or action by the shareholders, has the authority to issue preferred stock in one or more classes or series and to fix from time to time the number of shares to be included in each such series and the designations, preferences, qualifications, limitations, restrictions and special or relative rights of the shares of each such series. The ability of the Company to issue preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could adversely affect the voting power of the holders of the Common Stock and could have the effect of making it more difficult for a person to acquire, or of discouraging a person from acquiring, control of the Company.

The Company's By-laws provide for a classified Board of Directors consisting of four classes as nearly equal in size as the then authorized number of directors constituting the Board of Directors permits. At each annual meeting of shareholders, the class of directors to be elected at such meeting will be elected for a four-year term and the directors in the other three classes will continue in office. Each class shall hold office until the date of the fourth annual meeting for the election of directors following the annual meeting at which such director was elected. As a result, approximately one-fourth of the Board of Directors will be elected each year. Under the Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"), in the case of a corporation having a classified board, shareholders may remove a director only for cause. This provision, when coupled with the provision of the By-laws authorizing the Board of Directors to fill vacant directorships, precludes a shareholder from removing incumbent directors without cause and simultaneously gaining control of the Board of Directors by filling the vacancies created by such removal with its own nominees.

The Company's By-laws provide that no director of the Company shall be personally liable to the Company or its shareholders unless the director has breached or failed to perform the duties of his office and the breach or failure to perform constituted self-dealing, willful misconduct or recklessness. The effect of this provision is to limit the ability of the Company and its shareholders (through shareholder derivative suits on behalf of the Company) to recover monetary damages against a director for breach of certain fiduciary duties as a director (including breaches resulting from grossly negligent conduct). This provision does not, however, exonerate the directors from liability (i) pursuant to any criminal statute or (ii) for the payment of taxes pursuant to federal, state or local law. The By-laws of the Company provide for indemnification of the officers and directors of the Company to the fullest extent permitted by applicable law.

The Company's Articles of Incorporation include provisions that may have an anti-takeover effect. The Articles of Incorporation prohibit the Company from engaging in certain business combinations with any "20% Shareholder" (as defined) unless such business combination was approved by the Board of Directors before the 20% Shareholder became a 10% Shareholder (as defined), is approved by 70% of the Continuing Directors (as defined) of the Company or is approved by the affirmative vote of the holders of at least 80% of the outstanding shares of all classes and series of the Company's capital stock voting as a single class (85% with respect to certain mergers in which the shareholders do not receive a specified amount of cash per share) and by the holders of 66 2/3% of the outstanding shares of the Company's capital stock other than the shares beneficially owned by the 20% Shareholder (75% with respect to the mergers referred to above). Moreover, the Company, unless approved by 70% of the Continuing Directors and except for certain self-tenders, is prohibited from purchasing shares of its capital stock or, other than in the ordinary course of business, purchasing or selling assets or providing or receiving services from any 10% Shareholder without the affirmative vote of the holders of at least 50% of the outstanding shares of capital stock other than the shares beneficially owned by the 10% Shareholder.

The BCL includes additional provisions that may have an anti-takeover effect. The following summary of the BCL provisions applicable to the Company does not purport to be complete and is qualified in its entirety by reference to the BCL.

(i) Business Combination Transactions. The BCL prohibits a corporation from engaging in any merger or other business combination with an "interested shareholder" or an affiliate thereof unless (A) the business combination or the acquisition of shares in which a person becomes an interested shareholder is approved by the Board of Directors before the shareholder becomes an "interested shareholder," (B) the interested shareholder owns 80% of the corporation's outstanding voting shares and the business combination satisfies certain "fair price" criteria and is approved by the holders of a majority of the remaining shares, or (C) the holders of a majority of the voting shares (excluding those held by the interested shareholder unless the fair price criteria are satisfied) approve the business combination at a meeting held no earlier than five years after the interested shareholder's acquisition date. An "interested shareholder" is any beneficial owner of 20% or more of the voting shares of a corporation or an affiliate of the corporation who was at any time within the five year period prior to the date in question a beneficial owner of 20% or more of the voting shares of the corporation.

(ii) Directors' Standard of Care. The BCL expressly permits directors of a corporation to consider the interests of constituencies other than shareholders, such as employees, suppliers, customers and the community, in discharging their duties. In April 1990, the BCL was amended to provide, among other things, that directors need not, in their consideration of the best interests of the corporation, consider any particular constituency's interest, including the interests of shareholders, as the dominant or controlling interest. Further, the BCL, as amended in April 1990, expressly provides that directors do not violate their fiduciary duty solely by relying on "poison pills" or anti-takeover provisions of the BCL.

The effect of the above-described provisions, as well as the classification of the Company's Board of Directors, may be to deter hostile takeovers at a price higher than the prevailing market price for the Common Stock. In some circumstances, certain shareholders may consider these anti-takeover provisions to have disadvantageous effects. Tender offers or other non-open market acquisitions of stock are frequently made at prices above the prevailing market price of a company's stock. In addition, acquisitions of stock by persons attempting to acquire control through market purchases may cause the market price of the stock to reach levels that are higher than would otherwise be the case. These anti-takeover provisions may discourage any or all of such acquisitions, particularly those of less than all of the Common Stock, and may thereby prevent certain holders of Common Stock from having an opportunity to sell their stock at a temporarily higher market price.

The April 1990 amendments to the BCL contain two additional provisions that would have also automatically applied to the Company had its Board of Directors not acted by July 26, 1990 to opt out of them. The Board of Directors of the Company amended the By-laws on June 26, 1990 to opt out of the "control share" provision, which limits the voting power of shareholders owning 20 percent or a more of a corporation's voting stock, and the "disgorgement" provision, which permits a corporation to recover profits resulting from the sale of shares in certain situations, including those where an individual or group attempts to acquire at least 20 percent of the corporation's voting shares.

Item 2. Exhibits. 

3.(i)    The Registrant's Form of Amended Articles of
         Incorporation.

3.(ii)   The Registrant's Bylaws as amended and restated on June
         26, 1990.

4        Specimen Common Share Certificate.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

KULICKE AND SOFFA INDUSTRIES, INC. 

By:/s/ Clifford G. Sprague
  --------------------------------
    Clifford G. Sprague
    Senior Vice President and Chief
    Financial Officer

Date:  September 11, 1995

* The purpose of this Amendment No. 1 is to include the conformed signature which was omitted in the original Form 8-A12G/A filed September 8, 1995, at 3:36:13 pm Eastern Time.

EXHIBIT INDEX 

Exhibit
Number      Exhibit Name

3.(i)       The Registrant's Form of Articles of Incorporation
            as amended and restated as of February 21, 1986.

3.(ii)      The Registrant's Bylaws as amended
            and restated on June 26, 1990.


4           Specimen Common Stock Certificate

Exhibit 3.(i)

FORM OF ARTICLES OF INCORPORATION
OF KULICKE AND SOFFA INDUSTRIES, INC.
AS AMENDED AND RESTATED AS OF FEBRUARY 21, 1986

1. The name of the corporation is Kulicke and Soffa Industries, Inc.

2. The location of its registered office in this Commonwealth is 507 Prudential Road, Horsham, Pennsylvania 19044.

3. The purpose or purposes of the corporation are to engage in and to do any lawful act concerning any or all lawful business for which corporations may be incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania.

4. The term of the corporation's existence is perpetual.

5. The aggregate number of shares which the corporation shall have authority to issue is 55,000,000 consisting of 50,000,000 shares of Common Stock without par value and 5,000,000 shares of Preferred Stock, without par value. The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article 5, to provide for the issuance of shares of Preferred Stock, including one or more series of such stock, and to fix, from time to time by resolution, the number of shares to be included in each such series, and the designations, preferences, qualifications, limitations, restrictions, and special or relative rights of the shares of each such series.

6. For the purposes of this Article 6, the term "Business Combination" shall mean any one or more of the following transactions:

A. Any merger or consolidation of the corporation or any Subsidiary thereof with or into any 20% Shareholder or any other corporation which is, or after such merger or consolidation would be, an Affiliate of a 20% Shareholder; or

B. Any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in a single transaction or in a series of related transactions) of assets of the corporation or any of its subsidiaries to any 20% Shareholder or any Affiliate of any 20% Shareholder if the aggregate value of such assets is equal to or greater than 10% of this corporation's consolidated shareholder's equity; or

C. The issuance or transfer by this corporation or by any (subsidiary in a single transaction or a series or related transactions) of any securities of this corporation or any subsidiary to any 20% Shareholder or any Affiliate of any 20% Shareholder in exchange for cash, securities or property, or any combination thereof, having an aggregate fair market value equal to or greater than ten percent (10%) of this corporation's consolidated shareholders' equity; or

D. Any reclassification of securities, recapitalization, reorganization of this corporation or any merger or consolidation of this corporation with any of its Subsidiaries, or any similar transaction which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding capital stock beneficially owned by any 20% Shareholder or the proportionate number of votes which may be cast in an election of directors in respect of the shares of this corporation's capital stock beneficially owned by any 20% Shareholder; or

E. The adoption of any plan of dissolution, liquidation or partial liquidation which calls for distribution of assets in kind to any 20% Shareholder or any Affiliate of a 20% Shareholder; or

F. Any merger, consolidation, recapitalization, reorganization, dissolution or other similar transaction in which a 20% Shareholder and/or Affiliates of such 20% Shareholder, receives cash, securities or other property which is different in kind or amount from the distribution made in the transaction to all other holders of Common Stock and in which all holders of the Common Stock of this corporation do not receive in cash an amount per share at least as great as the highest price at which such 20% Shareholder or Affiliate of such 20% Shareholder has acquired shares of this corporation's Common Stock at or subsequent to the time such 20% Shareholder acquired a beneficial interest in 10% or more of the outstanding shares of any class or series of any capital stock in this corporation. If such 20% Shareholder or any Affiliate of such 20% Shareholder has acquired shares other than for each, the price at which such shares shall be deemed to have been acquired shall be determined by the Continuing Directors of this corporation and such determination of a majority of such Continuing Directors of this corporation shall be conclusive for the purposes of this Article 6:

provided, however, that no transaction described in Subparagraphs A through F above shall constitute a Business Combination:

(i) if the Board of Directors has by resolution authorized or ratified the execution and delivery of a written agreement in principle, memorandum of understanding, letter of intent, agreement or plan respecting such transaction prior to the time that any 20% Shareholder involved in such transaction acquired beneficial ownership of more than 10% of the outstanding shares of any class or series of any capital stock of this corporation, or

(ii) if 70% of the Continuing Directors have approved the transaction prior to its submission to the shareholders.

No Business Combination described in Subparagraphs A through E above shall be entered into by this corporation without the affirmative vote of the holders of at least 80% of the outstanding shares of all classes and series of this corporation's capital stock, voting as a single class, and the affirmative vote of the holders of at least 66 2/3% of all shares of this corporation's capital stock, other than the shares beneficially owned by the 20% Shareholder and no Business Combination described in Subparagraph F above shall be entered into by this corporation without the affirmative vote of the holders of at least 85% of the outstanding shares of all classes and series of this corporation's capital stock, voting as a single class, and the affirmative vote of the holders of at least 75% of all shares of this corporation's capital stock other than the shares of this corporation's capital stock other than the shares beneficially owned by the 20% shareholder.

This corporation shall not purchase any shares of its capital stock or, other than in the ordinary course of business, purchase any assets from, sell any assets to, obtain any services from or provide any services to any 10% Shareholder or any Affiliate thereof without the affirmative vote of the holders of at least 50% of the outstanding shares of all classes and series of this corporation's capital stock, voting as a single class, and the affirmative vote of the holders of 50% of all shares of this corporation's capital stock other than the shares beneficially owned by the 10% Shareholder; provided, however, that such vote of the shareholders shall not be required if the transaction is approved and authorized by the affirmative vote of 70% of the Continuing Directors of this corporation, or if the transaction is pursuant to a tender offer made by this corporation to its own shareholders and no 10% Shareholder or Affiliate of a 10% Shareholder is permitted by the terms of the tender offer to tender a greater proportion of the shares beneficially owned by such 10% Shareholder and the Affiliates of such 10% Shareholder that such shares so held by such 10% Shareholder and his Affiliates represent as a proportion of the outstanding shares of the class being tendered for by the corporation. The corporation is hereby specifically authorized to set appropriate conditions to any tender offer made by it limiting the shares to be tendered by 10% Shareholders and their Affiliates and/or the shares which the corporation is required to accept from 10% Shareholders and their Affiliates in any tender offer to such percentages of the shares beneficially owned by 10% Shareholder and their Affiliates as the Board of Directors deems to be in the best interests of the corporation, provided, however, that the provisions of this paragraph shall not apply to purchases by this corporation of its own capital stock on the over-the-counter market or on any exchange other than purchases effected on such markets in a "cross" transaction or by pre- arrangement, with a 10% Shareholder or an Affiliate of a 10% Shareholder.

For the purposes of this Article 6:

A. A "person" shall mean an individual, partnership, group, firm, corporation or other entity.

B. A "20% Shareholder" shall mean any person (other than this corporation or a subsidiary thereof) who or which, as of the record date for determination of shareholders entitled to notice of and to vote on the Business Combination or other transaction which is a subject of this Article 6, or who or which, immediately prior to the consummation of such transaction: (i) is the beneficial owner, directly or indirectly, of 20% or more of the outstanding shares of any class or series of this corporation's capital stock, (ii) is an Affiliate of this corporation and at any time within two years prior thereto was the beneficial owner, directly or indirectly, of 20% or more of the outstanding shares of any class or series of this corporation's capital stock.

C. A "10% Shareholder" shall mean any person (other than this corporation or a subsidiary thereof) who or which, as of the record date for determination of shareholders entitled to notice of and to vote on the Business Combination or other transaction which is a subject of this Article 6, or who or which, immediately prior to the consummation of such transaction: (i) is the beneficial owner, directly or indirectly, of 10% or more of the outstanding shares of any class or series of this corporation's capital stock, (ii) is an Affiliate of this corporation and at any time within two years prior thereto was the beneficial owner, directly or indirectly, of 10% or more of the outstanding shares of any class or series of this corporation's capital stock.

D. A person shall be deemed the "beneficial owner" of any shares of this corporation's capital stock:

(i) which such person or any of such person's Affiliates would be deemed to be the beneficial owner under Section 13D of the Securities Exchange Act of 1934 and the Regulations of the Securities and Exchange Commission thereunder, and

(ii) all shares of this corporation's capital stock beneficially owned by such person's Associates, and

(iii) all shares beneficially owned by any member of any partnership, limited partnership, syndicate or other group, and by any Affiliates and Associates of any member of any such entity of which such person would be deemed a member under the provisions of
Section 13 of the Securities Exchange Act of 1934 and the Regulations of the Securities and Exchange Commission thereunder.

E. A "Continuing Director" shall mean (i) a person who is a member of the Board of Directors of the corporation and has served as such continuously from a date prior to the date on which the 20% Shareholder or the 10% shareholder, as the case may be, whose holdings would give rise to the application of any of the provisions of this Article 6, acquired 10% of more of the outstanding shares of any class or series of the capital stock of this corporation, and (ii) any person designated, prior to such person's initial election or appointment as a director, as a Continuing Director by a majority of the Continuing Directors.

F. "Affiliate" of a person shall mean any person controlling, controlled by, or under control with, such person and any person acting in concert with, or as part of a group, with such person.

G. "Associate" of a person shall mean a relative, by blood, marriage or adoption, of closer relationship than second cousin, all relatives sharing the same domicile as a person, all trusts for the benefit of a person or any of such person's Affiliates or of which a person or an Affiliate of such person serves as trustee.

H. "Subsidiary" means any corporation, association, partnership or other entity in which this corporation holds an equity interest equal to or larger than 50% of the outstanding equity securities or has the right to cast on any matter at least 50% of the votes which the holders of all equity security holders are entitled to cast.

A majority of the Continuing Directors shall have the power and duty to determine, for the purposes of this Article 6, on the basis of the information available to them: (i) the number of shares of capital stock beneficially owned by any person, (ii) whether a person is an Affiliate or Associate, and (iii) who are members of any group.

The amendment, alteration, change or repeal of this Article 6, or any part thereof, shall require the affirmative vote of the holders of at least 80% of the outstanding shares of all classes and series of this corporation's capital stock, voting as a single class, and the affirmative vote of the holders of 66 2/3% of all shares of this corporation's capital stock other than shares beneficially owned by 20% Shareholders.

Whenever the By-Laws of this corporation provide for a classified Board of Directors of three or more classes, no amendment to the By-Laws adopted by the shareholders shall (A) reduce the number of classes of directors below three classes or
(b) increase or decrease the total number of directors or the number or directors in any class unless adopted by the affirmative vote of the holders of at least 80% of the outstanding shares of all classes and series of this corporation's capital stock voting as a single class and the affirmative vote of the holders of 66 2/3% of all shares of this corporation's capital stock other than shares beneficially owned by the 20% Shareholders. Nothing in this paragraph shall limit or prevent the Board of Directors from adopting resolutions increasing or decreasing the number of classes of directors, the number of directors in any class or the total number of directors

constituting the entire Board of Directors.

Exhibit 3.(ii)

KULICKE AND SOFFA INDUSTRIES, INC.

BY-LAWS
As Amended and Restated on June 26, 1990

ARTICLE I - OFFICES

1. Registered Office. The registered office of the Corporation shall be at:

2101 Blair Mill Road, Willow Grove, PA 19090

2. Other Offices. The Corporation may also have offices at such other places as the Board of Directors may from time to time appoint or the business of the Corporation may require.

ARTICLE II - SEAL

1. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Pennsylvania."

ARTICLE III - SHAREHOLDERS' MEETING

1. Place of Meeting. Meetings of the shareholders shall be held at the office of the Corporation at 2101 Blair Mill Road, Willow Grove, Pa. or at such other place or places, either within or without the Commonwealth of Pennsylvania, as may from time to time be selected.

2. Annual Meeting. The annual meeting of stockholders for the election of Directors and for the transaction of such other business as may properly come before said meeting shall be at such time as may be fixed by the Board of Directors on the second Tuesday in February in each year, but if such date be a legal holiday under the laws of the Commonwealth of Pennsylvania, then at the same hour on the next succeeding day not a holiday under the laws of said state. If the election of Directors shall not be held on the day designated herein therefor, the Board shall call a meeting forthwith for the election of Directors.

3. Voting. In all elections for directors cumulative voting shall be allowed. No share shall be voted at any meeting upon which any installment is due and unpaid.

4. Notice of Meetings. Except as provided in Section 1707 of the Pennsylvania Business Corporation Law of 1988, written notice of every meeting of shareholders shall be given in any manner permitted by law by or at the direction of the Secretary or such other person as is authorized by the Board of Directors to each shareholder of record entitled to receipt thereof, at least five days prior to the day named for the meeting, unless a greater period of notice is required by law in a particular case.
5. Judges of Election. In advance of any meeting of shareholders, the Board of Directors may appoint judges of election, who need not be shareholders, to act at such meeting or any adjournments thereof. If judges of election be not so appointed, the chairman of any such meeting may, and on the request of any shareholder or his proxy, shall make such appointment at the meeting. The number of judges shall be one or three. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares present and entitled to vote shall determine whether one or three judges are to be appointed. On request of the chairman of the meeting, or of any shareholder or his proxy, the judges shall make a report in writing of any challenge or question or matter determined by them, and execute a certificate of any fact found by them. No person who is a candidate for office shall act as a judge.

6. Special Meetings. Special meetings of the shareholders may be called at any time by the Board of Directors, by the Chairman of the Board or by the President of the Corporation. Business transacted at all special meetings shall be confined to the objects stated in the call and matters germane thereto.

ARTICLE IV - DIRECTORS

1. Number and Term of Office. The number of Directors of the Corporation shall be not less than four nor more than twelve and shall be divided into four classes. Upon the expiration of the term of each class, directors of that class shall be elected by the shareholders for four-year terms. The Board of Directors shall, from time to time, designate by resolution the number of directors which shall constitute the entire Board of Directors and the number of directors which shall constitute each class, which numbers shall remain in effect until modified or changed by the Board of Directors; provided, however, that the number of directors in each class shall be as nearly equal as possible and no change in the number of directors constituting the whole Board or any class of directors shall affect the incumbency or term of office of any incumbent director.

2. Vacancies. Vacancies in the Board of Directors shall be filled by a majority of the remaining members of the Board, though less than a quorum, and each person so elected shall be a director until the next selection of the class for which the director has been chosen, and until his successor has been selected and qualified or until his earlier death, resignation or removal.

3. Resignations. Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. The resignation shall be effective upon receipt thereof or at such subsequent time as may be specified in the notice of resignation. Unless otherwise specified therein, the acceptance of such resignation shall no be necessary to make it effective.

4. Annual Meeting. Immediately after each annual election of directors, the Board of Directors shall meet for the purpose of organization, election of officers, and the transaction of other business at the place where such election of directors was held. Notice of such meeting need not be given. In the absence of a quorum at said meeting, the same may be held at any other time and place which shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

5. Regular Meetings. Regular meetings of the Board shall be held at such time and place as shall be designated from time to time by the Board. Notice of such meetings need not be given. If the date fixed for any such regular meeting be a legal holiday under the laws of the State where such meeting is to be held, then the same shall be held on the next succeeding secular day not a legal holiday under the laws of said State, or at such other time as may be determined by resolution of the Board. At such meetings the directors may transact such business as may be brought before the meeting.

6. Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, by the President or by two or more of the directors, and shall be held at such time and place as designated in the call for the meeting. Notice of such special meeting shall be given by or at the direction of the person or persons authorized to call such meeting to each director at least three days prior to the day named for the meeting. At such meetings the directors may transact such business as may be brought before the meeting.

7. Organization. Every meeting of the Board of Directors shall be presided over by the Chairman of the Board, if one has been selected and is present, and, if not, the President, or in the absence of the Chairman of the Board and the President, a chairman chosen by a majority of the directors present. The Secretary, or in his absence, a person appointed by the Chairman, shall act as secretary.

8. Compensation. The Board of Directors shall, from time to time, set the compensation to be received by the Directors, as such, which may be in such forms as the Board of Directors determine including, without limitation, fixed sums, expenses for attendance at meetings, quarterly or annual honorariums, the grant of stock options, and/or other payments in cash or in stock of this Corporation. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

9. Committees. The Board of Directors may establish one or more Committees to exist of one or more directors of the Corporation. Any committee, to the extent provided by the Board of Directors, shall have and may exercise all of the powers and authority of the Board of Directors except that a committee shall not have any power or authority as to the following: (i) the submission to shareholders of any action requiring approval of shareholders under the Pennsylvania Business Corporation Law of 1988; (ii) the creation or filling of vacancies in the Board of Directors; (iii) the adoption, amendment or repeal of the bylaws; (iv) the amendment or repeal of any resolution of the Board that by its term is amendable or repealable only by the Board; (v) action on matters committed by the bylaws or resolution of the Board of Directors to another committee of the Board.

10. Use of Conference Telephone Equipment. Unless the Board of Directors determines otherwise in a particular case, one or more persons may participate in any meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other; however, the use of such equipment is not a matter of right for any person. Participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

11. Liability of Directors. Directors of this Corporation shall not be personally liable for monetary damages as such for any action taken, or failure to take any action, unless:

(a) The director has breached or failed to perform the duties of his office, and

(b) The breach or failure to perform constituted self- dealing, willful misconduct, or recklessness;

provided, however, that the provisions of this bylaw shall not apply to the responsibility or liability of a director pursuant to any criminal statute or the liability of a director for the payment of taxes pursuant to local, State or Federal law.

12. Indemnification. The Corporation shall and hereby agrees to indemnify any person who was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

The Corporation shall had hereby agrees to indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and except that no indemnification shall be made in response of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court of common pleas of the county in which the registered office of the Corporation is located or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the court of common pleas or such other court shall deem proper.

To the extent that a director, officer, employee or agent of a business corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the foregoing paragraphs of this bylaw or in defense of any claim, issue or matter therein, he shall be indemnified against, and the Corporation hereby agrees to indemnify him against, expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

The foregoing undertakings of the Corporation set forth in this Article IV, Section 12 shall be subject to the following provisions and conditions:

(a) Any indemnification under the provisions of this bylaw set forth above (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such provisions of this bylaw. Such determination shall be made:

(1) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or

(2) If such a quorum is not obtainable, or, even if obtainable if a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or

(3) By the shareholders.

(b) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in subparagraph
(a) of this bylaw upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this bylaw.

In addition to the indemnity provided for above, the Corporation shall and hereby agrees to indemnify any person who was or is party to any threatened, pending or completed action, suit or proceeding, whether civil, administrative or investigative (whether or not the action is by or in the right of the Corporation), by reason of the fact that he is or was a director of the Corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding unless the director has breached or failed to perform the duties of his office and such breach or failure to perform constituted self-dealing, willful misconduct or recklessness. The undertakings of the Corporation will set forth in this paragraph of Article VI of Section 12 of these bylaws is subject to the provisions set forth in subparagraphs
(a) and (b) immediately above.

The indemnification provided by this bylaw shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any other by law, agreement, vote of shareholders or disinterested directors of otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure tot he benefit of the heirs, executors and administrators of such person.

ARTICLE V - OFFICERS

1. General. The officers of the Corporation shall be a Chairman of the Board, a President, a Secretary and a Treasurer, and may include one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as the Board of Directors may authorize from time to time.

2. Compensation. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

3. Election and Term of Office. The officers of the Corporation shall be elected or appointed by the Board of Directors and each shall serve at the pleasure of the Board.

4. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. The registration shall be effective upon receipt thereof or at such subsequent time as may be specified in the notice of resignation. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5. Chairman of the Board. The Chairman of the Board shall be the chief executive officer of the Corporation, he or the Vice Chairman, if any, shall preside at all meetings of the shareholders and directors; he shall have general and active management of the business of the Corporation, shall see that all orders and resolutions of the Board are carried into effect, subject, however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the chief executive officer, to any other officer or officers of the Corporation. He shall have the power to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation. He shall have the general powers and duties of supervision and management usually vested in the chief executive officer of a corporation.

6. The President. The President shall be the chief operating officer of the Corporation. He shall have the general powers and duties of supervision and management usually vested in the chief operating officer of a corporation and he shall also have such authority and perform such duties as from time to time shall be prescribed by the Board or delegated to him by the Chairman of the Board.

7. The Vice Presidents. In the absence or disability of the President or when so directed by the Chairman of the Board or the President, any Vice President designated by the Board of Directors may perform all the duties of the President, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President; provided, however, that no Vice President shall act as a member of or as chairman of any committee of the Board of which the President is a member or chairman by designation or ex-officio, unless such Vice President is a member of the Board of Directors and has been designated expressly by the Board as the alternate to the President for purposes of service on such committee. The Vice Presidents shall perform such other duties as from time to time may be assigned to them respectively by the Board, the Chairman of the Board or the President.

8. The Secretary. The Secretary shall record all the votes of the shareholders and of the directors and the minutes of the meetings of the shareholders and of the Board of Directors in a book or books to be kept for that purpose and shall perform like duties for all committees of the Board of Directors when required; he shall see that notices of meetings of the Board and shareholders are given and that all records and reports are properly kept and filed by the Corporation as required by law; he shall be the custodian of the seal of the Corporation and shall see that it is affixed to all documents to be executed on behalf of the Corporation under its seal; and, in general, he shall perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned to him by the Board, the Chairman of the Board or the President.

9. Assistant Secretaries. In the absence or disability of the Secretary or when so directed by the Secretary, any Assistant Secretary may perform all the duties of the Secretary, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them respectively by the Board of Directors, the Chairman of the Board, the President, or the Secretary.

10. The Treasurer. The Treasurer shall have charge of all receipts and disbursements of the Corporation and shall have or provide for the custody of its funds and securities; he shall have full authority to receive and give receipts for all money due and payable to the Corporation, and to endorse checks, drafts, and warrants in its name and on its behalf and to give full discharge of the same; he shall deposit all funds of the Corporation, except such as may be required for current use, in such banks or other places of deposit as the Board of Directors or officers designated by the Board of Directors may from time to time designate; he shall render to the President, the Chairman of the Board and the Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation; and, in general, he shall perform all duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Board, the Chairman of the Board or the President.

11. Assistant Treasurers. In the absence or disability of the Treasurer or when so directed by the Treasurer, any Assistant Treasurer may perform all the duties of the Treasurer, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Treasurer. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Directors, the Chairman of the Board, the President, or the Treasurer.

ARTICLE VI. SHARE CERTIFICATES; TRANSFER

1. Share Certificates. Share certificates in the form prescribed by the Board of Directors shall be numbered and shall be signed by the Chairman of the Board or the President and by the Secretary or an Assistant Secretary of the Corporation, but such signatures may be facsimiles, engraved or printed. In case any officer who has signed, or whose facsimile signature has been placed upon, any share certificate shall have ceased to be such officer because of death, resignation, or otherwise, before the certificate is issued, it may be issued by the Corporation with the same effect as if the officer had not ceased to be such at the date of its issue.

2. Transfer of Shares. Transfers of shares shall be made on the books of the Corporation upon surrender of the certificates therefor, endorsed by the person named in the certificate or by attorney, lawfully constituted in writing. No transfer shall be made inconsistent with the provisions of 13 Pa.C.S. Div. 8 (relating to investment securities), as amended or supplemented from time to time.

3. Lost or Destroyed Share Certificates. Any person claiming a share certificate to be lost or destroyed shall make an affidavit or affirmation of that fact and advertise the same in such manner as the Board of Directors may require, and shall give the Corporation a bond of indemnity with sufficient surety to protect the Corporation or any person injured by the issue of a new certificate from any liability or expense which it or they may incur by reason of the original certificate remaining outstanding, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost or destroyed, but also subject to the approval of the Board of Directors.

ARTICLE VII. MISCELLANEOUS

1. Borrowing, etc. No officer, agent or employee of the Corporation shall have any power or authority to borrow money on its behalf, to pledge its credit, or to mortgage or pledge its real or personal property, except within the scope and to the extent of the authority delegated by resolution of the Board of Directors. Authority may be given by the Board for any of the above purposes and may be general or limited to specific instances.

2. Deposits and Investments. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositaries, or invested in such manner, as the Board of Directors or an officer designated by the Board of Directors may approve or designate, and all such funds shall be withdrawn only upon checks signed by, and all such investments shall be disposed of only by, such officers or employees as the Board or an officer designated by the Board of Directors shall from time to time determine.

3. Fiscal Year. The Fiscal year of the Corporation shall begin on the first day of October in each year.

4. Non-applicability of Certain Provisions of Law. The provisions of Subchapter G and H of Chapter 25 of the Pennsylvania Business Corporation Law of 1988, as amended, and any corresponding provisions of succeeding law, shall not be applicable to the Corporation.

ARTICLE VIII. AMENDMENTS

1. These bylaws may be amended or repealed, or new bylaws may be adopted, either (i) by vote of the shareholders at any duly organized annual or special meeting of shareholders, or (ii) with respect to those matters that are not by statute committed exclusively to the shareholders and regardless of whether the shareholders have previously adopted or approved the bylaw being amended or repealed, by the Board of Directors. Any change in these bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the change. No provision of these bylaws shall vest any property right in any shareholder as such.

Exhibit 4

[Kulicke & Soffa Logo]

KULICKE AND SOFFA INDUSTRIES, INC.

Incorporated under the laws of the Commonwealth of Pennsylvania Common Stock CUSIP 501242 10 1

(see reverse for certain definitions)

THIS IS TO CERTIFY that ___________________________________ is the owner of _____________________________________ fully-paid and non-assessable shares of the COMMON STOCK without par value of Kulicke and Soffa Industries, Inc. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.

The Corporation will furnish to any shareholder, upon request and without charge, a statement of the designations, voting rights, preferences, limitations and special rights of the shares of each class or series authorized to be issued so far as they have been fixed and determined and the authority of the board of directors to fix and determine the designations, voting rights, preferences, limitations and special rights of the classes and series of shares of the Corporation.

This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 

Dated:

/s/ Susan L. Waters                        /s/ C. Scott Kulicke
-------------------                        ---------------------
Assistant Secretary                        Chairman of the Board

[CORPORATE SEAL]

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM--as tenants in common
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT________Custodian________ under Uniform Gifts
(Cust) (Minor) to Minors Act __________ (State)

Additional abbreviations may also be used though not in the above list.

For Value Received, ______ hereby sell, assign and transfer unto

Please insert Social Security or
other identifying number of assignee

(please print or typewrite name and address, including zip code, of assignee)

Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated______________________________

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change

whatever.