content: <PAGE>
   
                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
  
                                      FORM 8-K
                                          
  
                 Current Report Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act of 1934
  
  
                  Date of Report (Date of earliest event reported)
  
                                   April 29, 1999
  
  
                      INTEGRATED PACKAGING ASSEMBLY CORPORATION
      ________________________________________________________________________
               (Exact name of Registrant as specified in its charter)
  
  
                                   Delaware
      ________________________________________________________________________
                   (State or other jurisdiction of incorporation)
  
    
           0-27712                                        77-0309372
      ___________________                   ___________________________________  
      (Commission File No.)                 (IRS Employer Identification Number)
  
  
                               2221 Old Oakland Road
                            San Jose, California  95131
                  ______________________________________________
                     (Address of principal executive offices)
  
  
                                   (408) 321-3600
                  ________________________________________________
                (Registrant's telephone number, including area code)
  
  
                                        -1-
  <PAGE>
   
  Item 1.  Changes in Control of Registrant.
           -------------------------------- 
  
      On April 29, 1999, Orient Semiconductor Electronics, Limited ("OSE")
  purchased 4,000,000 shares of the Series A Convertible Preferred Stock (the
  "Series A Preferred") of Integrated Packaging Assembly Corporation (the
  "Registrant") for a cash purchase price of $6,800,000. OSE acquired the shares
  of Series A Preferred from the Registrant pursuant to a Preferred Stock
  Purchase Agreement dated April 29, 1999 (the "Purchase Agreement"). Each share
  of Series A Preferred is initially convertible into 13.7487705 shares of the
  Registrant's Common Stock. Each share of Series A Preferred has voting rights
  equal to the number of shares of Common Stock into which each such share is
  convertible. As contemplated by the Purchase Agreement and related documents,
  upon the closing of the transaction, the Registrant's Board of Directors
  consisted of three representatives of OSE, one outside independent director,
  and one management director. Representing OSE are Calvin Lee, President of
  OSE, Edward S. Duh, Vice President of OSE, and Edmond Tseng, President of
  OSE, Inc. (USA). The independent outside director is Don W. Brooks, CO-CEO,
  UMC Group (USA). Pursuant to the Company's Certificate of Designation of
  Series A Convertible Preferred Stock, the holders of Series A Preferred shall
  be entitled to elect three (3) members of the Company's Board of Directors;
  the holders of Common Stock shall be entitled to elect one (1) member of the
  Board of Directors; and the holders of Common Stock and Series A Preferred,
  voting together as a single class on an as-is-converted basis, shall be
  entitled to elect the remaining members of the Board of Directors. The
  management director is Patrick Verderico, the Registrant's Chief Executive
  Officer and President. The source of the consideration used by OSE to acquire
  the shares of Series A Preferred was general working capital. As a result of
  the transaction, OSE beneficially owns 100% of the Registrant's Series A
  Preferred which is convertible into approximately 55.0 million shares of the
  Registrant's Common Stock. The shares of Series A Preferred purchased by OSE
  constitute approximately 79.4% of the outstanding voting power of the
  Registrant and 75% of the Registrant's capital stock on a fully diluted basis.
  In connection with the transaction, the Registrant's secured creditors have
  restructured the Registrant's debt, including some debt forgiveness and
  extended payment terms.
  
  Item 7.  Exhibits.
           -------- 
  
       (c)  Exhibits.
   
            4.1   Stock Purchase Agreement dated April 29, 1999 by and between OSE
                  and the Registrant.
  
            4.2   Right of First Refusal Agreement dated April 29, 1999 by and
                  between OSE and the Registrant.
  
            4.3   Certificate of Designation of Series A Convertible Preferred
                  Stock.
  
  
                                        -2-
  <PAGE>
   
                                     SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
                                      Integrated Packaging Assembly Corporation
  
  
       Dated:  May 7, 1999           By:  /s/ PATRICK VERDERICO
                                           -----------------------
                                           Patrick Verderico,
                                           Chief Executive Officer
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text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
                                          
  
                 Current Report Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act of 1934
  
                  Date of Report (Date of earliest event reported)
  
                                   April 29, 1999
  
                      INTEGRATED PACKAGING ASSEMBLY CORPORATION
      ________________________________________________________________________
               (Exact name of Registrant as specified in its charter)
  
                                   Delaware
      ________________________________________________________________________
                   (State or other jurisdiction of incorporation)
  
    
           0-27712                                        77-0309372
      ___________________                   ___________________________________  
      (Commission File No.)                 (IRS Employer Identification Number)
  
                               2221 Old Oakland Road
                            San Jose, California  95131
                  ______________________________________________
                     (Address of principal executive offices)
  
                                   (408) 321-3600
                  ________________________________________________
                (Registrant's telephone number, including area code)
  
                                        -1-
  Item 1.  Changes in Control of Registrant.
           -------------------------------- 
  
      On April 29, 1999, Orient Semiconductor Electronics, Limited ("OSE")
  purchased 4,000,000 shares of the Series A Convertible Preferred Stock (the
  "Series A Preferred") of Integrated Packaging Assembly Corporation (the
  "Registrant") for a cash purchase price of $6,800,000. OSE acquired the shares
  of Series A Preferred from the Registrant pursuant to a Preferred Stock
  Purchase Agreement dated April 29, 1999 (the "Purchase Agreement"). Each share
  of Series A Preferred is initially convertible into 13.7487705 shares of the
  Registrant's Common Stock. Each share of Series A Preferred has voting rights
  equal to the number of shares of Common Stock into which each such share is
  convertible. As contemplated by the Purchase Agreement and related documents,
  upon the closing of the transaction, the Registrant's Board of Directors
  consisted of three representatives of OSE, one outside independent director,
  and one management director. Representing OSE are Calvin Lee, President of
  OSE, Edward S. Duh, Vice President of OSE, and Edmond Tseng, President of
  OSE, Inc. (USA). The independent outside director is Don W. Brooks, CO-CEO,
  UMC Group (USA). Pursuant to the Company's Certificate of Designation of
  Series A Convertible Preferred Stock, the holders of Series A Preferred shall
  be entitled to elect three (3) members of the Company's Board of Directors;
  the holders of Common Stock shall be entitled to elect one (1) member of the
  Board of Directors; and the holders of Common Stock and Series A Preferred,
  voting together as a single class on an as-is-converted basis, shall be
  entitled to elect the remaining members of the Board of Directors. The
  management director is Patrick Verderico, the Registrant's Chief Executive
  Officer and President. The source of the consideration used by OSE to acquire
  the shares of Series A Preferred was general working capital. As a result of
  the transaction, OSE beneficially owns 100% of the Registrant's Series A
  Preferred which is convertible into approximately 55.0 million shares of the
  Registrant's Common Stock. The shares of Series A Preferred purchased by OSE
  constitute approximately 79.4% of the outstanding voting power of the
  Registrant and 75% of the Registrant's capital stock on a fully diluted basis.
  In connection with the transaction, the Registrant's secured creditors have
  restructured the Registrant's debt, including some debt forgiveness and
  extended payment terms.
  
  Item 7.  Exhibits.
           -------- 
  
       (c)  Exhibits.
   
            4.1   Stock Purchase Agreement dated April 29, 1999 by and between OSE
                  and the Registrant.
  
            4.2   Right of First Refusal Agreement dated April 29, 1999 by and
                  between OSE and the Registrant.
  
            4.3   Certificate of Designation of Series A Convertible Preferred
                  Stock.
  
                                        -2-
  SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                      Integrated Packaging Assembly Corporation
  
       Dated:  May 7, 1999           By:  /s/ PATRICK VERDERICO
                                           -----------------------
                                           Patrick Verderico,
                                           Chief Executive Officer