<PAGE>
 
    As filed with the Securities and Exchange Commission on January 31, 1996
    
                                      Registration Statement No. 33-____________

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                        ______________________________

                                   FORM  S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

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

             Pennsylvania                               23-1498399
             ------------                               ----------
   (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization                        Identification No.)

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

                        1994 EMPLOYEE STOCK OPTION PLAN
                        -------------------------------
                           (Full title of the plan)

                              Clifford G. Sprague
                             2101 Blair Mill Road
                            Willow Grove, PA  19090
                            -----------------------
                    (Name and address of agent for service)

 Telephone number, including area code, of agent for service:  (215)-784-6000
                                                               --------------

                 Please send copies of all communications to:

                         John C. Bennett, Jr., Esquire
                            Drinker Biddle & Reath
                             1345 Chestnut Street
                      Philadelphia National Bank Building
                         Philadelphia, PA  19107-3496

                        CALCULATION OF REGISTRATION FEE
                        -------------------------------

<TABLE>
<CAPTION>
Title of securities     Amount to be         Proposed               Proposed               Amount of
to be registered        registered (1)       maximum                maximum                registration fee (2)
                                             offering price per     aggregate offering
                                             share (2)              price (2)
-----------------------------------------------------------------------------------------------------------------
<S>                     <C>                  <C>                    <C>                    <C>
Common Shares,
no par value             1,700,000           $21.375                $36,337,500            $12,530.17
-----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant to Rule 416(a), this Registration Statement also registers such
     indeterminate number of additional shares as may become issuable under the
     Plan in connection with share splits, share dividends or similar
     transactions.

(2)  Calculated pursuant to Rule 457(h). Computed based upon $21.375 per share,
     the average of the high and low sales prices of a Common Share of the
     Registrant on the NASDAQ National Market on January 24, 1996.
<PAGE>
 
PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

       (Not required to be filed as part of the Registration Statement)


PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
          --------------------------------------- 

          The following documents are incorporated herein by reference:

     (a)  the Registrant's Annual Report on Form 10-K for the fiscal year
          ended September 30, 1995;

     (b)  all other reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934 (the "Exchange Act") since the end of
          the Registrants' fiscal year ended September 30, 1995; and

     (c)  the Form 8-A of the Registrant filed with the Securities and Exchange
          Commission (the "Commission") (registering the Registrant's Common
          Shares and containing a description thereof), as amended by Form 8-
          A12G filed September 8, 1995 and Form 8-A12G/A filed September 11,
          1995.

     All other reports and other documents filed by the Registrant pursuant to
     Sections 13, 14, or 15(d) of the Exchange Act subsequent to the date of
     this Registration Statement and prior to the filing of a post-effective
     amendment to this Registration Statement which indicates that all of the
     securities offered hereby have been sold or which deregisters all such
     securities then remaining unsold shall be deemed to be incorporated by
     reference in this Registration Statement and to be a part hereof from the
     date of the filing of such reports and documents.


ITEM 4.   DESCRIPTION OF SECURITIES.
          ------------------------- 

          Not Applicable.


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          -------------------------------------- 

          Not Applicable.


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
          ----------------------------------------- 

     The Company's By-laws require the Company to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed proceeding by reason of the fact that he or she is or was a director
or officer of the Company or is or was serving at the request of the Company as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such proceeding if he or she acted in
good faith and in manner he or she reasonably believed to be in, or not opposed
to, the best interests of the Company, and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Such indemnification as to expenses is mandatory to the extent the individual is
successful on the merits or otherwise in defense of the matter or in defense of
any claim, issue or matter herein. In addition, Pennsylvania law permits the
Company to provide similar indemnification to employees and agents who are not
directors of officers. The determination of whether an individual meets the
applicable standard of conduct may be made by disinterested directors,
independent legal counsel or the shareholders. Pennsylvania law also permits
indemnification in connection with a proceeding brought by or in the right of
the Company to procure a judgement in its favor.

                                      -2-
<PAGE>
 
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          ----------------------------------- 

          Not Applicable.


ITEM 8.   EXHIBITS.
          -------- 

Exhibit 4      The Company's 1994 Employee Stock Option Plan, filed as
               Exhibit 10(viii) to the Company's Annual Report on Form 10-K
               for the year ended September 30, 1994, is incorporated
               herein by reference.

Exhibit 5      Opinion of Drinker Biddle & Reath, counsel to the Registrant.

Exhibit 23.1   Consent of Price Waterhouse LLP (Independent Accountants).

Exhibit 23.2   Consent of Luboshitz, Kasierer & Co. (Independent Accountants).

Exhibit 23.3   Consent of Drinker Biddle & Reath (included in Exhibit 5).

Exhibit 24     Powers of Attorney of: James W. Bagley, Frederick W. Kulicke,
               Jr., John A. O'Steen, Allison F. Page, MacDonell Roehm, Jr.,
               Larry D. Striplin, Jr., and C. William Zadel.


ITEM 9.   UNDERTAKINGS.
          ------------ 

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

       (i)  To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");

      (ii)  To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of a prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in value and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and

     (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

     Provided, however, that paragraphs (i) and (ii) of this section do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement.

                                      -3-
<PAGE>
 
     (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of the securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (5)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      -4-
<PAGE>
 
                                  SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Willow Grove, Pennsylvania, on January 31, 1996.


                                  KULICKE AND SOFFA INDUSTRIES, INC.     
                                                                         
                                                                         
                                                                         
                                  By: /s/ C. SCOTT KULICKE               
                                     -----------------------------       
                                     Chairman of the Board and           
                                      Chief Executive Officer             


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE> 
<CAPTION> 
       Signature              Title                             Date
       ---------              -----                             ----
 
<S>                           <C>                               <C>  
 /s/ C. SCOTT KULICKE         Chairman of the Board             January 31, 1996
--------------------------
  C. Scott Kulicke             and Chief Executive
                               Officer
 
 /s/ CLIFFORD G. SPRAGUE      Senior Vice President             January 31, 1996
--------------------------
  Clifford G. Sprague          and Chief Financial
                               Officer
 
          *                   Director                          January 31, 1996
--------------------------
 James W. Bagley
 
          *                   Director                          January 31, 1996
--------------------------
 Frederick W. Kulicke, Jr.
 
          *                   Director                          January 31, 1996
--------------------------
 John A. O'Steen
 
          *                   Director                          January 31, 1996
--------------------------
 Allison F. Page
 
          *                   Director                          January 31, 1996
--------------------------
 MacDonell Roehm, Jr.
 
          *                   Director                          January 31, 1996
--------------------------
 Larry D. Striplin, Jr.
 
          *                   Director                          January 31, 1996
--------------------------
 C. William Zadel


 * /s/ C. SCOTT KULICKE
-------------------------
  C. Scott Kulicke,
   Attorney-in-fact
</TABLE> 
                                               
                                      -5-
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE> 
<CAPTION> 
 Exhibit No.       Title
 -----------       -----
 <S>               <C> 
   4               The Company's 1994 Employee Stock Option Plan, filed as  
                   Exhibit 10(viii) to the Company's Annual Report on Form  
                   10-K for the year ended September 30, 1994               
                   (incorporated by reference).                             
                                                                               
   5               Opinion of Drinker Biddle & Reath,                       
                   counsel to the Registrant.                               
                                                                               
   23.1            Consent of Price Waterhouse, LLP                         
                   (Independent Accountants)                                
                                                                               
   23.2            Consent of Luboshitz, Kasierer & Co.                     
                   (Independent Accountants)                                
                                                                               
   23.3            Consent of Drinker Biddle & Reath                        
                   (included in Exhibit 5).                                 
                                                                               
   24              Powers of Attorney of:  James W. Bagley, Frederick W.    
                   Kulicke, Jr., John A. O'Steen, Allison F. Page,          
                   MacDonell Roehm, Jr., Larry D. Striplin, Jr., and C.     
                   William Zadel.                                            
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17071}]
{"company-data": {"conformed-name": "KULICKE & SOFFA INDUSTRIES INC", "cik": "0000056978", "assigned-sic": "3559", "irs-number": "231498399", "state-of-incorporation": "PA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00567", "film-number": "96509141"}, "business-address": {"street1": "2101 BLAIR MILL RD", "city": "WILLOW GROVE", "state": "PA", "zip": "19090", "phone": "2157846000"}, "mail-address": {"street1": "2101 BLAIR MILL RD", "city": "WILLOW GROVE", "state": "PA", "zip": "19090"}}
As filed with the Securities and Exchange Commission on January 31, 1996
    
                                      Registration Statement No. 33-____________

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                        ______________________________

                                   FORM  S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933

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

             Pennsylvania                               23-1498399
             ------------                               ----------
   (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization                        Identification No.)

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

                        1994 EMPLOYEE STOCK OPTION PLAN
                        -------------------------------
                           (Full title of the plan)

                              Clifford G. Sprague
                             2101 Blair Mill Road
                            Willow Grove, PA  19090
                            -----------------------
                    (Name and address of agent for service)

 Telephone number, including area code, of agent for service:  (215)-784-6000
                                                               --------------

                 Please send copies of all communications to:

                         John C. Bennett, Jr., Esquire
                            Drinker Biddle & Reath
                             1345 Chestnut Street
                      Philadelphia National Bank Building
                         Philadelphia, PA  19107-3496

                        CALCULATION OF REGISTRATION FEE
                        -------------------------------
Title of securities     Amount to be         Proposed               Proposed               Amount of
to be registered        registered (1)       maximum                maximum                registration fee (2)
                                             offering price per     aggregate offering
                                             share (2)              price (2)
-----------------------------------------------------------------------------------------------------------------
Common Shares,
no par value             1,700,000           $21.375                $36,337,500            $12,530.17
-----------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416(a), this Registration Statement also registers such
     indeterminate number of additional shares as may become issuable under the
     Plan in connection with share splits, share dividends or similar
     transactions.

(2)  Calculated pursuant to Rule 457(h). Computed based upon $21.375 per share,
     the average of the high and low sales prices of a Common Share of the
     Registrant on the NASDAQ National Market on January 24, 1996.
PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

       (Not required to be filed as part of the Registration Statement)

PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
          --------------------------------------- 

          The following documents are incorporated herein by reference:

     (a)  the Registrant's Annual Report on Form 10-K for the fiscal year
          ended September 30, 1995;

     (b)  all other reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934 (the "Exchange Act") since the end of
          the Registrants' fiscal year ended September 30, 1995; and

     (c)  the Form 8-A of the Registrant filed with the Securities and Exchange
          Commission (the "Commission") (registering the Registrant's Common
          Shares and containing a description thereof), as amended by Form 8-
          A12G filed September 8, 1995 and Form 8-A12G/A filed September 11,
          1995.

     All other reports and other documents filed by the Registrant pursuant to
     Sections 13, 14, or 15(d) of the Exchange Act subsequent to the date of
     this Registration Statement and prior to the filing of a post-effective
     amendment to this Registration Statement which indicates that all of the
     securities offered hereby have been sold or which deregisters all such
     securities then remaining unsold shall be deemed to be incorporated by
     reference in this Registration Statement and to be a part hereof from the
     date of the filing of such reports and documents.

ITEM 4.   DESCRIPTION OF SECURITIES.
          ------------------------- 

          Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          -------------------------------------- 

          Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
          ----------------------------------------- 

     The Company's By-laws require the Company to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed proceeding by reason of the fact that he or she is or was a director
or officer of the Company or is or was serving at the request of the Company as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such proceeding if he or she acted in
good faith and in manner he or she reasonably believed to be in, or not opposed
to, the best interests of the Company, and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Such indemnification as to expenses is mandatory to the extent the individual is
successful on the merits or otherwise in defense of the matter or in defense of
any claim, issue or matter herein. In addition, Pennsylvania law permits the
Company to provide similar indemnification to employees and agents who are not
directors of officers. The determination of whether an individual meets the
applicable standard of conduct may be made by disinterested directors,
independent legal counsel or the shareholders. Pennsylvania law also permits
indemnification in connection with a proceeding brought by or in the right of
the Company to procure a judgement in its favor.

                                      -2-
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          ----------------------------------- 

          Not Applicable.

ITEM 8.   EXHIBITS.
          -------- 

Exhibit 4      The Company's 1994 Employee Stock Option Plan, filed as
               Exhibit 10(viii) to the Company's Annual Report on Form 10-K
               for the year ended September 30, 1994, is incorporated
               herein by reference.

Exhibit 5      Opinion of Drinker Biddle & Reath, counsel to the Registrant.

Exhibit 23.1   Consent of Price Waterhouse LLP (Independent Accountants).

Exhibit 23.2   Consent of Luboshitz, Kasierer & Co. (Independent Accountants).

Exhibit 23.3   Consent of Drinker Biddle & Reath (included in Exhibit 5).

Exhibit 24     Powers of Attorney of: James W. Bagley, Frederick W. Kulicke,
               Jr., John A. O'Steen, Allison F. Page, MacDonell Roehm, Jr.,
               Larry D. Striplin, Jr., and C. William Zadel.

ITEM 9.   UNDERTAKINGS.
          ------------ 

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

       (i)  To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");

      (ii)  To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of a prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in value and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and

     (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

     Provided, however, that paragraphs (i) and (ii) of this section do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement.

                                      -3-
(2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of the securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (5)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      -4-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Willow Grove, Pennsylvania, on January 31, 1996.

                                  KULICKE AND SOFFA INDUSTRIES, INC.     
                                                                         
                                                                         
                                                                         
                                  By: /s/ C. SCOTT KULICKE               
                                     -----------------------------       
                                     Chairman of the Board and           
                                      Chief Executive Officer             

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature              Title                             Date
       ---------              -----                             ----
/s/ C. SCOTT KULICKE         Chairman of the Board             January 31, 1996
--------------------------
  C. Scott Kulicke             and Chief Executive
                               Officer
 
 /s/ CLIFFORD G. SPRAGUE      Senior Vice President             January 31, 1996
--------------------------
  Clifford G. Sprague          and Chief Financial
                               Officer
 
          *                   Director                          January 31, 1996
--------------------------
 James W. Bagley
 
          *                   Director                          January 31, 1996
--------------------------
 Frederick W. Kulicke, Jr.
 
          *                   Director                          January 31, 1996
--------------------------
 John A. O'Steen
 
          *                   Director                          January 31, 1996
--------------------------
 Allison F. Page
 
          *                   Director                          January 31, 1996
--------------------------
 MacDonell Roehm, Jr.
 
          *                   Director                          January 31, 1996
--------------------------
 Larry D. Striplin, Jr.
 
          *                   Director                          January 31, 1996
--------------------------
 C. William Zadel

 * /s/ C. SCOTT KULICKE
-------------------------
  C. Scott Kulicke,
   Attorney-in-fact
-5-
EXHIBIT INDEX
Exhibit No.       Title
 -----------       -----
4               The Company's 1994 Employee Stock Option Plan, filed as  
                   Exhibit 10(viii) to the Company's Annual Report on Form  
                   10-K for the year ended September 30, 1994               
                   (incorporated by reference).                             
                                                                               
   5               Opinion of Drinker Biddle & Reath,                       
                   counsel to the Registrant.                               
                                                                               
   23.1            Consent of Price Waterhouse, LLP                         
                   (Independent Accountants)                                
                                                                               
   23.2            Consent of Luboshitz, Kasierer & Co.                     
                   (Independent Accountants)                                
                                                                               
   23.3            Consent of Drinker Biddle & Reath                        
                   (included in Exhibit 5).                                 
                                                                               
   24              Powers of Attorney of:  James W. Bagley, Frederick W.    
                   Kulicke, Jr., John A. O'Steen, Allison F. Page,          
                   MacDonell Roehm, Jr., Larry D. Striplin, Jr., and C.     
                   William Zadel.