SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

    Mail Stop 3030
March 17, 2009

VIA U.S. MAIL and FACSIMILE

 Mr. Maurice E. Carson Senior Vice President and Chief Financial Officer Kulicke and Soffa Industries, Inc. 1005 Virginia Drive Fort Washington, PA 19034
 RE: Kulicke and Soffa I ndustries, Inc.
  Form 10-K for the fiscal year ended September 27, 2008
  Filed December 11, 2008
  File No. 0-00121

Dear Mr. Carson:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Maurice E. Carson
Kulicke and Soffa Industries, Inc.
March 17, 2009 Page 2    Form 10-K as of September 27, 2008

Schedule II – Valuation and Qualifying Accounts, page 89

1. We note you reclassified fully deprec iated demonstration and evaluation
equipment from inventory to property, pl ant and equipment in the amount of $3.3
million during fiscal year 2008. Please tell us more about this reclassification.
Also, clarify why demonstration units included in i nventory were depreciated
instead of valued using estimated net r ealizable value, in accordance with ARB
43.  Support that your current accounting complies with GAAP.

Form 10-Q for the quarterly period ended December 27, 2008
 Note 2. Discontinued Operations, page 11

2. We note on September 29, 2008 that you completed the sale of your wire business
for gross proceeds of $155.0 million.  We al so note that in conjunction with the
sale, you entered into a joint developmen t and engineering services agreement
(“the Agreement”) with the purchaser.  The agreement, among other things,
indicates that you will continue to provid e process engineering and research and
development activities for the business for five years and additional transitional
services for at least one year to the pu rchaser. We also note that you collected
cash on behalf of the purchaser totaling $5.8 million as of December 27, 2008. In light of the provisions of the agreemen t and your continuing involvement in the
operations, please tell us why you believe your presen tation as discontinued
operations is appropriate.  No te that any significant continuing involvement in the
operations of the component after the disposal transaction would preclude
discontinued operations reporting.  Refer to the guidance in paragraph 42 of
SFAS 144 and EITF 03-13 in your response.
 Note 5. Goodwill and Intangible Assets, page 14

3. We note your disclosure that  “no triggering events have  occurred during fiscal
year 2009” that would have the effect of  reducing the fair value of goodwill below
its carrying value. Please  explain how you analyzed the difference between your
market capitalization and your book value of  your equity to conclude that an
impairment test was not necessary. E xplain any qualitative and quantitative
factors you considered (e.g. reconciliation).

Maurice E. Carson
Kulicke and Soffa Industries, Inc.
March 17, 2009 Page 3
ote 9. Shareholder’s Equity, page 20

N

. We note that your “total equity-based  compensation expense” for the three
ll us
As appropriate, please respond to these co mments within 10 business days or tell
us whe
our
ter
We urge all persons who are responsible for the accuracy and adequacy of the
er

re
In connection with responding to our comments, please provide, in writing, a
ateme
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
staff comments or changes to disclosure  in response to staff comments do not

‚ the company may not assert staff comme nts as a defense in any proceeding
f the
In addition, please be advise d that the Division of Enfo rcement has access to all
informa
You may contact Dennis Hult, Staff Account ant, at (202) 551-3618 or me at (202)
551-35
nt
Chief Accountant, at (202) 551-3671.
4
months ended December 27, 2008 reflects a “reversal of expense.” Please te
more about this reversal and refer to  the GAAP literature that supports your
accounting.

n you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
information.  Detailed cover letters greatly facilitate our  review.  Please submit y
cover letter on EDGAR.  Pleas e understand that we may ha ve additional comments af
reviewing your responses to our comments.
  disclosure in the filing to be certain that the filing includes all in formation required und
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they a
responsible for the accuracy and adequacy of the disclosures they have made.
  st nt from the company acknowledging that:
filings;
 ‚
foreclose the Commission from taking any action with respect to the filing; and

initiated by the Commission or any person under the federal secu rities laws o
United States.

tion you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
54 if you have questions regarding comm ents on the financial statements and
related matters.  In this regard, do not hesitate to contact Ma rtin James, Senior Assista

Maurice E. Carson
Kulicke and Soffa Industries, Inc. March 17, 2009 Page 4
 S i n c e r e l y ,
      A n g e l a  J .  C r a n e        Accounting Branch Chief