Exhibit 99.3

                    INSTRUCTIONS TO REGISTERED HOLDER AND/OR
                    BOOK-ENTRY TRANSFER FACILITY PARTICIPANT
                            FROM BENEFICIAL OWNER OF

CHIPPAC INTERNATIONAL COMPANY LIMITED

                   12 3/4% Senior Subordinated Notes due 2009


        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
         ON            , 2000, UNLESS EXTENDED (THE "EXPIRATION DATE").

To Registered Holder and/or Participant of the Book-Entry Transfer Facility:

   The undersigned hereby acknowledges receipt of the Prospectus, dated , 2000
(the "Prospectus"), of ChipPAC International Company Limited (the "Company"),
and the accompanying Letter of Transmittal (the "Letter of Transmittal"), that
together constitute the Company's offer (the "Exchange Offer") to exchange
$1,000 principal amount of its 12 3/4% Series B Senior Subordinated Notes due
2009 (the "Exchange Notes"), for each $1,000 principal amount of its
outstanding 12 3/4% Senior Subordinated Notes due 2009 (the "Notes").
Capitalized terms used but not defined herein have the meanings ascribed to
them in the Prospectus.

   This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Notes held by you for the account of the
undersigned.


 The aggregate face amount of the Notes held by you for the account of the
 undersigned is (FILL IN AMOUNT):

 $          of the 12 3/4% Senior Subordinated Notes due 2009.

 With respect to the Exchange Offer, the undersigned hereby instructs you
 (CHECK APPROPRIATE BOX):

 [_] TO TENDER the following Notes held by you for the account of the
    undersigned (INSERT PRINCIPAL AMOUNT OF NOTES TO BE TENDERED):

   $

 [_] NOT TO TENDER any Notes held by you for the account of the undersigned.

   If the undersigned instructs you to tender the Notes held by you for the
account of the undersigned, it is understood that you are authorized (a) to
make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in
the Letter of Transmittal that are to be made with respect to the undersigned
as a beneficial owner, including but not limited to the representations that
(i) the undersigned's principal residence is in the state of (fill in state)
         , (ii) the undersigned is acquiring the Exchange Notes in the ordinary
course of business of the undersigned, (iii) the undersigned is not
participating, does not intend to participate, and has no arrangement or
understanding with any person to participate in the distribution of the
Exchange Notes, (iv) the undersigned acknowledges that any person participating
in the Exchange Offer for the purpose of distributing the Exchange Notes must
comply with the registration and prospectus delivery requirements of the
Securities Act of 1933, as amended (the "Act"), in connection with a secondary
resale transaction of the Exchange Notes acquired by such person and cannot
rely


on the position of the staff of the Securities and Exchange Commission set
forth in no-action letters that are discussed in the section of the Prospectus
entitled "The Exchange Offer--Resale of the Exchange Notes," and (v) the
undersigned is not an "affiliate," as defined in Rule 405 under the Act, of
the Company; (b) to agree, on behalf of the undersigned, as set forth in the
Letter of Transmittal; and (c) to take such other action as necessary under
the Prospectus or the Letter of Transmittal to effect the valid tender of such
Notes.

PLEASE NOTE: THE COMPANY HAS AGREED THAT, FOR A PERIOD OF 180 DAYS AFTER
THE EXPIRATION DATE, IT WILL MAKE COPIES OF THE PROSPECTUS AVAILABLE TO
ANY PARTICIPATING BROKER-DEALER FOR USE IN CONNECTION WITH RESALES OF THE
EXCHANGE NOTES.


 [_] Check this box if the Beneficial Owner of the Notes is a Participating
    Broker-Dealer and such Participating Broker-Dealer acquired the Notes for
    its own account as a result of market-making activities or other trading
    activities. IF THIS BOX IS CHECKED, PLEASE SEND A COPY OF THESE
    INSTRUCTIONS TO TONY LIN, CHIEF FINANCIAL OFFICER, CHIPPAC, INC., VIA
    FACSIMILE: (408) 486-5914.


                                   SIGN HERE

 Name of beneficial owner(s): ________________________________________________
 Signature(s): _______________________________________________________________
 Name (please print): ________________________________________________________
 Address: ____________________________________________________________________
     ______________________________________________________________________
     ______________________________________________________________________
 Telephone number: ___________________________________________________________
 Taxpayer Identification or Social Security Number: __________________________
 Date: _______________________________________________________________________

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