EXHIBIT 10(xvi)


                                 AMENDMENT NO. 1
                                     TO THE
                         KULICKE & SOFFA INDUSTRIES INC.
                      OFFICERS' DEFERRED COMPENSATION PLAN

     WHEREAS,  Kulicke & Soffa  Industries Inc. (the "Company")  established the
Kulicke  & Soffa  Industries  Inc.  Officers'  Deferred  Compensation  Plan (the
"Plan") effective October 1, 1994 for the benefit of its eligible officers; 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  September 18, 1998,  Section 1.24 of the Plan is
hereby amended to read as follows:

          1.24 Special  Circumstance  means the reporting by K&S of consolidated
     losses equal to or in excess of  $50,000,000,  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  losses, which together with losses reported
     previously  during the measuring  period,  equal or exceed such $50,000,000
     amount.

          IN WITNESS WHEREOF,  the Company has caused this Amendment No. 1 to be
     executed by its duly authorized officers this 18th day of September 1998.


[CORPORATE SEAL]                    KULICKE & SOFFA INDUSTRIES INC.


Attest:___________________          By:____________________________