-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  CHIPPAC, INC.
                   (Exact Name of Registrant as Specified in Its Charter)
                    Delaware                          77-0463048
                (State or Other                    (I.R.S. Employer
                Jurisdiction of                   Identification No.)
                Incorporation or
                 Organization)

              3151 Coronado Drive                        95054
                  Santa Clara,                        (Zip Code)
                   California
            (Address of Principal
            Executive Offices)

                     CHIPPAC, INC. 1999 STOCK PURCHASE AND OPTION PLAN
                    CHIPPAC, INC. 2000 EQUITY INCENTIVE PLAN
                      CHIPPAC, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                Dennis P. McKenna
                      President and Chief Executive Officer
                                  ChipPAC, Inc.
                               3151 Coronado Drive
                          Santa Clara, California 95054
                          (Name and Address of Agent for Service)

                                 (408) 486-5900
               (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:
                             Eva Herbst Davis, Esq.
                                Kirkland & Ellis
                            777 South Figueroa Street
                          Los Angeles, California 90017
                                 (213) 680-8400

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                        Proposed       Proposed     Amount Of
 Title Of Securities  Amount To Be      Maximum         Maximum     Registration
   To Be Registered    Registered       Offering       Aggregate       Fee
                                       Price Per    Offering Price
                                        Share (1)
--------------------------------------------------------------------------------
Class A common stock, 8,191,236        $5.4684     $44,793,255     $11,825.42
par value $.01 per    shares (2)
share
--------------------------------------------------------------------------------

(1)   Calculated  by taking the weighted  average of (a) the exercise  price for
      all  options  that have been issued  under the  ChipPAC,  Inc.  1999 Stock
      Purchase  and  Option  Plan and  2000  Equity  Incentive  Plan and (b) the
      estimate  pursuant to Rule 457(h) based on the average of the high and low
      prices of the shares  reported on the Nasdaq  National Market on
      January 29, 2001 for all shares  which have not been issued  under the
      ChipPAC,  Inc. 2000 Equity  Incentive  Plan and the ChipPAC,  Inc.  2000
      Employee  Stock Purchase Plan.
(2)   Shares issued under the ChipPAC,  Inc. 1999 Stock Purchase and Option Plan
      and reserved for issuance  under the ChipPAC,  Inc. 2000 Equity  Incentive
      Plan and the ChipPAC, Inc. 2000 Employee Stock Purchase Plan.







--------------------------------------------------------------------------------

                                       2
<PAGE>





                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.       Plan Information.

      The documents  containing  the  information  specified in Part I (plan and
registrant  information)  will be delivered in  accordance  with Rule  428(b)(1)
under the  Securities  Act of 1933,  as amended  (the  "Securities  Act").  Such
documents  are not required to be, and are not,  filed with the  Securities  and
Exchange  Commission  (the  "Commission"),  either as part of this  Registration
Statement or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424
under the Securities  Act. These  documents,  and the documents  incorporated by
reference in this Registration  Statement  pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

Item 2.       Registrant Information and Employee Plan Annual Information.

      Upon  written  or  oral  request,  any of the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement,  which are also
incorporated  by  reference in the Section  10(a)  prospectus,  other  documents
required to be delivered to eligible  participants  pursuant to Rule 428(b),  or
additional  information  about the ChipPAC,  Inc. 1999 Stock Purchase and Option
Plan, 2000 Equity Incentive Plan and the 2000 Employee Stock Purchase Plan, will
be available without charge by contacting  Investor  Relations,  ChipPAC,  Inc.,
3151 Coronado Drive, Santa Clara, California 95054, telephone (408) 486-5900.

                                     PART II

                     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

      The following  documents  filed by ChipPAC,  Inc., a Delaware  corporation
(the  "Corporation"),  with the Commission are incorporated  herein by reference
except  to  the  extent  any  statement  or  information  therein  is  modified,
superseded or replaced by a statement or information  contained in this document
or in any other subsequently filed document incorporated herein by reference:

(a)   The Corporation's  Prospectus filed pursuant to Rule 424(b)(4) on
August 8, 2000 (File No. 333-39428).

(b) The  Corporation's  Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 2000, June 30, 2000 and September 31, 2000.

(c) The  Corporation's  Current  Reports  on Form 8-K  dated  July 14,  2000 and
December 4, 2000.

(d) The description of the  Corporation's  Class A common stock, par value $0.01
per  share  (the  "Common  Stock"),  contained  in  Item 1 of the  Corporation's
Registration Statement on Form 8-A filed with the Commission pursuant to Section
12 of the Exchange Act of 1934,  as amended (the  "Exchange  Act"),  on July 27,
2000.

                                       3
<PAGE>

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

      Any  statement  contained  in a  document  incorporated  or  deemed  to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein or in any other  subsequently  filed  document  which  also is
incorporated  or deemed to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      The  validity of the Common Stock  offered  hereby will be passed upon for
the Corporation by Kirkland & Ellis (as partnership  that includes  professional
corporations),  Los Angeles,  California.  Some partners of Kirkland & Ellis are
partners  in Randolph  Street  Partners  II,  which owns  209,482  shares of the
Corporation's Common Stock.

Item 6.  Indemnification of Directors and Officers.

      The  Corporation is  incorporated  under the laws of the State of Delaware
and its certificate of incorporation authorizes indemnification of its directors
and officers to the fullest extent of the law.

      Section 145 ("Section 145") of the General Corporation Law of the State of
Delaware,  as the  same  exists  or  may  hereafter  be  amended  (the  "General
Corporation  Law"),  inter  alia,  provides  that  a  Delaware  corporation  may
indemnify any persons who were, are or are threatened to be made, parties 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 such corporation),  by reason of the fact that such person is or was an
officer, director,  employee or agent of such corporation,  or is or was serving
at the request of such corporation as a director,  officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided  such  person  acted  in good  faith  and in a  manner  he
reasonably  believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding,  had no reasonable cause
to believe that his conduct was illegal.  A Delaware  corporation  may indemnify
any  persons  who  are,  were or are  threatened  to be  made,  a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the


                                       4
<PAGE>

corporation  by reasons of the fact that such  person was a  director,  officer,
employee  or agent of such  corporation,  or is or was serving at the request of
such  corporation  as  a  director,   officer,  employee  or  agent  of  another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
with the  defense or  settlement  of such action or suit,  provided  such person
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the corporation's best interests, provided that no indemnification is
permitted without judicial approval if the officer, director,  employee or agent
is  adjudged  to be  liable  to the  corporation.  Where an  officer,  director,
employee or agent is successful on the merits or otherwise in the defense of any
action  referred  to above,  the  corporation  must  indemnify  him  against the
expenses which such officer or director has actually and reasonably incurred.

      Section 145 further  authorizes  a  corporation  to purchase  and maintain
insurance on behalf of any person who 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 or enterprise,
against  any  liability  asserted  against  him and  incurred by him in any such
capacity,  arising  out of his status as such,  whether  or not the  corporation
would otherwise have the power to indemnify him under Section 145.

     Section  102(b)(7) of the General  Corporation Law provides that a director
of the  Corporation  will not be  personally  liable to the  Corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability:

       (i)  for any  transaction  from  which the  director  derives  an
        improper  personal benefit;

      (ii)  for  any  act or  omission  not in  good  faith  or  that  involves
        intentional misconduct or a knowing violation of law;

      (iii) for any improper payment of dividends or redemption of shares; or

      (iv)  for any  breach of the  director's  duty of loyalty  to the
        Corporation  or its stockholders.

      The Corporation also has indemnification  agreements with its officers and
directors.  The indemnification  agreements require that the Corporation advance
to any covered officer or director the expenses to investigate, defend or appeal
any proceeding.  The indemnification  agreements also require the Corporation to
maintain  directors' and officers'  liability  insurance to cover actions of the
officers and directors who are parties to the indemnification agreement. Whether
a claim against an officer or director  should be indemnified by the Corporation
can be decided, at the option of the officer or director,  by an attorney or law
firm which has no conflict of  interest in the matter,  or by the  disinterested
members of the Board of Directors. If the determination is made that the officer
or director is not entitled to indemnification,  the officer or director has the
right to apply to the judicial system for a determination that he is entitled to
indemnification.  In the event of a change of  control  of the  Corporation,  an
attorney or law firm which has no conflict of interest in the matter shall issue
an  opinion  as to the right to  indemnification  of the  officer  or  director.
Alternatively,  upon a change in control the officer or director  may submit the
question of indemnification to a panel of arbitrators.

                                       5
<PAGE>

      The indemnification  agreements also prohibit a cause of action from being
asserted  against an officer or director who is a party to the  agreement by the
Corporation  or a stockholder  on behalf of the  Corporation  more than one year
after the conduct of the officer or director  that would give rise to liability.
The  Corporation  shall not be required to  indemnify an officer or director who
settles  a  proceeding   without  the  written   consent  of  the   Corporation.
Indemnification  of officers and directors from  liability  under the Securities
Act of 1933 is unenforceable.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

        4.1 Specimen   certificate   representing   shares  of   Common   Stock,
            incorporated   by  reference   to  Exhibit  4.1  to  the   Company's
            Registration   Statement   on  Form  S-1   (Registration   File  No.
            333-39428).

        4.2 1999 Stock  Purchase and Option Plan, incorporated  by reference to
            Exhibit  10.20 to the  Company's  Registration  Statement  on  Form
            S-1  (Registration  File  No. 333-39428).

        4.3 2000  Equity  Incentive  Plan,  incorporated  by  reference  to
            Exhibit  10.21 to the Company's Registration Statement on Form S-1
            (Registration File No. 333-39428).

        4.4 2000 Employee Stock Purchase Plan,  incorporated  by reference to
            Exhibit 10.22 to the Company's Registration Statement on Form S-1
            (Registration File No. 333-39428).

        5.1 Opinion  of  Kirkland & Ellis with  respect to the  legality  of the
            shares of the common stock being registered hereby.

       23.1 Consent of PricewaterhouseCoopers LLP.

       23.3 Consent of Kirkland & Ellis (included in opinion filed as
            Exhibit 5.1).

       24.1 Powers of Attorney (included on signature page).

                                       6
<PAGE>

Item 9.  Undertakings.

        (a) 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;

               (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 forgoing,  any
                    increase or decrease in volume of securitiesm 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  prospectus
                    filed with the  Commission  pursuant  to Rule 424(b) if, in
                    the  aggregate,  the changes in volume  and price  represent
                    no more than 20  percent  change in the maximum  aggregate
                    offering price set forth in the "Calculation of Registration
                    Fee" table in the effective registration statement.

              (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;

        (2) That, for the purpose of determining  any liability under the
            Securities Act of  1933,  each  such  post-effective  amendment
            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.

        (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.

      The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.



<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 the City of Santa Clara, State of California, on this 30th day of
January, 2001.

                                    CHIPPAC, INC.

                                    By:    /s/ Dennis P. McKenna
                                       ---------------------------
                                           Dennis P. McKenna
                                           President and Chief Executive Officer

                             Power of Attorney

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and  appoints  Dennis P. McKenna and Robert  Krakauer,  and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities,  to sign any or all amendments (including post-effective
amendments)  to this  registration  statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorneys-in-fact  an
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them, or their or his substitute or  substitutes,  may lawfully
do or cause to be done by virtue hereof.

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

      Signature                          Title                    Date


/s/ Dennis P. McKenna                President, Chief         January 30, 2001
------------------------------       Executive Officer and
Dennis P. McKenna                    Director



/s/ Robert Krakauer                  Senior Vice President    January 30, 2001
------------------------------       and Chief Financial
Robert Krakauer                      Officer



/s/ Michael G. Potter                Controller               January 30, 2001
------------------------------      (Principal Accounting
Michael G. Potter                    Officer)



/s/ Edward Conard                    Director                 January 30, 2001
------------------------------
Edward Conard


/s/ Michael A. Delaney               Director                 January 30, 2001
------------------------------
Michael A. Delaney


/s/ David Dominik                    Director                 January 30, 2001
------------------------------
David Dominik


/s/ Marshall Haines                  Director                 January 30, 2001
------------------------------------
Marshall Haines


/s/ Joseph Martin                    Director                 January 30, 2001
------------------------------
Joseph Martin


/s/ Chong Sup Park                   Director                 January 30, 2001
------------------------------------
Chong Sup Park


/s/ Paul C. Schorr, IV               Director                 January 30, 2001
------------------------------------
Paul C. Schorr, IV



<PAGE>


                                  EXHIBIT INDEX

Exhibit
No.         Description of Document

4.1           Specimen   certificate   representing  shares  of  Common  Stock,
              incorporated  by  reference  to  Exhibit  4.1  to  the  Company's
              Registration   Statement  on  Form  S-1  (Registration  File  No.
              333-39428).

4.2           1999 Stock  Purchase and Option Plan,  incorporated  by reference
              to Exhibit 10.20 to the Company's  Registration Statement on Form
              S-1 (Registration File No. 333-39428).

4.3           2000 Equity Incentive Plan,  incorporated by reference to Exhibit
              10.21  to  the  Company's  Registration  Statement  on  Form  S-1
              (Registration File No. 333-39428).

4.4           2000 Employee Stock Purchase Plan,  incorporated  by reference to
              Exhibit  10.22 to the  Company's  Registration  Statement on Form
              S-1 (Registration File No. 333-39428).

5.1           Opinion of  Kirkland & Ellis with  respect to the  legality of the
              shares of the Common Stock being registered hereby.

23.1          Consent of PricewaterhouseCoopers LLP.

23.3          Consent  of  Kirkland  & Ellis  (included  in  opinion  filed  as
              Exhibit 5.1).

24.1          Powers of Attorney (included on signature page).


------------------------------------

*Incorporated  by reference to the  Registration  Statement of ChipPAC,  Inc. on
Form S-1 (File No.333-39428) filed on August 4, 2000.
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{"company-data": {"conformed-name": "CHIPPAC INC", "cik": "0001093779", "assigned-sic": "3674", "irs-number": "770463048", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54628", "film-number": "1519418"}, "business-address": {"street1": "3151 CORONADO DR", "city": "SANTA CLARA", "state": "CA", "zip": "95054", "phone": "4084865900"}, "mail-address": {"street1": "3151 CORONADO DRIVE", "city": "SANTA CLARA", "state": "CA", "zip": "95054"}}
-------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------
                                    Form S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  CHIPPAC, INC.
                   (Exact Name of Registrant as Specified in Its Charter)
                    Delaware                          77-0463048
                (State or Other                    (I.R.S. Employer
                Jurisdiction of                   Identification No.)
                Incorporation or
                 Organization)

              3151 Coronado Drive                        95054
                  Santa Clara,                        (Zip Code)
                   California
            (Address of Principal
            Executive Offices)

                     CHIPPAC, INC. 1999 STOCK PURCHASE AND OPTION PLAN
                    CHIPPAC, INC. 2000 EQUITY INCENTIVE PLAN
                      CHIPPAC, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                                Dennis P. McKenna
                      President and Chief Executive Officer
                                  ChipPAC, Inc.
                               3151 Coronado Drive
                          Santa Clara, California 95054
                          (Name and Address of Agent for Service)

                                 (408) 486-5900
               (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:
                             Eva Herbst Davis, Esq.
                                Kirkland & Ellis
                            777 South Figueroa Street
                          Los Angeles, California 90017
                                 (213) 680-8400

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                        Proposed       Proposed     Amount Of
 Title Of Securities  Amount To Be      Maximum         Maximum     Registration
   To Be Registered    Registered       Offering       Aggregate       Fee
                                       Price Per    Offering Price
                                        Share (1)
--------------------------------------------------------------------------------
Class A common stock, 8,191,236        $5.4684     $44,793,255     $11,825.42
par value $.01 per    shares (2)
share
--------------------------------------------------------------------------------

(1)   Calculated  by taking the weighted  average of (a) the exercise  price for
      all  options  that have been issued  under the  ChipPAC,  Inc.  1999 Stock
      Purchase  and  Option  Plan and  2000  Equity  Incentive  Plan and (b) the
      estimate  pursuant to Rule 457(h) based on the average of the high and low
      prices of the shares  reported on the Nasdaq  National Market on
      January 29, 2001 for all shares  which have not been issued  under the
      ChipPAC,  Inc. 2000 Equity  Incentive  Plan and the ChipPAC,  Inc.  2000
      Employee  Stock Purchase Plan.
(2)   Shares issued under the ChipPAC,  Inc. 1999 Stock Purchase and Option Plan
      and reserved for issuance  under the ChipPAC,  Inc. 2000 Equity  Incentive
      Plan and the ChipPAC, Inc. 2000 Employee Stock Purchase Plan.

--------------------------------------------------------------------------------

                                       2
PART I

                    INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.       Plan Information.

      The documents  containing  the  information  specified in Part I (plan and
registrant  information)  will be delivered in  accordance  with Rule  428(b)(1)
under the  Securities  Act of 1933,  as amended  (the  "Securities  Act").  Such
documents  are not required to be, and are not,  filed with the  Securities  and
Exchange  Commission  (the  "Commission"),  either as part of this  Registration
Statement or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424
under the Securities  Act. These  documents,  and the documents  incorporated by
reference in this Registration  Statement  pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

Item 2.       Registrant Information and Employee Plan Annual Information.

      Upon  written  or  oral  request,  any of the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement,  which are also
incorporated  by  reference in the Section  10(a)  prospectus,  other  documents
required to be delivered to eligible  participants  pursuant to Rule 428(b),  or
additional  information  about the ChipPAC,  Inc. 1999 Stock Purchase and Option
Plan, 2000 Equity Incentive Plan and the 2000 Employee Stock Purchase Plan, will
be available without charge by contacting  Investor  Relations,  ChipPAC,  Inc.,
3151 Coronado Drive, Santa Clara, California 95054, telephone (408) 486-5900.

                                     PART II

                     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

      The following  documents  filed by ChipPAC,  Inc., a Delaware  corporation
(the  "Corporation"),  with the Commission are incorporated  herein by reference
except  to  the  extent  any  statement  or  information  therein  is  modified,
superseded or replaced by a statement or information  contained in this document
or in any other subsequently filed document incorporated herein by reference:

(a)   The Corporation's  Prospectus filed pursuant to Rule 424(b)(4) on
August 8, 2000 (File No. 333-39428).

(b) The  Corporation's  Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 2000, June 30, 2000 and September 31, 2000.

(c) The  Corporation's  Current  Reports  on Form 8-K  dated  July 14,  2000 and
December 4, 2000.

(d) The description of the  Corporation's  Class A common stock, par value $0.01
per  share  (the  "Common  Stock"),  contained  in  Item 1 of the  Corporation's
Registration Statement on Form 8-A filed with the Commission pursuant to Section
12 of the Exchange Act of 1934,  as amended (the  "Exchange  Act"),  on July 27,
2000.

                                       3
All  reports  and other  documents  subsequently  filed by the  Registrant
pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange Act, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.

      Any  statement  contained  in a  document  incorporated  or  deemed  to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein or in any other  subsequently  filed  document  which  also is
incorporated  or deemed to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.

      The  validity of the Common Stock  offered  hereby will be passed upon for
the Corporation by Kirkland & Ellis (as partnership  that includes  professional
corporations),  Los Angeles,  California.  Some partners of Kirkland & Ellis are
partners  in Randolph  Street  Partners  II,  which owns  209,482  shares of the
Corporation's Common Stock.

Item 6.  Indemnification of Directors and Officers.

      The  Corporation is  incorporated  under the laws of the State of Delaware
and its certificate of incorporation authorizes indemnification of its directors
and officers to the fullest extent of the law.

      Section 145 ("Section 145") of the General Corporation Law of the State of
Delaware,  as the  same  exists  or  may  hereafter  be  amended  (the  "General
Corporation  Law"),  inter  alia,  provides  that  a  Delaware  corporation  may
indemnify any persons who were, are or are threatened to be made, parties 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 such corporation),  by reason of the fact that such person is or was an
officer, director,  employee or agent of such corporation,  or is or was serving
at the request of such corporation as a director,  officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding,  provided  such  person  acted  in good  faith  and in a  manner  he
reasonably  believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding,  had no reasonable cause
to believe that his conduct was illegal.  A Delaware  corporation  may indemnify
any  persons  who  are,  were or are  threatened  to be  made,  a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the

                                       4
corporation  by reasons of the fact that such  person was a  director,  officer,
employee  or agent of such  corporation,  or is or was serving at the request of
such  corporation  as  a  director,   officer,  employee  or  agent  of  another
corporation  or  enterprise.  The  indemnity  may  include  expenses  (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
with the  defense or  settlement  of such action or suit,  provided  such person
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed to the corporation's best interests, provided that no indemnification is
permitted without judicial approval if the officer, director,  employee or agent
is  adjudged  to be  liable  to the  corporation.  Where an  officer,  director,
employee or agent is successful on the merits or otherwise in the defense of any
action  referred  to above,  the  corporation  must  indemnify  him  against the
expenses which such officer or director has actually and reasonably incurred.

      Section 145 further  authorizes  a  corporation  to purchase  and maintain
insurance on behalf of any person who 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 or enterprise,
against  any  liability  asserted  against  him and  incurred by him in any such
capacity,  arising  out of his status as such,  whether  or not the  corporation
would otherwise have the power to indemnify him under Section 145.

     Section  102(b)(7) of the General  Corporation Law provides that a director
of the  Corporation  will not be  personally  liable to the  Corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability:

       (i)  for any  transaction  from  which the  director  derives  an
        improper  personal benefit;

      (ii)  for  any  act or  omission  not in  good  faith  or  that  involves
        intentional misconduct or a knowing violation of law;

      (iii) for any improper payment of dividends or redemption of shares; or

      (iv)  for any  breach of the  director's  duty of loyalty  to the
        Corporation  or its stockholders.

      The Corporation also has indemnification  agreements with its officers and
directors.  The indemnification  agreements require that the Corporation advance
to any covered officer or director the expenses to investigate, defend or appeal
any proceeding.  The indemnification  agreements also require the Corporation to
maintain  directors' and officers'  liability  insurance to cover actions of the
officers and directors who are parties to the indemnification agreement. Whether
a claim against an officer or director  should be indemnified by the Corporation
can be decided, at the option of the officer or director,  by an attorney or law
firm which has no conflict of  interest in the matter,  or by the  disinterested
members of the Board of Directors. If the determination is made that the officer
or director is not entitled to indemnification,  the officer or director has the
right to apply to the judicial system for a determination that he is entitled to
indemnification.  In the event of a change of  control  of the  Corporation,  an
attorney or law firm which has no conflict of interest in the matter shall issue
an  opinion  as to the right to  indemnification  of the  officer  or  director.
Alternatively,  upon a change in control the officer or director  may submit the
question of indemnification to a panel of arbitrators.

                                       5
The indemnification  agreements also prohibit a cause of action from being
asserted  against an officer or director who is a party to the  agreement by the
Corporation  or a stockholder  on behalf of the  Corporation  more than one year
after the conduct of the officer or director  that would give rise to liability.
The  Corporation  shall not be required to  indemnify an officer or director who
settles  a  proceeding   without  the  written   consent  of  the   Corporation.
Indemnification  of officers and directors from  liability  under the Securities
Act of 1933 is unenforceable.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

        4.1 Specimen   certificate   representing   shares  of   Common   Stock,
            incorporated   by  reference   to  Exhibit  4.1  to  the   Company's
            Registration   Statement   on  Form  S-1   (Registration   File  No.
            333-39428).

        4.2 1999 Stock  Purchase and Option Plan, incorporated  by reference to
            Exhibit  10.20 to the  Company's  Registration  Statement  on  Form
            S-1  (Registration  File  No. 333-39428).

        4.3 2000  Equity  Incentive  Plan,  incorporated  by  reference  to
            Exhibit  10.21 to the Company's Registration Statement on Form S-1
            (Registration File No. 333-39428).

        4.4 2000 Employee Stock Purchase Plan,  incorporated  by reference to
            Exhibit 10.22 to the Company's Registration Statement on Form S-1
            (Registration File No. 333-39428).

        5.1 Opinion  of  Kirkland & Ellis with  respect to the  legality  of the
            shares of the common stock being registered hereby.

       23.1 Consent of PricewaterhouseCoopers LLP.

       23.3 Consent of Kirkland & Ellis (included in opinion filed as
            Exhibit 5.1).

       24.1 Powers of Attorney (included on signature page).

                                       6
Item 9.  Undertakings.

        (a) 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;

               (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 forgoing,  any
                    increase or decrease in volume of securitiesm 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  prospectus
                    filed with the  Commission  pursuant  to Rule 424(b) if, in
                    the  aggregate,  the changes in volume  and price  represent
                    no more than 20  percent  change in the maximum  aggregate
                    offering price set forth in the "Calculation of Registration
                    Fee" table in the effective registration statement.

              (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;

        (2) That, for the purpose of determining  any liability under the
            Securities Act of  1933,  each  such  post-effective  amendment
            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.

        (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.

      The  undersigned  Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
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 the City of Santa Clara, State of California, on this 30th day of
January, 2001.

                                    CHIPPAC, INC.

                                    By:    /s/ Dennis P. McKenna
                                       ---------------------------
                                           Dennis P. McKenna
                                           President and Chief Executive Officer

                             Power of Attorney

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and  appoints  Dennis P. McKenna and Robert  Krakauer,  and each of
them,  his true and  lawful  attorneys-in-fact  and  agents,  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities,  to sign any or all amendments (including post-effective
amendments)  to this  registration  statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorneys-in-fact  an
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them, or their or his substitute or  substitutes,  may lawfully
do or cause to be done by virtue hereof.

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

      Signature                          Title                    Date

/s/ Dennis P. McKenna                President, Chief         January 30, 2001
------------------------------       Executive Officer and
Dennis P. McKenna                    Director

/s/ Robert Krakauer                  Senior Vice President    January 30, 2001
------------------------------       and Chief Financial
Robert Krakauer                      Officer

/s/ Michael G. Potter                Controller               January 30, 2001
------------------------------      (Principal Accounting
Michael G. Potter                    Officer)

/s/ Edward Conard                    Director                 January 30, 2001
------------------------------
Edward Conard

/s/ Michael A. Delaney               Director                 January 30, 2001
------------------------------
Michael A. Delaney

/s/ David Dominik                    Director                 January 30, 2001
------------------------------
David Dominik

/s/ Marshall Haines                  Director                 January 30, 2001
------------------------------------
Marshall Haines

/s/ Joseph Martin                    Director                 January 30, 2001
------------------------------
Joseph Martin

/s/ Chong Sup Park                   Director                 January 30, 2001
------------------------------------
Chong Sup Park

/s/ Paul C. Schorr, IV               Director                 January 30, 2001
------------------------------------
Paul C. Schorr, IV
EXHIBIT INDEX

Exhibit
No.         Description of Document

4.1           Specimen   certificate   representing  shares  of  Common  Stock,
              incorporated  by  reference  to  Exhibit  4.1  to  the  Company's
              Registration   Statement  on  Form  S-1  (Registration  File  No.
              333-39428).

4.2           1999 Stock  Purchase and Option Plan,  incorporated  by reference
              to Exhibit 10.20 to the Company's  Registration Statement on Form
              S-1 (Registration File No. 333-39428).

4.3           2000 Equity Incentive Plan,  incorporated by reference to Exhibit
              10.21  to  the  Company's  Registration  Statement  on  Form  S-1
              (Registration File No. 333-39428).

4.4           2000 Employee Stock Purchase Plan,  incorporated  by reference to
              Exhibit  10.22 to the  Company's  Registration  Statement on Form
              S-1 (Registration File No. 333-39428).

5.1           Opinion of  Kirkland & Ellis with  respect to the  legality of the
              shares of the Common Stock being registered hereby.

23.1          Consent of PricewaterhouseCoopers LLP.

23.3          Consent  of  Kirkland  & Ellis  (included  in  opinion  filed  as
              Exhibit 5.1).

24.1          Powers of Attorney (included on signature page).

------------------------------------

*Incorporated  by reference to the  Registration  Statement of ChipPAC,  Inc. on
Form S-1 (File No.333-39428) filed on August 4, 2000.