EXHIBIT 3.12

                             CHIPPAC KOREA LIMITED
                          ==========================
                           ARTICLES OF INCORPORATION
                           =========================


                                  CHAPTER  I.
                              GENERAL  PROVISIONS


Article 1.  Corporate Name
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     The name of the company shall be "         " which shall be written in
English as "ChipPAC Korea Limited" (hereinafter referred to as the "Company").


Article 2.  Objectives
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     The objectives of the Company shall be to engage in the following business:

(1)  Manufacture and sale of products relating to assembling and testing the
     semiconductor elements;
(2)  Manufacture and sale of equipments and appliances relating to assembling
     and testing the semiconductor elements;
(3)  Manufacture of machinery components and molds;
(4)  Acquisition of works such as technology research and service on a
     commission basis;
(5)  Renting a electronic and electrical machinery components;
(6)  Publication business;
(7)  Foreign trade business;
(8)  Forestation business;
(9)  Sale and renting the real estate;
(10) Construction business; and
(11) Any and all business and investment incidental to any of the foregoings.




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Article 3.  Location of Principal Office
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     The Principal Office of this Company shall be located at San 136-1, Ami-Ri,
Bubal-Eup, Ichon-Shi, Kyunggi-Do, Korea and branches, sub-offices, or other
business offices will be established or closed elsewhere as required according
to resolutions passed at the meetings of Board of Directors.

                                  CHAPTER II.
                       CAPITAL AND UNITS OF CONTRIBUTION

Article 4.  Capital
            -------

     The total amount of the capital of the Company shall be Seven Hundred
Eighty Eight Billion Won (W78,800,000,000).


Article 5.  Amount for One Unit of Contribution
            -----------------------------------

     The amount for one unit of contribution shall be Five Thousand Won
(W5,000).


Article 6.  Name and Address of Members of the Company; Number of Units
            -----------------------------------------------------------




Name                       Address                              No. of Units of
- ----                       -------                              Contribution
                                                                ---------------
                                                         

ChipPAC Limited            Craigmuir Chambers Road Town         15,744,240 units
                           Tortola in the said Territory

ChipPAC (Barbados) Ltd.    Chancery House, High Street          15,760 units
                           Bridgetown, Barbados, West Indies



Article 7.  Restrictions Upon Disposition
            -----------------------------

     A member of the Company may not dispose of the whole or any part of its
contribution unit to any person other than a member without the unanimous
written consent of all members.


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                                 CHAPTER III.
                   GENERAL MEETING OF MEMBERS OF THE COMPANY


Article 8.  Types and Times of General Meetings
- -----------------------------------------------

     8.1. The general meetings of members of the Company shall be ordinary or
extraordinary.

     8.2. An ordinary general meeting of members shall be convened within three
(3) months after the end of each fiscal period.  Extraordinary general meetings
of members may be convened from time to time as necessary.


Article 9.  Place of General Meetings
- -------------------------------------

     9.1. All ordinary and extraordinary general meetings of members of the
Company may be held at the Principal Office of this Company or at such other
place as may be determined by the Board of Directors, within or outside the
Republic of Korea.

     9.2. The Representative Director shall have the right to convene a general
meeting of the members with one (1) day prior written notice thereof to all the
members of the Company.


Article 10.  Adoption of Resolution
- -----------------------------------

     10.1.  A quorum for a general meeting of members shall be the presence in
person or by proxy of the holders of more than fifty percent (50%) of the total
Units of Contribution entitled to vote.  Except as otherwise required by
applicable laws and these Articles of Incorporation, all actions and resolutions
of a general meeting of members shall be adopted by the affirmative vote of a
majority of the total number of voting Units of Contribution then issued and
outstanding at a duly constituted general meeting of members.


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     10.2.  In the event that all members give written consent to any matter
that is object of a resolution, it shall be deemed that the matter has been
resolved in writing, and such resolutions shall have the same effect as
resolutions adopted at general meetings of members.


Article 11.  Right to Vote, Voting by Proxy
- -------------------------------------------

     11.1.  In all matters, each member of the Company shall have one vote for
each unit of contribution held by him.

     11.2.  A member may exercise his voting right by proxy by having another
person represent him.  Any such representative must submit documentation
acceptable to the Company establishing his power of representation (Power of
Attorney).


Article 12.  Presiding Officer of General Meeting
- -------------------------------------------------

     The representative director of the Company shall preside at all general
meetings of members.  In the event that the representative director fails to
serve as presiding officer over any general meeting of members for any reason,
one of the other Directors nominated by the Board of Directors shall take his
place.


Article 13.  Minutes
- --------------------

     As to the substance of the course of the proceedings of the general
meetings and the results thereof, the minutes shall be prepared and the chairman
and all directors present at the meeting affix their seals or signatures
thereon.


                                      -5-


                                  CHAPTER IV.
                             DIRECTORS AND AUDITORS


Article 14.  Directors, Representative Director and Statutory Auditor
             --------------------------------------------------------

     14.1.  The Company shall have three (3) directors and one (1) statutory
auditor all of whom shall be elected at a general meeting of members.

     14.2.  The Company shall have a representative director who shall also be
elected at a general meeting of members.  The representative director shall
represent the Company and manage the daily affairs of the Company.

     14.3.  The term of office of a director and a statutory auditor shall be
one (1) year.  That term, however, shall be extend until the closing of the
general meeting of members convened first following the last fiscal period
comprising the incumbent's term of office.

     14.4.  Directors and statutory auditors shall be eligible for reelection
upon the expiration of their terms of office.


                                   CHAPTER V.
                                   ACCOUNTING


Article 15.  Composition and Powers of Board of Directors
             --------------------------------------------

     15.1.  The Board of Directors of the Company shall consist of all the
Directors elected at a general meeting of members.   Except as otherwise
provided in the Commercial Code of Korea and these Articles of Incorporation,
the Board of Directors shall decide by resolution all important matters relating
to management of the business of the Company and shall supervise the management
of the Company carried out by the representative director and the officers of
the Company.


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     15.2.  The following matters, in particular, shall require approval of the
Board:

(a)  Establishment, purchase, leasing and abolishment of business offices and
     other places of business;
(b)  Approval of forecasts, budgets and statements of accounts;
(c)  Decision as to major expansion, retrenchment, suspension, and dissolution
     of the Company and any of its businesses;
(d)  Designation and appointment of bankers and outside accountants;
(e)  Decisions as to the borrowing of funds;
(f)  Decisions as to extending credit;
(g)  Decisions as to purchase or disposition of assets of more than One Billion
     Two Hundred Million Won (1,200,000,000) in value or One Billion Two
     Hundred Million Won (1,200,000,000) in excess of such purchases or
     dispositions already approved in the budget; or its equivalent in another
     currency;
(h)  Decisions as to furnishing of security (collateral) other than in the
     ordinary course of business;
(i)  Subject concerning important litigation or arbitration;
(j)  Formulation and adoption of plans for major changes in the fundamental
     organization of the Company, including amendment of the Articles of
     Incorporation of the Company to be submitted to a general meeting of
     members;
(k)  Approval of the Company's sales, marketing and research progress and
     policies; and
(l)  Determination of other important matters relating to the administration of
     the affairs of the Company.


Article 16.  Meeting of Directors, Notice and Place of Meetings
             --------------------------------------------------

          16.1.  Meetings of the Board of Directors shall be convened from time
to time by the representative director when he deems the same to be necessary or
advisable or promptly upon the request of any director in writing.


          16.2.  Written notice of each meeting of the Board of Directors,
setting forth the date, time, place and agenda of the meeting shall be given via
registered or certified


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mail to directors and the statutory auditor who are residents of Korea and via
cable, telefax, or telex, confirmed by registered or certified airmail to all
other Directors not resident in Korea, at least one (1) day prior to the date
set for such meeting.

          16.3.  At the meeting, directors may act only with respect to matters
set forth in said notice, unless all directors in office otherwise agree.

          16.4  Irrespective of the foregoing Paragraph 16.2, meetings of the
Board of Directors may be held without conforming to such procedure set forth
above written consent thereto has been obtained, prior to the meeting, from all
the Directors in office.

          16.5.  The venue of all meetings of the Board of Directors shall be
the Registered Office of the Company or such other place, in or outside of
Korea, as shall be determined by the Board of Directors.

          16.6.  The venue of all meetings of the Board of Directors shall be
the Registered Office of the Company or such other place, in or outside of
Korea, as shall be determined by the Board of Directors.


Article 17.  Presiding Officer of the Board
             ------------------------------

          The representative director shall preside over all meetings of the
Board of Directors.  In the event the representative director is unable or
unwilling to preside over any meeting of the Board of Directors for any reasons,
one of the others nominated by the Board shall preside.


Article 18.  Adoption of Resolutions
             -----------------------

          18.1.  All resolutions of the Board of Directors shall be adopted by
affirmative vote of the majority of directors in office.  A director who is not
present at a meeting may vote in writing upon the matters for resolutions
submitted at a meeting of the Board.

          18.2.  In the event that all directors give written consent to any
matter which is the object of a resolution, it shall be deemed that the matter
has been resolved in writing, and such resolutions shall have the same effect as
resolutions adopted at



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meetings of the Board of Directors.


Article 19.  Minutes
             -------

          Minutes of the meetings of the Board of Directors containing the
substance of course of the proceedings and the results thereof, shall be
prepared.  The chairman of the meeting and all other directors present at the
meeting shall affix their seals or signatures thereon.

                                  CHAPTER VI.
                                  ACCOUNTING

Article 20.  Fiscal Period
             -------------

               The fiscal period of the company shall be from the 1st of January
to 31st of December each year.


Article 21.  Accounting Principles
             ---------------------

          21.1.  The accounting method employed by the company and financial
statements and reports issued by it shall be in accordance with the guidelines
agreed by the members; provided however, that such accounting method, financial
statements and reports shall be consistent with generally accepted accounting
principles and applicable Korean law.  The Company shall further provide the
competent Korean authorities with any documentation required by the relevant
mandatory provisions of Korean laws.

          21.2.  The books and records of the Company shall be audited annually
by an independent and internationally reputable certified public accountant
selected by a resolution of the Board of Directors.  Such certified public
accountant shall provide the Company and all members with copies of the
financial report in the English language in accordance with generally accepted
accounting principles of Korea and internationally accepted accounting practices
within thirty (30) days of the end of each year.


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Article 22.  Preparing and Compiling Financial Statements
             --------------------------------------------

     (1) The representative director shall cause to be prepared the following
documents with their supplementary data and submit them to the statutory auditor
not later than six (6) weeks prior to the date of the ordinary general meeting
of members after obtaining the approval of the Board of Directors:

     (A)  A Balance Sheet as of the end of the fiscal year;
     (B)  A Profit and Loss Statement for the previous fiscal year;
     (C)  Proposals for the appropriation of the retained earnings or deficits;
          and
     (D)  A business report for the previous fiscal year.

The statutory auditor shall submit the Audit Report to the directors within Four
(4) weeks from receipt of the aforesaid documents from the representative
director.


Article 23.  Disposition of Profit
             ---------------------

     The Company shall dispose of the profit of each fiscal year (including the
retained earnings carried over from previous year) in the following order of
priority:

     (A)  Replenishment of any capital deficit carried over from prior years, if
          any;
     (B)  Contributions to reserves required by law and such other reserves as
          may be decided by the general meeting of members;
     (C)  Payment of dividends to members, and
     (D)  Retained earnings carried forward to next fiscal year.


Article 24.  Payment of Dividends
             --------------------

     Dividends shall be paid to the members of the Company who have been duly
entered in these Articles of Incorporation as of the end of each fiscal year in
proportion to their respective number of units of contribution.

Article 25.  Inspection of Books of Accounting
             ---------------------------------


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     A member of the Company may at any time demand in writing together with a
stated reasons to inspect and make a copy of the books of accounting and/or any
other documents of the Company.


                                  CHAPTER VII.
                                 OTHER MATTERS


Article 26.  By Laws
             -------

     The Company may by resolutions of the Board of Directors, establish and
enforce By-Laws necessary for carrying out its business.


Article 27.  Application of Commercial Code, etc.
             ------------------------------------

     Matters not specifically provided for herein shall be determined in
accordance with the resolutions of the general meetings of members and/or the
relevant provisions of the Commercial Code and other applicable laws.


                                    ADDENDA
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These Articles of Incorporation shall enter into effect from ____________, 1999.