Exhibit 10.21.1

               Amendment No. 1 to the 2000 Equity Incentive Plan
               -------------------------------------------------

  The ChipPAC, Inc. 2000 Equity Incentive Plan (the "2000 Plan") is hereby
amended effective as of March 16, 2001:

  1.  By amending and restating Section 3 of the 2000 Plan in its entirety as
follows:

      "3. Shares Subject to the Plan. Subject to the provisions of Section 12 of
  the Plan, the maximum aggregate number of Shares which may be optioned and
  sold under the Plan is (a) 10,500,000 Shares, plus (b) any Shares returned to
  the Company's 1999 Stock Purchase and Option Plan (the "Existing Plan") as a
  result of termination of options under the Existing Plan, plus (c) an annual
  increase to be added on the date of each annual meeting of the stockholders,
  of the Company, beginning with the 2001 annual meeting of the stockholders
  equal to one percent (1.0%) of the outstanding Shares on such date or such
  lesser amount determined by the Board. The Shares may be authorized, but
  unissued, or reacquired Common Stock.

      "If an Option expires or becomes unexercisable without having been
  exercised in full, or is surrendered pursuant to an Option Exchange Program,
  the unpurchased Shares which were subject thereto shall become available for
  future grant or sale under the Plan (unless the Plan has terminated);
  provided, however, that Shares that have actually been issued under the Plan,
  whether upon exercise of an Option shall not be returned to the Plan and shall
  not become available for future distribution under the Plan."

  2.  By amending and restating Sections 5(3)(1) and (2) of the 2000 Plan in
their entirety as follows:

      "(1) No Service Provider shall be granted, in any fiscal year of the
  Company, Options to purchase more than 700,000 Shares.

      "(2) In connection with his or her initial service, a Service Provider may
  be granted Options to purchase up to an additional 700,000 Shares which shall
  not count against the limit set for in subsection (1) above."

  3.  By adding the following definition to Section 2 of the 2000 Plan:

      "Administration Committee" means a committee consisting of the Chief
  Executive Officer, the Chief Financial Officer and the General Counsel."

  4.  By amending and restating Section 2(1) of the 2000 Plan in its entirety as
  follows:

     "(1) "Administrator" means (A) the Board, (B) any Committee of the Board or
  (C) Administration  Committee."


5.  By amending and restating Section 4(1)(4) of the 2000 Plan in its entirety
    as follows:

                "(4)  Other Administration. Other than as provided above, the
    Plan shall be administered by (A) the Board, (B) a Committee, which
    Committee shall be constituted to satisfy Applicable Laws or (C) the
    Administration Committee with respect to the grant of Options for the
    purchase of less than 30,000 Shares during any twelve-month period to any
    Service Provider who is not a director, a reporting person under Section 16
    of the Securities Exchange Act of 1934 or a member of the company's
    executive staff reporting directly to the Chief Executive Officer."

     6. By amending and restating the introduction to Section 4(2) of the 2000
Plan as follows:

                "(2) Powers of the Administrator.  Subject to the provisions
    of the Plan, and in the case of a Committee or the Administration Committee,
    subject to the specific duties delegated by the Board to such Committee or
    Administration Committee, the Administrator shall have the authority, in its
    discretion:"

    Capitalized terms not defined herein have the meanings set forth in the 2000
    Plan.

    To record the due adoption of the foregoing amendment, ChipPAC, Inc. has
caused the execution hereof by its duly authorized officer.


                                 ChipPAC, Inc.

                                 By: /s/ Patricia H. McCall
                                     ------------------------------

                                 Title: Senior Vice President Administration,
                                        General Counsel and Secretary

                                 Date:  As of March 16, 2001