AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT FOR WILLIAM BRADFORD

                                                                  Exhibit 10.39b

                               AMENDMENT NO. 1 TO
                              EMPLOYMENT AGREEMENT
                              FOR XXXXXXX XXXXXXXX


         WHEREAS, Semiconductor Components Industries, LLC ("Company") and
Xxxxxxx Xxxxxxxx ("Executive") entered into an Employment Agreement dated as of
April 1, 2002 ("Agreement");

         WHEREAS, all defined terms used herein shall have the meanings set
forth in the Agreement unless specifically defined herein;

         WHEREAS, Section 2(h)(i) of the Agreement provides for a limit on
Relocation Reimbursements ("Relocation Cap") in clause (G) as follows:

         "(G) certain termination charges, forfeitures, fees, penalties and
         expenses incurred by the Executive in Belgium associated with his
         relocation; provided that the Relocation Reimbursements shall not
         exceed $200,000."; and

         WHEREAS, the Company and the Executive now wish to amend the Agreement
to increase the Relocation Cap found in Section 2(h)(i)(G) from $200,000 to
$256,000 ("Amendment").

         NOW, THEREFORE, for mutual consideration the receipt of which is hereby
acknowledged, the Agreement is hereby amended as follows:

1.       Section 2(h)(i) of the Agreement is hereby amended by replacing (G)
of such Section with the following:

          "(G) certain termination charges, forfeitures, fees, penalties and
          expenses incurred by the Executive in Belgium associated with his
          relocation; provided that the Relocation Reimbursements shall not
          exceed $256,000."

2. Except as otherwise specifically provided in this Amendment, all terms and
conditions of the Agreement shall remain in full force and effect. All defined
terms used herein and not otherwise defined herein shall have the meanings
ascribed to such terms in the Agreement.






IN WITNESS WHEREOF, the Executive and the Company have executed this Amendment
as of the 20th date of March 2003.

EXECUTIVE:                      XXXXXXX XXXXXXXX, IN HIS INDIVIDUAL CAPACITY


                                By: /s/ XXXXXXX XXXXXXXX
                                    -------------------------------------
                                Name:  Xxxxxxx Xxxxxxxx
                                Title: Senior Vice President of Sales
                                       and Marketing



COMPANY:                        SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC


                                By: /s/ XXXXX XXXXXXX
                                    -------------------------------------
                                Name:  Xxxxx Xxxxxxx
                                Title: CEO