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                       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

                                NOVEMBER 5, 2003
         --------------------------------------------------------------
                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

                             AMKOR TECHNOLOGY, INC.
- --------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                    000-29472              23-1722724
- --------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF  (COMMISSION FILE NUMBER)   (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                           IDENTIFICATION NUMBER)

                              1345 ENTERPRISE DRIVE
                        WEST CHESTER, PENNSYLVANIA 19380
         --------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (610) 431-9600
         --------------------------------------------------------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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ITEM 5: OTHER EVENTS.

         On November 6, 2003, the Registrant announced that it has priced its
public offering (the "Offering") of 7,000,000 shares of its common stock, par
value $0.001 per share, at a price of $19.00 per share. The Registrant offered
all of the 7,000,000 shares pursuant to its shelf Registration Statement on Form
S-3 (File No. 333-81334), as amended. The Offering was made through an
underwriting syndicate led by Citigroup Global Markets Inc., as the sole
bookrunning lead manager. Citigroup, Deutsche Bank Securities and J.P. Morgan
Securities Inc. acted as joint lead managers, and Bear, Stearns & Co. Inc. acted
as co-manager. The underwriters have a 30-day option to purchase up to 1,050,000
additional shares of common stock from the Registrant solely to cover
over-allotments, if any.

         Copies of the final Prospectus Supplement relating to the Offering may
be obtained from Citigroup Global Markets Inc., 388 Greenwich Street, New York,
New York 10013.

         This announcement is neither an offer to sell nor a solicitation of an
offer to buy, nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such state. A registration
statement relating to these securities has been filed with and has been declared
effective by the Securities and Exchange Commission.

         Attached hereto as Exhibit 1.1, and incorporated herein by reference,
is a copy of the Underwriting Agreement, dated as of November 5,  2003, by and
among the Registrant and Citigroup Global Markets Inc., Deutsche Bank
Securities Inc., J.P. Morgan Securities Inc., and Bear, Stearns & Co. Inc.
Attached as Exhibit 5.1, and incorporated herein by reference, is the opinion
of Wilson Sonsini Goodrich & Rosati, Professional Corporation, relating to the
legality of the shares of common stock to be offered by the Registrant in the
Offering.

ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits.

                  The following exhibits are filed herewith:

                  1.1      Underwriting Agreement, dated as of November 5, 2003,
                           by and among Amkor Technology, Inc. and Citigroup
                           Global Markets Inc., Deutsche Bank Securities Inc.,
                           J.P. Morgan Securities Inc., and Bear, Stearns & Co.
                           Inc.

                  5.1      Opinion of Wilson Sonsini Goodrich & Rosati,
                           Professional Corporation.

                  23.1     Consent of Wilson Sonsini Goodrich & Rosati,
                           Professional Corporation (included in Exhibit 5.1).

                  99.1     Press Release of Amkor Technology, Inc., dated
                           November 6, 2003.



                                   SIGNATURES

         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.

Date: November 12, 2003

                                           AMKOR TECHNOLOGY, INC.

                                           By: /s/ Kenneth T. Joyce
                                               ---------------------------------
                                               Kenneth T. Joyce
                                               Chief Financial Officer



                                  EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------ ------------------------------------------------------------ 1.1 Underwriting Agreement, dated as of November 5, 2003, by and among Amkor Technology, Inc. and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., and Bear, Stearns & Co. Inc. 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. 23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1). 99.1 Press Release of Amkor Technology, Inc., dated November 6, 2003.


                                                                     EXHIBIT 1.1

                             AMKOR TECHNOLOGY, INC.

                             Underwriting Agreement

                                                              New York, New York
                                                                November 5, 2003

To the Representatives
  named in Schedule I
  hereto of the Under-
  writers named in
  Schedule II hereto

Ladies and Gentlemen:

                  Amkor Technology, Inc., a corporation organized under the laws
of Delaware (the "Company"), proposes to sell to the several underwriters named
in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives")
are acting as representatives, the number of shares of common stock, $0.001 par
value ("Common Stock"), of the Company set forth in Schedule I hereto (the
"Securities") (said shares to be issued and sold by the Company being
hereinafter called the "Underwritten Securities"). The Company also proposes to
grant to the Underwriters an option to purchase up to the number of additional
shares of Common Stock set forth in Schedule II hereto to cover over-allotments
(the "Option Securities"; the Option Securities, together with the Underwritten
Securities, being hereinafter called the "Securities"). To the extent there are
no additional Underwriters listed on Schedule II other than you, the term
Representatives as used herein shall mean you, as Underwriters. Any reference
herein to the Registration Statement, the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to Item 12 of Form S-3
which were filed under the Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as the case may be; and
any reference herein to the terms "amend", "amendment" or "supplement" with
respect to the Registration Statement, the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus shall be deemed to refer to and include
the filing of any document under the Exchange Act after the Effective Date of
the Registration Statement or the issue date of the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as the case may be, deemed
to be incorporated therein by reference. Certain terms used herein are defined
in Section 20 hereof.

                  1.       Representations and Warranties. The Company
represents and warrants to, and agrees with, each Underwriter as set forth below
in this Section 1.

                  (a) The Company meets the requirements for use of Form S-3
         under the Act and has prepared and filed with the Commission a
         registration statement (the file number of which is set forth in
         Schedule I hereto) on Form S-3, including a related basic prospectus,
         for registration under the Act of the offering and sale of



         the Securities. The Company may have filed one or more amendments
         thereto, including a Preliminary Final Prospectus, each of which has
         previously been furnished to you. The Company will next file with the
         Commission one of the following: (1) after the Effective Date of such
         registration statement, a final prospectus supplement relating to the
         Securities in accordance with Rules 430A and 424(b), (2) prior to the
         Effective Date of such registration statement, an amendment to such
         registration statement (including the form of final prospectus
         supplement) or (3) a final prospectus in accordance with Rules 415 and
         424(b). In the case of clause (1), the Company has included in such
         registration statement, as amended at the Effective Date, all
         information (other than Rule 430A Information) required by the Act and
         the rules thereunder to be included in such registration statement and
         the Final Prospectus. As filed, such final prospectus supplement or
         such amendment and form of final prospectus supplement shall contain
         all Rule 430A Information, together with all other such required
         information, and, except to the extent the Representatives shall agree
         in writing to a modification, shall be in all substantive respects in
         the form furnished to you prior to the Execution Time or, to the extent
         not completed at the Execution Time, shall contain only such specific
         additional information and other changes (beyond that contained in the
         Basic Prospectus and any Preliminary Final Prospectus) as the Company
         has advised you, prior to the Execution Time, will be included or made
         therein. The Registration Statement, at the Execution Time, meets the
         requirements set forth in Rule 415(a)(1)(x).

                  (b) On the Effective Date, the Registration Statement did or
         will, and when the Final Prospectus is first filed (if required) in
         accordance with Rule 424(b) and on the Closing Date (as defined herein)
         and on any date on which Option Securities are purchased, if such date
         is not the Closing Date (a "settlement date"), the Final Prospectus
         (and any supplement thereto) will, comply in all material respects with
         the applicable requirements of the Act and the Exchange Act and the
         respective rules thereunder; on the Effective Date and at the Execution
         Time, the Registration Statement did not or will not contain any untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary in order to make the
         statements therein not misleading; and, on the Effective Date, the
         Final Prospectus, if not filed pursuant to Rule 424(b), will not, and
         on the date of any filing pursuant to Rule 424(b) and on the Closing
         Date and any settlement date, the Final Prospectus (together with any
         supplement thereto) will not, include any untrue statement of a
         material fact or omit to state a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading; provided, however, that the
         Company makes no representations or warranties as to the information
         contained in or omitted from the Registration Statement or the Final
         Prospectus (or any supplement thereto) in reliance upon and in
         conformity with information furnished in writing to the Company by or
         on behalf of any Underwriter through the Representatives specifically
         for inclusion in the Registration Statement or the Final Prospectus (or
         any supplement thereto).

                                       2



                  (c) The Company and each of its Subsidiaries (as defined
         below), have been duly incorporated or organized and are validly
         existing as corporations or as limited liability companies, as the case
         may be, in good standing under the laws of their respective
         jurisdictions of incorporation or organization, have all power and
         authority necessary to own or hold their respective properties and to
         conduct the businesses in which they are engaged, and are duly
         qualified to do business and are in good standing as foreign
         corporations in each jurisdiction in which their respective ownership
         or lease of property or the conduct of their respective businesses
         requires such qualification, except where the failure to so qualify
         could not reasonably be expected to have, individually or in the
         aggregate, a material adverse effect on the condition (financial or
         otherwise), results of operations, business or prospects of the Company
         and its Subsidiaries taken as a whole (a "Material Adverse Effect"),
         and no proceeding has been instituted in any such jurisdiction,
         revoking, limiting or curtailing, or seeking to revoke, limit or
         curtail, such power and authority or qualification, except such
         proceedings which, if successful, could not reasonably be expected to
         have individually or in the aggregate, a Material Adverse Effect. The
         Company owns at least 50% of the outstanding capital stock or
         partnership interests, directly or indirectly, of only the following
         corporations, associations, partnerships or other entities (each a
         "Subsidiary" and, collectively, the "Subsidiaries"): Amkor
         International Holdings, Ltd., Amkor Wafer Fabrication Services
         S.A.R.L., Amkor Technology Euro Services, S.A.R.L., Amkor Technology
         Limited, Guardian Assets, Inc., Amkor Technology Korea, Inc. ("AT
         Korea"), SemiSys Co., Ltd., P-Four, Inc. ("P-Four"), Amkor Technology
         Philippines, Inc., Amkor Technology Hong Kong, Ltd., Amkor Technology
         Japan, K.K., Amkor Iwate Company, Ltd. (K.K.), Amkor Assembly & Test
         (Shanghai) Co., Ltd., Amkor Technology Taiwan Limited, Amkor
         Investments Holding Co. and Amkor Technology Greater China, Ltd. Amkor
         Investments Holdings Co. and Guardian Assets, Inc. are the only
         subsidiaries of the Company that are incorporated or organized under
         the laws of any state of the United States.

                  (d) The Company's authorized equity capitalization is as set
         forth in the Final Prospectus; the capital stock of the Company
         conforms in all material respects to the description thereof contained
         in the Final Prospectus; the outstanding shares of Common Stock have
         been duly and validly authorized and issued and are fully paid and
         nonassessable; the Securities have been duly and validly authorized
         and, when issued and delivered to and paid for by the Underwriters
         pursuant to this Agreement, will be fully paid and nonassessable; the
         Securities are duly listed, and admitted and authorized for trading,
         subject to official notice of issuance, on the Nasdaq National Market;
         the certificates for the Securities are in valid and sufficient form;
         the holders of outstanding shares of capital stock of the Company are
         not entitled to preemptive or other rights to subscribe for the
         Securities; and, except as set forth in the Final Prospectus, no
         options, warrants or other rights to purchase, agreements or other
         obligations to issue, or rights to convert any obligations into or
         exchange any securities for, shares of capital stock of or ownership
         interests in the Company are outstanding.

                                       3



                  (e) All the outstanding shares of capital stock of each
         Subsidiary have been duly authorized and validly issued, are fully paid
         and nonassessable, and, except for directors or similar qualifying
         shares and except that the Company owns 60% of the capital stock of
         Amkor Iwate Company, Ltd. (K. K.), are owned by the Company directly or
         indirectly through one or more wholly owned Subsidiaries free and clear
         of any claim, lien, encumbrance, security interest, restriction upon
         voting or transfer or any other claim of any third party.

                  (f) The Company has full right, power and authority to execute
         and deliver this Agreement and to perform its obligations hereunder;
         all corporate action required to be taken by the Company for the due
         and proper authorization, execution and delivery of this Agreement and
         the consummation of the transactions contemplated hereby have been duly
         and validly taken. This Agreement has been duly authorized, executed
         and delivered by the Company.

                  (g) There is no franchise, lease, contract, agreement or
         document of a character required to be described in the Registration
         Statement or Prospectus, or to be filed as an exhibit thereto, which is
         not described or filed therein as required; and all descriptions of any
         such franchises, leases, contracts, agreements or documents contained
         in the documents identified in the Preliminary Final Prospectus or the
         Prospectus under the heading "Where You Can Find More Information" (the
         "Incorporated Documents") and/or the Preliminary Final Prospectus or
         the Final Prospectus, to the extent such franchises, leases, contracts,
         agreements or documents are described therein, are accurate and
         complete descriptions of such documents in all material respects.

                  (h) Neither the Company nor any of the Subsidiaries is or,
         after giving effect to the offering and sale of the Securities and the
         application of the proceeds thereof as described in the Final
         Prospectus, will become, an "investment company" within the meaning of
         the Investment Company Act of 1940, as amended, and the rules and
         regulations of the Commission thereunder.

                  (i) No consent, approval, authorization, filing with or order
         of any court or governmental agency or body is required in connection
         with the transactions contemplated herein, except such as have been
         obtained under the Act and such as may be required under the blue sky
         laws of any jurisdiction in connection with the purchase and
         distribution of the Securities by the Underwriters in the manner
         contemplated herein and in the Final Prospectus.

                  (j) No holders of securities of the Company have rights to the
         registration of such securities under the Registration Statement.

                  (k) None of the issuance and sale of the Securities, the
         performance of the Company's obligations under this Agreement or the
         fulfillment of the terms hereof will conflict with, result in a breach
         or violation of, or constitute a default under, or result in the
         imposition of any lien, charge or encumbrance upon any property or
         assets of the Company or any of its Subsidiaries pursuant to, (i) the

                                       4



         charter or bylaws of the Company or any of its Subsidiaries, (ii) the
         terms or provisions of any indenture, mortgage, deed of trust, loan
         agreement or other agreement or instrument to which the Company or any
         of its Subsidiaries is a party or by which the Company or any of its
         Subsidiaries is bound or to which any of the property or assets of the
         Company or any of its Subsidiaries is subject, or (iii) any statute,
         law, rule, regulation, judgment, order or decree applicable to the
         Company or any of its Subsidiaries of any court or governmental agency
         or body having jurisdiction over the Company or any of its Subsidiaries
         or any of their properties or assets, except, in the case of clauses
         (ii) and (iii) only, any conflicts, breaches or violations which,
         individually or in the aggregate, would not be reasonably expected to
         have a Material Adverse Effect.

                  (l) No action, suit or proceeding by or before any court or
         governmental agency, authority or body or any arbitrator involving the
         Company or any of its Subsidiaries or its or their property or assets
         is pending or, to the best of the Company's knowledge, threatened that
         could reasonably be expected to have, individually or in the aggregate,
         a material adverse effect on the performance of this Agreement or the
         consummation of any of the transactions contemplated hereby or a
         Material Adverse Effect.

                  (m) Each of the Company and each of its Subsidiaries owns or
         leases all such properties as are necessary to the conduct of its
         operations as presently conducted, in each case free and clear of all
         liens, encumbrances, claims and defects that would be reasonably
         expected to result in a Material Adverse Effect.

                  (n) Neither the Company nor any of its Subsidiaries (i) is in
         violation of its charter or bylaws, (ii) is in default in any respect,
         and no event has occurred and is continuing which, with notice or lapse
         of time or both, would constitute such a default, in the due
         performance or observance of any term, covenant or condition contained
         in any indenture, mortgage, deed of trust, loan agreement or other
         agreement or instrument to which it is a party or by which it is bound
         or to which any of its property or assets is subject, (iii) is in
         violation in any respect of any statute, law, rule, regulation,
         judgment order or decree of any court, governmental body, arbitrator or
         other authority having jurisdiction over the Company, any such
         Subsidiary or any of their respective properties or assets, or (iv) is
         in non-compliance with any term or condition of, or has failed to
         obtain and maintain in effect, any license, certificate, authorization
         or permit required for the ownership or lease of its property or the
         conduct of its business, except any violations, defaults,
         non-compliance or failures which, individually or in the aggregate,
         would not reasonably be expected to have a Material Adverse Effect.

                  (o) PriceWaterhouseCoopers LLP ("PWC") who has expressed its
         opinion on the audited consolidated financial statements of the Company
         and related schedules included in the Preliminary Final Prospectus and
         the Final Prospectus, are independent public accountants with respect
         to the Company and its Subsidiaries within the meaning of the Act.

                                       5



                  (p) Samil Accounting Corporation, an affiliate of PWC, who has
         expressed its opinion on certain audited financial statements of AT
         Korea and whose report thereof is incorporated by reference in the
         Preliminary Final Prospectus and the Final Prospectus are independent
         public accountants with respect to AT Korea, within the meaning of the
         Act.

                  (q) The historical consolidated financial statements of the
         Company and its Subsidiaries included or incorporated by reference in
         the Preliminary Final Prospectus and the Final Prospectus and the
         Registration Statement present fairly in all material respects the
         financial condition, results of operations and cash flows of the
         Company and its Subsidiaries as of the dates and for the periods
         indicated, comply as to form with the applicable accounting
         requirements of the Act and have been prepared in conformity with
         generally accepted accounting principles applied on a consistent basis
         throughout the periods involved (except as otherwise noted therein).
         The summary financial data set forth under the caption "Summary
         Financial Information" in the Final Prospectus fairly present, on the
         basis stated in the Final Prospectus, the information included therein.
         The pro forma financial statements incorporated by reference in the
         Preliminary Final Prospectus and the Final Prospectus and the
         Registration Statement include assumptions that provide a reasonable
         basis for presenting the significant effects directly attributable to
         the transactions and events described therein, the related pro forma
         adjustments give appropriate effect to those assumptions, and the pro
         forma adjustments reflect the proper application of those adjustments
         to the historical financial statement amounts in the pro forma
         financial statements included in the Preliminary Final Prospectus and
         the Final Prospectus and the Registration Statement. The pro forma
         financial statements included in the Prospectus and the Registration
         Statement comply as to form in all material respects with the
         applicable accounting requirements of Regulation S-X under the Act and
         the pro forma adjustments have been properly applied to the historical
         amounts in the compilation of those statements.

                  (r) There are no transfer taxes or other similar fees or
         charges under Federal law or the laws of any state, or any political
         subdivision thereof, required to be paid in connection with the
         execution and delivery of this Agreement or the issuance or sale by the
         Company of the Securities.

                  (s) Neither the Company nor any of its Subsidiaries has been
         or is in violation of any federal or state or foreign law or regulation
         relating to occupational safety and health or to the storage, handling
         or transportation of hazardous or toxic materials, and the Company and
         its Subsidiaries have received all permits, licenses or other approvals
         required of them under applicable federal and state and foreign
         occupational safety and health and environmental laws and regulations
         to conduct their respective businesses, and the Company and each of its
         Subsidiaries is in compliance with all terms and conditions of any such
         permit, license or approval, except any such violation of law or
         regulation, failure to receive required permits, licenses or other
         approvals

                                       6



         or failure to comply with the terms and conditions of such permits,
         licenses or approvals which could reasonably be expected to,
         individually or in the aggregate, have a Material Adverse Effect.

                  (t) The Company and its Subsidiaries each (i) have filed all
         federal, state, local and foreign income and franchise tax returns that
         are required to be filed or have requested extensions thereof (except
         in any case in which the failure so to file would not have a Material
         Adverse Effect), (ii) have paid all federal, state, local and foreign
         taxes shown as payable on such returns, to the extent that any of the
         foregoing is due and payable, except for any such tax that is currently
         being contested in good faith or as would not have a Material Adverse
         Effect, and (iii) do not have any tax deficiency or claims outstanding
         or assessed or, to the best of the Company's knowledge, proposed
         against it which could reasonably be expected to have a Material
         Adverse Effect.

                  (u) No labor dispute with the employees of the Company or any
         of its Subsidiaries exists or, to the best of the Company's knowledge,
         is threatened, that could reasonably be expected to have a Material
         Adverse Effect.

                  (v) The Company and each of its Subsidiaries are insured by
         insurers of recognized financial responsibility against such losses and
         risks and in such amounts as are prudent for the businesses in which
         they are engaged; and neither the Company nor any such Subsidiary has
         any reason to believe that it will not be able to renew its existing
         insurance coverage as and when such coverage expires or to obtain
         similar coverage from similar insurers as may be necessary to continue
         its business at a cost that would not have a Material Adverse Effect,
         except as described in or contemplated in the Final Prospectus.

                  (w) No Subsidiary (excluding Amkor Iwate Company, Ltd.,
         (K.K.)) is currently prohibited, directly or indirectly, from paying
         any dividends to the Company, from making any other distribution on
         such Subsidiary's capital stock, from repaying to the Company any loans
         or advances to such Subsidiary from the Company or from transferring
         any of such Subsidiary's property or assets to the Company or any other
         Subsidiary, except as described in or contemplated by the Final
         Prospectus (exclusive of any supplement thereto).

                  (x) The Company and each of its Subsidiaries maintain a system
         of internal accounting controls sufficient to provide reasonable
         assurance that (i) transactions are executed in accordance with
         management's general or specific authorizations; (ii) transactions are
         recorded as necessary to permit preparation of financial statements in
         conformity with generally accepted accounting principles and to
         maintain asset accountability; (iii) access to assets is permitted only
         in accordance with management's general or specific authorization; and
         (iv) the recorded accountability for assets is compared with the
         existing assets at reasonable intervals and appropriate action is taken
         with respect to any differences.

                                       7



                  (y) There is and has been no failure on the part of the
         Company and any of the Company's directors or officers, in their
         capacities as such, to comply with any provision of the Sarbanes-Oxley
         Act of 2002 and the rules and regulations promulgated in connection
         therewith (the "Sarbanes Oxley Act"), including Section 402 related to
         loans and Sections 302 and 906 related to certifications.

                  (z) The Company and each of its Subsidiaries owns or has
         obtained licenses for the patents, patent applications, trade and
         service marks, trade secrets and other intellectual properties
         referenced or described in the Final Prospectus as being owned by or
         licensed to them (collectively, the "Intellectual Property") and (i) to
         the best of the Company's knowledge, there are no rights of third
         parties to any such Intellectual Property owned by the Company or any
         of its Subsidiaries; (ii) to the best of the Company's knowledge, there
         is no material infringement by third parties of any such Intellectual
         Property; (iii) there is no pending or, to the best of the Company's
         knowledge, threatened action, suit, proceeding or claim by others
         challenging the rights of the Company or any of its Subsidiaries in or
         to any such Intellectual Property, and the Company is unaware of any
         facts which would form a reasonable basis for any such claim; (iv)
         there is no pending or, to the best of the Company's knowledge,
         threatened action, suit, proceeding or claim by others challenging the
         validity or scope of any such Intellectual Property; (v) there is no
         pending or, to the best of the Company's knowledge, threatened action,
         suit, proceeding or claim by others that the Company or any of its
         Subsidiaries infringes or otherwise violates any patent, trademark,
         copyright, trade secret or other proprietary rights of others; (vi) to
         the best of the Company's knowledge, there is no U.S. patent or
         published U.S. patent application which contains claims that dominate
         or may dominate any Intellectual Property described in the Final
         Prospectus as being owned by or licensed to the Company or any of its
         Subsidiaries that interferes with the issued or pending claims of any
         such Intellectual Property; and (vii) there is no prior art of which
         the Company is aware that may render any U.S. patent held by the
         Company or any of its Subsidiaries invalid or any U.S. patent
         application held by the Company or any of its Subsidiaries unpatentable
         which has not been disclosed to the U.S. Patent and Trademark Office,
         in each case of clauses (i) through (vii) that could reasonably be
         expected to result in a Material Adverse Effect. Each of the Company
         and its Subsidiaries owns or could obtain the Intellectual Property or
         has the rights to the Intellectual Property that is necessary to
         conduct the Company's business as described in the Final Prospectus.

                  (aa) The Company is subject to and in full compliance with the
         reporting requirements of Section 13 or Section 15(d) of the Exchange
         Act.

                  (bb) Neither the Company nor its affiliated purchasers, as
         defined in Rule 100 of Regulation M under the Exchange Act ("Regulation
         M"), either alone or with one or more other persons, (i) has taken,
         either directly or

                                       8



         indirectly, any action which was designed to cause or result in,
         stabilization or manipulation of the price of any security of the
         Company ("Subject Securities") in connection with the offering of the
         Securities or (ii) will bid for or purchase any Subject Securities of
         the Company or any other covered securities (within the meaning of
         Regulation M) relating to the Subject Securities (together with the
         Subject Securities, "Covered Securities"), or attempt to induce any
         person to bid for or purchase any Covered Securities, in either case,
         for the purpose of creating actual or apparent active trading in, or
         raising the price of the Securities.

                  (cc) There are no outstanding loans, advances (except normal
         advances for business expenses in the ordinary course of business) or
         guarantees of indebtedness by the Company or any of its Subsidiaries to
         or for the benefit of any of the officers or directors of the Company
         or any of its Subsidiaries or any of the members of the families of any
         of them, which loans, advances or guarantees are required to be, and
         are not, disclosed in the Final Prospectus.

                  (dd) There have not been, and there are not proposed, (i) any
         transactions or agreements between the Company or any of its
         Subsidiaries on the one hand and the officers, directors or
         stockholders of the Company or any of its Subsidiaries on the other
         hand, or (ii) any transactions or agreements between the Company on the
         one hand and any of its Subsidiaries on the other hand, or among any of
         the Company's Subsidiaries, which transactions or agreements are
         required to be, and are not, disclosed in the Final Prospectus.

                  (ee) No officer or director of the Company is in breach or
         violation of any employment agreement, non-competition agreement,
         confidentiality agreement or other agreement restricting the nature or
         scope of employment to which such officer or director is a party, other
         than such breaches or violations which could not reasonably be expected
         to, individually or in the aggregate, have a Material Adverse Effect.

                  (ff) Neither the Company nor any of its Subsidiaries has
         sustained, since the date of the latest audited financial statements
         included in the Final Prospectus, any material loss or interference
         with its business from fire, explosion, flood or other calamity,
         whether or not covered by insurance, or from any labor dispute or court
         or governmental action, order or decree; and, since such date, there
         has not been any change in the capital stock or long-term debt of the
         Company or any of its Subsidiaries or any development which could
         reasonably be expected to have a Material Adverse Effect, otherwise
         than as set forth or contemplated in the Final Prospectus (exclusive of
         any supplement thereto).

                  (gg) No "prohibited transaction" (as defined in Section 406 of
         the Employee Retirement Income Security Act of 1974, as amended,
         including the regulations and published interpretations thereunder
         ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
         amended from time to time (the "Code")) or "accumulated funding
         deficiency" (as defined in Section 302 of

                                       9



         ERISA) or any of the events set forth in Section 4043(b) of ERISA
         (other than events with respect to which the 30-day notice requirement
         under Section 4043 of ERISA has been waived) has occurred with respect
         to any employee benefit plan which could reasonably be expected to have
         a Material Adverse Effect; each employee benefit plan is in compliance
         in all material respects with applicable law, including ERISA and the
         Code; the Company has not incurred and does not expect to incur
         liability under Title IV of ERISA with respect to the termination of,
         or withdrawal from, any "pension plan"; and each "pension plan"(as
         defined in ERISA) for which the Company would have any liability that
         is intended to be qualified under Section 401(a) of the Code is so
         qualified in all material respects and nothing has occurred, whether by
         action or by failure to act, which could cause the loss of such
         qualification.

                  (hh) The minute books of the Company and each of its
         Subsidiaries have been made available to the Representatives and
         counsel for the Representatives, and such books contain a fair summary
         of all meetings and actions of the directors and shareholders of the
         Company and each of its Subsidiaries since the time of its respective
         incorporation through the date of the latest meeting and action.

                  (ii) Neither the Company nor any of its Subsidiaries is a
         party to any contract, agreement or understanding with any person that
         would give rise to a valid claim against the Company or the
         Underwriters for a brokerage commission, finder's fee or like payment
         in connection with the offering and sale of the Securities.

                  (jj) No forward-looking statement (within the meaning of
         Section 27A of the Act and Section 21E of the Exchange Act) contained
         in the Final Prospectus has been made for which the Company's
         management did not have a reasonable basis.

                  (kk) Neither the Company nor any of its Subsidiaries nor, to
         the best of the Company's knowledge, any employee or agent of the
         Company of any of its Subsidiaries, has made any contribution or other
         payment to any official of, or candidate for, any federal, state or
         foreign office in violation of any law which could reasonably be
         expected to have a Material Adverse Effect.

                  (ll) Except as disclosed in the Registration Statement and the
         Preliminary Final Prospectus and the Final Prospectus, the Company (i)
         does not have any material lending or other relationship with any bank
         or lending affiliate of Citigroup Global Markets Holdings Inc. and (ii)
         does not intend to use any of the proceeds from the sale of the
         Securities hereunder to repay any outstanding debt owed to any
         affiliate of Citigroup Global Markets Holdings Inc.

                  2.       Purchase and Sale. (a) Subject to the terms and
conditions and in reliance upon the representations and warranties herein set
forth, the Company agrees to sell to each Underwriter, and each Underwriter
agrees, severally and not jointly, to

                                       10



purchase from the Company, at a purchase price of $18.145 per share, the amount
of the Underwritten Securities set forth opposite such Underwriter's name in
Schedule II hereto.

                  (b) Subject to the terms and conditions and in reliance upon
the representations and warranties herein set forth, the Company hereby grants
an option to the several Underwriters to purchase, severally and not jointly, up
to 1,050,000 Option Securities at the same purchase price per share as the
Underwriters shall pay for the Underwritten Securities. Said option may be
exercised only to cover over-allotments in the sale of the Underwritten
Securities by the Underwriters. Said option may be exercised in whole or in part
at any time and from time to time on or before the 30th day after the date of
the Final Prospectus upon written or telegraphic notice by the Representatives
to the Company setting forth the number of shares of the Option Securities as to
which the several Underwriters are exercising the option and the settlement
date. The number of shares of the Option Securities to be purchased by each
Underwriter shall be the same percentage of the total number of shares of the
Option Securities to be purchased by the several Underwriters as such
Underwriter is purchasing of the Underwritten Securities, subject to such
adjustments as you in your absolute discretion shall make to eliminate any
fractional shares.

                  3.       Delivery and Payment. Delivery of and payment for the
Underwritten Securities and the Option Securities (if the option provided for in
Section 2(b) hereof shall have been exercised on or before the third Business
Day prior to the Closing Date) shall be made on the date and at the time
specified in Schedule I hereto or at such time on such later date not more than
three Business Days after the foregoing date as the Representatives shall
designate, which date and time may be postponed by agreement between the
Representatives and the Company or as provided in Section 10 hereof (such date
and time of delivery and payment for the Securities being herein called the
"Closing Date"). Delivery of the Securities shall be made to the Representatives
for the respective accounts of the several Underwriters against payment by the
several Underwriters through the Representatives of the purchase price thereof
to or upon the order of the Company by wire transfer payable in same-day funds
to an account specified by the Company. Delivery of the Underwritten Securities
and the Option Securities shall be made through the facilities of The Depository
Trust Company unless the Representatives shall otherwise instruct.

                  If the option provided for in Section 2(b) hereof is exercised
after the third Business Day prior to the Closing Date, the Company will deliver
the Option Securities (at the expense of the Company) to the Representatives, at
388 Greenwich Street, New York, New York, on the date specified by the
Representatives (which shall be within three Business Days after exercise of
said option) for the respective accounts of the several Underwriters, against
payment by the several Underwriters through the Representatives of the purchase
price thereof to or upon the order of the Company by wire transfer payable in
same-day funds to an account specified by the Company. If settlement for the
Option Securities occurs after the Closing Date, the Company will deliver to the
Representatives on the settlement date for the Option Securities, and the
obligation of the Underwriters to purchase the Option Securities shall be
conditioned

                                       11



upon receipt of, supplemental opinions, certificates and letters confirming as
of such date the opinions, certificates and letters delivered on the Closing
Date pursuant to Section 7 hereof.

                  4.       Offering by Underwriters. It is understood that the
several Underwriters propose to offer the Securities for sale to the public as
set forth in the Final Prospectus.

                  5.       Payment of Expenses. The Company agrees with the
Representatives to pay (a) the costs incident to the authorization, issuance,
sale, preparation and delivery of the Securities to the Representatives or
pursuant to the sale of the Securities to the public as set forth in the Final
Prospectus and any transfer or other taxes payable in that connection; (b) the
costs incident to the preparation, printing and distribution of any Preliminary
Final Prospectus and the Final Prospectus and any amendments and exhibits
thereto, the costs of printing, reproducing and distributing the applicable
related documents by mail, telex or other means of communications; (c) any
applicable listing or other fees and any fee of the National Association of
Securities Dealers, Inc. in connection with its review of the offering; and (d)
all other costs and expenses incident to the performance of the obligations of
the Company under this Agreement (including, without limitation, the fees and
expenses of the Company's counsel and the Company's independent accountants);
provided that, except as otherwise provided in this Section 5 and in Section 9,
the Representatives shall pay their own costs and expenses, including the fees
and expenses of their counsel and the expenses of advertising any offering of
the Securities made by the Representatives.

                  6.       Agreements. The Company agrees with the several
Underwriters that:

                  (a) The Company will use its best efforts to cause the
         Registration Statement, if not effective at the Execution Time, and any
         amendment thereof, to become effective. Prior to the termination of the
         offering of the Securities, the Company will not file any amendment of
         the Registration Statement or supplement (including the Final
         Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus
         or any Rule 462(b) Registration Statement unless the Company has
         furnished you a copy for your review prior to filing and will not file
         any such proposed amendment or supplement to which you reasonably
         object. Subject to the foregoing sentence, if the Registration
         Statement has become or becomes effective pursuant to Rule 430A, or
         filing of the Final Prospectus is otherwise required under Rule 424(b),
         the Company will cause the Final Prospectus, properly completed, and
         any supplement thereto to be filed in a form approved by the
         Representatives with the Commission pursuant to the applicable
         paragraph of Rule 424(b) within the time period prescribed and will
         provide evidence satisfactory to the Representatives of such timely
         filing. The Company will promptly advise the Representatives (1) when
         the Registration Statement, if not effective at the Execution Time,
         shall have become effective, (2) when the Final Prospectus, and any
         supplement thereto, shall have been filed

                                       12



         (if required) with the Commission pursuant to Rule 424(b) or when any
         Rule 462(b) Registration Statement shall have been filed with the
         Commission, (3) when, prior to termination of the offering of the
         Securities, any amendment to the Registration Statement shall have been
         filed or become effective, (4) of any request by the Commission or its
         staff for any amendment of the Registration Statement, or any Rule
         462(b) Registration Statement, or for any supplement to the Final
         Prospectus or for any additional information, (5) of the issuance by
         the Commission of any stop order suspending the effectiveness of the
         Registration Statement or the institution or threatening of any
         proceeding for that purpose and (6) of the receipt by the Company of
         any notification with respect to the suspension of the qualification of
         the Securities for sale in any jurisdiction or the institution or
         threatening of any proceeding for such purpose. The Company will use
         its best efforts to prevent the issuance of any such stop order or the
         suspension of any such qualification and, if issued, to obtain as soon
         as possible the withdrawal thereof.

                  (b) If, at any time when a prospectus relating to the
         Securities is required to be delivered under the Act, any event occurs
         as a result of which the Final Prospectus as then supplemented would
         include any untrue statement of a material fact or omit to state any
         material fact necessary to make the statements therein in the light of
         the circumstances under which they were made not misleading, or if it
         shall be necessary to amend the Registration Statement or supplement
         the Final Prospectus to comply with the Act or the Exchange Act or the
         respective rules thereunder, the Company promptly will (1) notify the
         Representatives of such event, (2) prepare and file with the
         Commission, subject to the second sentence of paragraph (a) of this
         Section 6, an amendment or supplement which will correct such statement
         or omission or effect such compliance and (3) supply any supplemented
         Final Prospectus to you in such quantities as you may reasonably
         request.

                  (c) As soon as practicable, the Company will make generally
         available to its security holders and to the Representatives an
         earnings statement or statements of the Company and its Subsidiaries
         which will satisfy the provisions of Section 11(a) of the Act and Rule
         158 under the Act.

                  (d) The Company will furnish to the Representatives and
         counsel for the Underwriters, without charge, signed copies of the
         Registration Statement (including exhibits thereto) and to each other
         Underwriter a copy of the Registration Statement (without exhibits
         thereto) and, so long as delivery of a prospectus by an Underwriter or
         dealer may be required by the Act, as many copies of each Preliminary
         Final Prospectus and the Final Prospectus and any supplement thereto as
         the Representatives may reasonably request.

                  (e) The Company will arrange, if necessary, for the
         qualification of the Securities for sale under the laws of such
         jurisdictions as the Representatives may designate and will maintain
         such qualifications in effect so long as required

                                       13



         for the distribution of the Securities; provided that in no event shall
         the Company be obligated to qualify to do business in any jurisdiction
         where it is not now so qualified or to take any action that would
         subject it to service of process in suits, other than those arising out
         of the offering or sale of the Securities, in any jurisdiction where it
         is not now so subject.

                  (f) The Company will not, without the prior written consent of
         Citigroup Global Markets Inc., offer, sell, contract to sell, pledge,
         or otherwise dispose of, (or enter into any transaction which is
         designed to, or might reasonably be expected to, result in the
         disposition (whether by actual disposition or effective economic
         disposition due to cash settlement or otherwise) by the Company or any
         affiliate of the Company or any person in privity with the Company or
         any affiliate of the Company) directly or indirectly, including the
         filing (or participation in the filing) of a registration statement
         with the Commission in respect of, or establish or increase a put
         equivalent position or liquidate or decrease a call equivalent position
         within the meaning of Section 16 of the Exchange Act, any shares of
         Common Stock or any securities convertible into, or exercisable, or
         exchangeable for, shares of Common Stock other than pursuant to this
         Agreement; or publicly announce an intention to effect any such
         transaction, until the Business Day set forth on Schedule I hereto,
         provided, however, that (i) the Company may issue and sell Common Stock
         pursuant to any employee stock option plan, stock ownership plan or
         dividend reinvestment plan of the Company in effect at the Execution
         Time, (ii) the Company may issue Common Stock issuable upon the
         conversion of securities or the exercise of warrants outstanding at the
         Execution Time, and (iii) the Company may issue shares of Common Stock,
         having an aggregate Average Trading Price (as defined below) not to
         exceed $100,000,000, as consideration for an acquisition of another
         business or assets (including technology thereof), provided that the
         recipients of such shares agree in writing, in form and substance
         satisfactory to Citigroup Global Markets, Inc. and its counsel, to be
         bound by the restrictions set forth in this Section 6(f). For purposes
         of the immediately preceding sentence, "Average Trading Price" shall
         mean, with respect to each share of Common Stock , the average closing
         bid price per share of Common Stock as quoted on the ten (10)
         consecutive trading days immediately preceding the public announcement
         of the acquisition referred to in the preceding sentence (or, if there
         is no such announcement, the execution of a binding definitive
         agreement for such acquisition).

                  (g) The Company will comply with all applicable securities and
         other applicable laws, rules and regulations, including, without
         limitation, the Sarbanes Oxley Act, and to use its best efforts to
         cause the Company's directors and officers, in their capacities as
         such, to comply with such laws, rules and regulations, including,
         without limitation, the provisions of the Sarbanes Oxley Act.

                                       14


                  (h) The Company will not take, directly or indirectly, any
         action designed to or that would constitute or that might reasonably be
         expected to cause or result in, under the Exchange Act or otherwise,
         stabilization or manipulation of the price of any security of the
         Company to facilitate the sale or resale of the Securities.

                  (i) The Company confirms as of the date hereof that it is in
         compliance with all provisions of Section 1 of Laws of Florida, Chapter
         92-198, An Act Relating to Disclosure of Doing Business with Cuba, and
         the Company further agrees that if it commences engaging in business
         with the government of Cuba or with any person or affiliate located in
         Cuba after the date hereof, or if the information reported in the
         Incorporated Documents, if any, concerning the Company's business with
         Cuba or with any person or affiliate located in Cuba changes in any
         material way, the Company will provide the Florida Department of
         Banking and Finance (the "Department") notice of such business or
         change, as appropriate, in a form acceptable to the Department.

                  7.       Conditions to the Obligations of the Underwriters.
The obligations of the Underwriters to purchase the Underwritten Securities and
the Option Securities, as the case may be, shall be subject to the accuracy of
the representations and warranties, in all material respects (or, in the case of
representations and warranties that are qualified as to materiality or Material
Adverse Effect, in all respects), on the part of the Company contained herein as
of the Execution Time and the Closing Date and any settlement date pursuant to
Section 3 hereof to the accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to each of the performance by
the Company of its obligations hereunder and to the following additional terms
and conditions:

                  (a) If filing of the Final Prospectus, or any supplement
         thereto, is required pursuant to Rule 424(b), the Final Prospectus, and
         any such supplement, will be filed in the manner and within the time
         period required by Rule 424(b); and no stop order suspending the
         effectiveness of the Registration Statement shall have been issued and
         no proceedings for that purpose shall have been instituted or
         threatened.

                  (b) Wilson Sonsini Goodrich & Rosati, a Professional
         Corporation, shall have furnished to the Representatives their opinion,
         dated the Closing Date and addressed to the Representatives, to the
         effect that:

                           (i) the Company and Amkor Investments Holdings Co.
                  and Guardian Assets, Inc. (Amkor Investments Holding Co. and
                  Guardian Assets, Inc. are collectively referred to as the
                  "U.S. Subsidiaries") each has been duly incorporated or
                  organized and is validly existing as a corporation in good
                  standing under the laws of their respective jurisdictions of
                  incorporation or organization, with full power and authority
                  to own or hold its properties and to conduct its business as
                  described in the Final Prospectus;

                                       15


                           (ii) all the outstanding shares of capital stock of
                  each U.S. Subsidiary have been duly authorized and validly
                  issued, are fully paid and nonassessable;

                           (iii) the Company's authorized equity capitalization
                  is as set forth in the Final Prospectus; the capital stock of
                  the Company conforms in all material respects to the
                  description thereof contained in the Final Prospectus; the
                  outstanding shares of Common Stock have been duly and validly
                  authorized and issued and are fully paid and nonassessable;
                  the Securities have been duly and validly authorized, and,
                  when issued and delivered to and paid for by the Underwriters
                  pursuant to this Agreement, will be fully paid and
                  nonassessable; the Securities are duly listed, and admitted
                  and authorized for trading, subject to official notice of
                  issuance on the Nasdaq National Market; the certificates for
                  the Securities are in valid and sufficient form; and the
                  holders of outstanding shares of capital stock of the Company
                  are not entitled to preemptive or other rights to subscribe
                  for the Securities pursuant to (A) the Company's charter or
                  by-laws, (B) any statute, law, rule or regulation, or (C) any
                  contract, agreement or instrument known to such counsel or
                  described in, or filed as an exhibit to, the Registration
                  Statement, the Final Prospectus or any reports or other
                  documents filed by the Company pursuant to the Exchange Act;
                  and, except as set forth in the Final Prospectus, to such
                  counsel's knowledge, no options, warrants or other rights to
                  purchase, agreements or other obligations to issue, or rights
                  to convert any obligations into or exchange any securities
                  for, shares of capital stock of or ownership interests in the
                  Company are outstanding;

                           (iv) to the knowledge of such counsel, there is no
                  pending or threatened action, suit or proceeding by or before
                  any court or governmental agency, authority or body or any
                  arbitrator involving the Company or any of its Subsidiaries or
                  its or their property of a character required to be disclosed
                  in the Registration Statement which is not adequately
                  disclosed in the Final Prospectus, and there is no contract or
                  other document of a character required to be described in the
                  Registration Statement or Final Prospectus, or to be filed as
                  an exhibit thereto, which is not described or filed as
                  required; and the statements included or incorporated by
                  reference in the Final Prospectus under the headings,
                  "Description of Capital Stock," "Risk Factors - High Leverage
                  and Restrictive Covenants - Our Substantial Indebtedness Could
                  Materially Restrict Our Operations and Adversely Affect Our
                  Financial Condition," "Risk Factors - Environmental
                  Regulations - Future Environmental Regulations Could Place
                  Additional Burdens On Our Manufacturing Operations," "Risk
                  Factors - Protection of Intellectual Property - We May Become
                  Involved In Intellectual Property Litigation," "Risk Factors -
                  Increased Litigation Incident To Our Business - Our Business
                  May Suffer As A Result Of Our Involvement In Various
                  Lawsuits," and "Legal

                                       16


                  Proceedings" insofar as such statements summarize legal
                  matters, agreements, documents or proceedings discussed
                  therein, are accurate and fair summaries of such legal
                  matters, agreements, documents or proceedings;

                           (v) the Registration Statement has become effective
                  under the Act; any required filing of the Basic Prospectus,
                  any Preliminary Final Prospectus and the Final Prospectus, and
                  any supplements thereto, pursuant to Rule 424(b) has been made
                  in the manner and within the time period required by Rule
                  424(b); to the knowledge of such counsel, no stop order
                  suspending the effectiveness of the Registration Statement has
                  been issued, no proceedings for that purpose have been
                  instituted or threatened and the Registration Statement and
                  the Final Prospectus (other than the financial statements and
                  other financial and statistical information contained therein,
                  as to which such counsel need express no opinion) comply as to
                  form in all material respects with the applicable requirements
                  of the Act and the Exchange Act and the respective rules
                  thereunder; and such counsel has no reason to believe that on
                  the Effective Date or the date the Registration Statement was
                  last deemed amended the Registration Statement contained any
                  untrue statement of a material fact or omitted to state any
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading or that the Final
                  Prospectus as of its date and on the Closing Date included or
                  includes any untrue statement of a material fact or omitted or
                  omits to state a material fact necessary to make the
                  statements therein, in the light of the circumstances under
                  which they were made, not misleading (in each case, other than
                  the financial statements and other financial and statistical
                  information contained therein, as to which such counsel need
                  express no opinion);

                           (vi) this Agreement has been duly authorized,
                  executed and delivered by the Company;

                           (vii) the Company is not and, after giving effect to
                  the offering and sale of the Securities and the application of
                  the proceeds thereof as described in the Final Prospectus,
                  will not be an "investment company" as defined in the
                  Investment Company Act of 1940, as amended, and the rules and
                  regulations of the Commission thereunder;

                           (viii) no consent, approval, authorization, filing
                  with or order of any court or governmental agency or body is
                  required in connection with the transactions contemplated
                  herein, except such as have been obtained under the Act, the
                  Exchange Act and such as may be required under the blue sky or
                  similar securities laws of any state or foreign jurisdiction
                  in connection with the purchase and distribution of the
                  Securities by the Underwriters in the manner contemplated in
                  this Agreement and in the Final Prospectus and such other
                  approvals (specified in such opinion) as have been obtained

                                       17


                  except where the failure to obtain such consents, approvals,
                  authorizations, filings or orders or make such filings or
                  registrations could not reasonably be expected to have a
                  Material Adverse Effect;

                           (ix) neither the issue and sale of the Securities,
                  nor the consummation of any other of the transactions herein
                  contemplated nor the fulfillment of the terms hereof will
                  conflict with, result in a breach or violation of, or
                  imposition of any lien, charge or encumbrance upon any
                  property or assets of the Company or the U.S. Subsidiaries
                  pursuant to, (i) the charter or by-laws of the Company or any
                  U.S. Subsidiary or (ii) any U.S. federal, California, Delaware
                  or New York statute, law, rule, regulation, judgment, order or
                  decree known to such counsel applicable to the Company or any
                  of the U.S. Subsidiaries of any U.S., California, Delaware,
                  New York court or governmental agency or body having
                  jurisdiction over the Company or any of the U.S. Subsidiaries
                  or any of their property or assets; and

                           (x) to the knowledge of such counsel, no holders of
                  securities of the Company have rights to the registration of
                  such securities under the Registration Statement.

         In rendering such opinion, such counsel may rely as to matters of fact,
         to the extent they deem proper, on certificates of responsible officers
         of the Company and the U.S. Subsidiaries and public officials. Such
         opinion may also contain customary qualifications and limitations.
         References to the Final Prospectus in this paragraph (b) shall also
         include any amendments or supplements thereto at the Closing Date.

                  (c) Kevin Heron, Esq., the General Counsel of the Company,
         shall have furnished to the Representatives such counsel's written
         opinion, as counsel to the Company, addressed to the Representatives
         and dated the Closing Date, in form and substance reasonably
         satisfactory to the Representatives, to the effect that:

                           (i) neither the issue and sale of the Securities nor
                  the performance of the Company's obligations under this
                  Agreement or any of the other transactions herein contemplated
                  will conflict with, or result in a breach or violation of,
                  constitute a default under, or result in the imposition of any
                  lien, charge or encumbrance upon any property or assets of the
                  Company or any of the Subsidiaries pursuant to (i) the charter
                  or by-laws of the Company or any Subsidiary, or (ii) the terms
                  or provisions of any indenture, mortgage, deed of trust, loan
                  agreement or other agreement or instrument to which the
                  Company or any Subsidiary is a party or bound or to which any
                  of the property or assets of the Company or any Subsidiary is
                  subject, except breaches or violations which, either
                  individually or in the aggregate, would not have a Material
                  Adverse Effect, or (iii) any Pennsylvania statute, law, rule,
                  regulation, judgment, order or decree applicable to the
                  Company or any Subsidiary of any

                                       18


                  Pennsylvania court or governmental agency or body having
                  jurisdiction over the Company or any of its Subsidiaries or
                  any of their properties or assets;

                           (ii) to such counsel's knowledge and other than as
                  set forth in the Final Prospectus, no action, suit or
                  proceeding by or before any court or governmental agency,
                  authority or body or any arbitrator involving the Company or
                  any of the Subsidiaries or its or their property or assets is
                  pending which, individually or in the aggregate, if determined
                  adversely to the Company or any of the Subsidiaries, might
                  have a Material Adverse Effect or would prevent or adversely
                  affect the ability of the Company to perform its obligations
                  under any of the other transactions herein contemplated; and,
                  to such counsel's knowledge, no such proceedings are
                  threatened or contemplated by governmental authorities or
                  threatened by others; and

                           (iii) except to the extent set forth in the Final
                  Prospectus, and except for directors' qualifying shares which
                  are not material in amount, and except that the Company owns
                  60% of the capital stock of Amkor Iwate Company, Ltd. (K.K.),
                  all the outstanding shares of capital stock of each Subsidiary
                  are owned by the Company directly or indirectly through one or
                  more wholly owned Subsidiaries, free and clear of any claim,
                  lien, encumbrance, security interest, restriction upon voting
                  or transfer or any other claim of any third party.

         In rendering such opinion, such counsel may rely as to matters
involving the application of laws of any jurisdiction other than the State of
Pennsylvania, the United States or the corporate laws of the State of Delaware,
to the extent he deems proper and specifies in such opinion, upon the opinion of
other counsel of good standing whom he believes to be reliable and who are
satisfactory to counsel for the Representative. Such opinion may also contain
customary qualifications and limitations. References to the Preliminary Final
Prospectus and Final Prospectus in this paragraph (c) include any amendments or
supplements thereto at the Closing Date.

                  (d) Ortega, Del Castillo, Bacorro, Odulio, Calma & Carbonell
         Law Offices, Philippines counsel for the Company, shall have furnished
         to the Representatives such counsel's written opinion, as counsel to
         the Company, addressed to the Representatives and dated the Closing
         Date, in form and substance reasonably satisfactory to the
         Representatives, to the effect that:

                           (i) each of the Subsidiaries incorporated or
                  organized under the laws of the Philippines (the "Philippines
                  Subsidiaries") has been duly incorporated and is validly
                  existing as a corporation in good standing under the laws of
                  the Philippines, with full corporate power and authority to
                  own or hold its properties and to conduct the businesses in
                  which it is engaged; and

                                       19


                           (ii) all the outstanding shares of capital stock of
                  each Philippines Subsidiary have been duly authorized and
                  validly issued, are fully paid and non assessable and, except
                  such shares of each Philippines Subsidiary owned by directors
                  thereof, which shares in each case do not exceed 0.1% of the
                  outstanding shares of such Subsidiary, are owned by the
                  Company directly or indirectly through one or more
                  wholly-owned Subsidiaries, free and clear of any claim, lien,
                  encumbrance, security interest, restriction upon voting or
                  transfer or any other claim of any third party.

         In rendering such opinion, such counsel may rely as to matters of fact,
to the extent they deem proper on certificates of responsible officers of the
Company and public officials. Such opinion may also contain customary
qualifications and limitations. References to the Preliminary Final Prospectus
and Final Prospectus in this paragraph (d) include any amendments or supplements
thereto at the Closing Date.

                  (e) Kim & Chang, Korean Counsel for the Company, shall have
         furnished to the Representatives such counsel's written opinion, as
         counsel to the Company, addressed to the Representatives and dated the
         Closing Date, in form and substance reasonably satisfactory to the
         Representatives to the effect that:

                           (i) Amkor Technology Korea, Inc. and SemiSys Co.,
                  Ltd., , which are incorporated or organized under the laws of
                  the Republic of Korea '(the "Korean Subsidiaries"), have been
                  duly incorporated and are validly existing as corporations
                  under the laws of the Republic of Korea, with full corporate
                  powers and authorities to own or hold their properties and to
                  conduct their businesses in accordance with their respective
                  Articles of Incorporation; and

                           (ii) All the outstanding shares of capital stock of
                  each Korean Subsidiary have been duly authorized and validly
                  issued, are fully paid and nonassessable, and, solely based
                  upon the shareholders registries of the Korean Subsidiaries as
                  of the date of such shareholders' registries, all the
                  outstanding shares of capital stock of the Korean Subsidiaries
                  were issued to, and are owned by Amkor Technology Limited, and
                  no claim, lien, encumbrance, security interest, restriction
                  upon voting or transfer or any other claim of any third party
                  was recorded in such shareholders' registries of the Korean
                  Subsidiaries.

         In rendering such opinion, such counsel may rely as to matters of fact,
to the extent they deem proper, on certificates of responsible officers of ASI,
each Korean Subsidiary and the Company and public officials. Such opinion may
also contain customary qualifications and limitations.

                  (f) The Representatives shall have received from Weil, Gotshal
         & Manges LLP, counsel for the Underwriters, such opinion or opinions,
         dated the Closing Date and addressed to the Representatives, with
         respect to the issuance and sale of the Securities, the Registration
         Statement, the Final Prospectus

                                       20


         (together with any supplement thereto) and other related matters as the
         Representatives may reasonably require, and the Company shall have
         furnished to such counsel such documents as they request for the
         purpose of enabling them to pass upon such matters.

                  (g) The Company shall have furnished to the Representatives a
         certificate of the Company, signed by the Chairman of the Board or the
         President and the principal financial or accounting officer of the
         Company, dated the Closing Date, to the effect that the signers of such
         certificate have carefully examined the Registration Statement, the
         Final Prospectus, any supplements to the Final Prospectus and this
         Agreement and that:

                           (i) the representations and warranties of the Company
                  in this Agreement are true and correct in all material
                  respects (or, in the case of representations and warranties
                  that are qualified as to materiality or Material Adverse
                  Effect, in all respects) on and as of the Closing Date with
                  the same effect as if made on the Closing Date and the Company
                  has complied with all the agreements and satisfied all the
                  conditions on its part to be performed or satisfied at or
                  prior to the Closing Date;

                           (ii) no stop order suspending the effectiveness of
                  the Registration Statement has been issued and no proceedings
                  for that purpose have been instituted or, to the Company's
                  knowledge, threatened; and

                           (iii) since the date of the most recent financial
                  statements included or incorporated by reference in the Final
                  Prospectus (exclusive of any supplement thereto), there has
                  been no development which could reasonably be expected to have
                  a Material Adverse Effect, except as set forth in or
                  contemplated in the Final Prospectus (exclusive of any
                  supplement thereto).

                  (h) The Company shall have requested and caused PWC to have
         furnished to the Representatives at the Execution Time and at the
         Closing Date letters, addressed to the Representatives and dated the
         Execution Time or the Closing Date, as relevant, in form and substance
         satisfactory to the Representatives (i) confirming that they are the
         independent certified public accountants with respect to the Company
         and its Subsidiaries within the meaning of the Act and (ii) stating the
         conclusions and findings of such firm with respect to the financial
         statements and certain financial information as of and for the years
         ended December 31, 2000, 2001 and 2002 and the unaudited financial
         information as of and for the quarter ended September 30, 2002 and
         September 30, 2003 and certain other financial data identified by the
         Representatives and contained in the Final Prospectus.

                  (i) Subsequent to the Execution Time or, if earlier, the dates
         as of which information is given in the Registration Statement
         (exclusive of any amendment thereof) and the Final Prospectus
         (exclusive of any supplement thereto), there

                                       21


         shall not have been (i) any change or decrease specified in the letter
         or letters referred to in paragraph (h) of this Section 7 or (ii) any
         change, or any development involving a prospective change, in or
         affecting the condition (financial or otherwise), earnings, business or
         properties of the Company and its subsidiaries, taken as a whole,
         whether or not arising from transactions in the ordinary course of
         business, except as set forth in or contemplated in the Final
         Prospectus (exclusive of any supplement thereto) the effect of which,
         in any case referred to in clause (i) or (ii) above, is, in the sole
         judgment of the Representatives, so material and adverse as to make it
         impractical or inadvisable to proceed with the offering or delivery of
         the Securities as contemplated by the Registration Statement (exclusive
         of any amendment thereof) and the Final Prospectus (exclusive of any
         supplement thereto).

                  (j) Prior to the Closing Date, the Company shall have
         furnished to the Representatives such further information, certificates
         and documents as the Representatives may reasonably request.

                  (k) Subsequent to the Execution Time, there shall not have
         been any decrease in the rating of any of the Company's debt securities
         by any "nationally recognized statistical rating organization" (as
         defined for purposes of Rule 436(g) under the Act) or any notice given
         of any intended or potential decrease in any such rating or of a
         possible change in any such rating that does not indicate the direction
         of the possible change.

                  (l) No action shall have been taken and no statute, rule,
         regulation or order shall have been enacted, adopted or issued by any
         governmental agency or body which would, as of the Closing Date,
         prevent the issuance or sale of the Securities; and no injunction,
         restraining order or order of any other nature by any federal or state
         court of competent jurisdiction shall have been issued as of the
         Closing Date which would prevent the issuance or sale of the
         Securities.

                  (m) The Securities shall have been listed and admitted and
         authorized for trading on the Nasdaq National Market, and satisfactory
         evidence of such actions shall have been provided to the
         Representatives.

                  (n) At the Execution Time, the Company shall have furnished to
         the Representatives a letter substantially in the form of Exhibit A
         hereto from each officer and director of the Company, any members of
         the immediate family of the Chief Executive Officer of the Company who
         beneficially own any shares of Common Stock and Ms. Memma Kilgannon.

                  If any of the conditions specified in this Section 7 shall not
have been fulfilled when and as provided in this Agreement, or if any of the
opinions and certificates mentioned above or elsewhere in this Agreement shall
not be in reasonably satisfactory in form and substance to the Representatives
and counsel for the Underwriters, this Agreement and all obligations of the
Underwriters hereunder may be canceled at, or at any time prior to, the Closing
Date by the Representatives . Notice of

                                       22


such cancellation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.

                  The documents required to be delivered by this Section 7 shall
be delivered at the office of Weil Gotshal, & Manges LLP counsel for the
Underwriters, at 201 Redwood Shores Parkway, Redwood Shores, California, on the
Closing Date.

                  8.       Reimbursement of Underwriters' Expenses. If the sale
of the Securities provided for herein is not consummated because any condition
to the obligations of the Underwriters set forth in Section 7 hereof is not
satisfied, because of any termination pursuant to Section 11 hereof or because
of any refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason of a
default by any of the Underwriters, the Company will reimburse the Underwriters
severally through Citigroup Global Markets Inc. on demand for all out-of-pocket
expenses (including reasonable fees and disbursements of counsel) that shall
have been incurred by them in connection with the proposed purchase and sale of
the Securities.

                  9.       Indemnification and Contribution.

                  (a) The Company shall indemnify and hold harmless each
         Underwriter, its officers, employees, representatives, directors and
         agents and each person, if any, who controls any Underwriter within the
         meaning of the Act (collectively the "Underwriter Indemnified Parties"
         and each an "Underwriter Indemnified Party") against any loss, claim,
         damage or liability, joint or several, or any action in respect
         thereof, to which that Underwriter Indemnified Party may become
         subject, under the Act or otherwise, insofar as such loss, claim,
         damage, liability or action arises out of or is based upon (i) any
         untrue statement or alleged untrue statement of a material fact
         contained in the Registration Statement as originally filed or in any
         amendment thereof or in the Preliminary Final Prospectus or Final
         Prospectus or in any amendment or supplement thereto or (ii) the
         omission or alleged omission to state in the Registration Statement as
         originally filed or in any amendment thereof or in the Preliminary
         Final Prospectus or Final Prospectus or in any amendment or supplement
         thereto a material fact required to be stated therein or necessary to
         make the statements therein not misleading and shall reimburse each
         Underwriter Indemnified Party promptly upon demand for any legal or
         other expenses reasonably incurred by that Underwriter Indemnified
         Party in connection with investigating or preparing to defend or
         defending against or appearing as a third party witness in connection
         with any such loss, claim, damage, liability or action as such expenses
         are incurred; provided, however, that the Company shall not be liable
         in any such case to the extent that any such loss, claim, damage,
         liability or action arises out of or is based upon (i) an untrue
         statement or alleged untrue statement in or (ii) omission or alleged
         omission from the Registration Statement as originally filed or in any
         amendment thereof or in the Preliminary Final Prospectus or Final
         Prospectus or any such amendment or supplement in reliance

                                       23


         upon and in conformity with written information furnished to the
         Company through Citigroup Global Markets Inc. by or on behalf of any
         Underwriter specifically for use therein, which information the parties
         hereto agree is limited to the Underwriters' Information (as defined in
         Section 17). This indemnity agreement is not exclusive and will be in
         addition to any liability which the Company might otherwise have and
         shall not limit any rights or remedies which may otherwise be available
         at law or in equity to each Underwriter Indemnified Party.

                  (b) Each Underwriter, severally and not jointly, shall
         indemnify and hold harmless the Company, its officers, employees,
         representatives, agents, directors and each person, if any, who
         controls the Company within the meaning of the Act (collectively the
         "Company Indemnified Parties" and each a "Company Indemnified Party")
         against any loss, claim, damage or liability, joint or several, or any
         action in respect thereof, to which the Company Indemnified Parties may
         become subject, under the Act or otherwise, insofar as such loss,
         claim, damage, liability or action arises out of or is based upon (i)
         any untrue statement or alleged untrue statement of a material fact
         contained in the Registration Statement as originally filed or in any
         amendment thereof or in the Preliminary Final Prospectus or Final
         Prospectus or in any amendment or supplement thereto or (ii) the
         omission or alleged omission to state in the Registration Statement as
         originally filed or in any amendment thereof or in the Preliminary
         Final Prospectus or Final Prospectus or in any amendment or supplement
         thereto a material fact required to be stated therein or necessary to
         make the statements therein not misleading, but in each case only to
         the extent that the untrue statement or alleged untrue statement or
         omission or alleged omission was made in reliance upon and in
         conformity with written information furnished to the Company through
         the Underwriters specifically for use therein, and shall reimburse the
         Company Indemnified Parties for any legal or other expenses reasonably
         incurred by such parties in connection with investigating or preparing
         to defend or defending against or appearing as third party witness in
         connection with any such loss, claim, damage, liability or action as
         such expenses are incurred; provided that the parties hereto hereby
         agree that such written information provided by the Underwriters
         consists solely of the Underwriters' Information. This indemnity
         agreement is not exclusive and will be in addition to any liability
         which the Underwriters might otherwise have and shall not limit any
         rights or remedies which may otherwise be available at law or in equity
         to the Company Indemnified Parties.

                  (c) Promptly after receipt by an indemnified party under this
         Section 9 of notice of any claim or the commencement of any action, the
         indemnified party shall, if a claim in respect thereof is to be made
         against the indemnifying party under this Section 9, notify the
         indemnifying party in writing of the claim or the commencement of that
         action; provided, however, that the failure to notify the indemnifying
         party shall not relieve it from any liability which it may have under
         this Section 9 except to the extent it has been materially prejudiced
         by

                                       24


         such failure; and, provided, further, that the failure to notify the
         indemnifying party shall not relieve it from any liability which it may
         have to an indemnified party otherwise than under this Section 9. If
         any such claim or action shall be brought against an indemnified party,
         and it shall notify the indemnifying party thereof, the indemnifying
         party shall be entitled to participate therein and, to the extent that
         it wishes, jointly with any other similarly notified indemnifying
         party, to assume the defense thereof with counsel reasonably
         satisfactory to the indemnified party. After notice from the
         indemnifying party to the indemnified party of its election to assume
         the defense of such claim or action, the indemnifying party shall not
         be liable to the indemnified party under this Section 9 for any legal
         or other expenses subsequently incurred by the indemnified party in
         connection with the defense thereof other than reasonable costs of
         investigation; provided, however, that any indemnified party shall have
         the right to employ separate counsel in any such action and to
         participate in the defense thereof but the fees and expenses of such
         counsel shall be at the expense of such indemnified party unless (i)
         the employment thereof has been specifically authorized by the
         indemnifying party in writing, (ii) such indemnified party shall have
         been advised by such counsel that there may be one or more legal
         defenses available to it which are different from or additional to
         those available to the indemnifying party and in the reasonable
         judgment of such counsel it is advisable for such indemnified party to
         employ separate counsel or (iii) the indemnifying party has failed to
         assume the defense of such action and employ counsel reasonably
         satisfactory to the indemnified party, in which case, if such
         indemnified party notifies the indemnifying party in writing that it
         elects to employ separate counsel at the expense of the indemnifying
         party, the indemnifying party shall not have the right to assume the
         defense of such action on behalf of such indemnified party, it being
         understood, however, that the indemnifying party shall not, in
         connection with any one such action or separate but substantially
         similar or related actions in the same jurisdiction arising out of the
         same general allegations or circumstances, be liable for the reasonable
         fees and expenses of more than one separate firm of attorneys at any
         time for all such Indemnified Parties, which firm shall be designated
         in writing by Citigroup Global Markets Inc., if the indemnified parties
         under this Section 9 consist of any Underwriter Indemnified Party, or
         by the Company if the indemnified parties under this Section 9 consist
         of any Company Indemnified Parties. Each indemnified party, as a
         condition of the indemnity agreements contained in Sections 9(a) and
         (b), shall use all reasonable efforts to cooperate with the
         indemnifying party in the defense of any such action or claim. No
         indemnifying party shall be liable for any settlement of any such
         action effected without its written consent (which consent shall not be
         unreasonably withheld), but if settled with its written consent or if
         there be a final judgment for the plaintiff in any such action, the
         indemnifying party agrees to indemnify and hold harmless any
         indemnified party from and against any loss or liability by reason of
         such settlement or judgment.

                                       25


                  (d) If the indemnification provided for in this Section 9 is
         unavailable or insufficient to hold harmless an indemnified party under
         Section 9(a) or 9(b), then each indemnifying party shall, in lieu of
         indemnifying such indemnified party, contribute to the amount paid or
         payable by such indemnified party as a result of such loss, claim,
         damage or liability, or action in respect thereof, (i) in such
         proportion as shall be appropriate to reflect the relative benefits
         received by the Company on the one hand and the Underwriters on the
         other from the offering of the Securities or if the allocation provided
         by clause (i) above is not permitted by applicable law, in such
         proportion as is appropriate to reflect not only the relative benefits
         referred to in clause (i) above but also the relative fault of the
         Company on the one hand and the Underwriters on the other with respect
         to the statements or omissions which resulted in such loss, claim,
         damage or liability, or action in respect thereof, as well as any other
         relevant equitable considerations. The relative benefits received by
         the Company on the one hand and the Underwriters on the other with
         respect to such offering shall be deemed to be in the same proportion
         as the total net proceeds from the offering of the Securities offered
         and sold pursuant to this Agreement (before deducting expenses)
         received by the Company bear to the total underwriting discounts and
         commissions received by the Underwriters with respect to the Securities
         offered and sold under this Agreement, in each case as set forth in the
         table on the cover page of the Final Prospectus. The relative fault
         shall be determined by reference to, among other things, whether the
         untrue or alleged untrue statement of a material fact or the omission
         or alleged omission to state a material fact relates to information
         supplied by the Company on the one hand or the Underwriters on the
         other, the intent of the parties and their relative knowledge, access
         to information and opportunity to correct or prevent such untrue
         statement or omission; provided that the parties hereto agree that the
         written information furnished to the Company through the Underwriters
         for use in the Registration Statement, the Preliminary Final Prospectus
         or Final Prospectus consists solely of the Underwriters' Information.
         The Company and the Underwriters agree that it would not be just and
         equitable if contributions pursuant to this Section 9(d) were to be
         determined by pro rata allocation (even if the Underwriters were
         treated as one entity for such purpose) or by any other method of
         allocation which does not take into account the equitable
         considerations referred to herein. The amount paid or payable by an
         indemnified party as a result of the loss, claim, damage or liability,
         or action in respect thereof, referred to above in this Section 9(d)
         shall be deemed to include, for purposes of this Section 9(d), any
         legal or other expenses reasonably incurred by such indemnified party
         in connection with investigating or defending any such action or claim.
         Notwithstanding the provisions of this Section 9(d), (i) no Underwriter
         shall be required to contribute any amount in excess of the
         underwriting discount or commission applicable to the Securities
         purchased by such Underwriter hereunder, and (ii) any amount the
         Company would otherwise be required to contribute shall be reduced by
         the amount the Company has otherwise paid or become liable to pay by
         reason of any untrue or alleged untrue statement or omission or alleged
         omission. No person guilty of fraudulent

                                       26


         misrepresentation(within the meaning of Section 11(f) of the Act) shall
         be entitled to contribution from any person who was not guilty of such
         fraudulent misrepresentation.

         The Underwriters' obligations to contribute as provided in this Section
9(d) are several in proportion to their respective underwriting obligations and
not joint.

                  10.      Substitution of Underwriters. If any one or more
Underwriters shall default in its performance of its obligations to purchase
Securities hereunder and the number of the Securities which such defaulting
Underwriter agreed but failed to purchase does not exceed ten percent (10%) of
the aggregate number of Securities purchased, the remaining Underwriters shall
be obligated severally to purchase (in the respective proportions which the
amount of the Securities set forth opposite their names in Schedule I hereto
bears to the aggregate number of Securities set forth opposite the names of all
the remaining Underwriters) the Securities which such defaulting Underwriter or
Underwriters agreed but failed to purchase. If any one or more Underwriters
shall so default and the aggregate number of securities with respect to such
default is more than ten percent (10%) of the total number of securities to be
purchased and arrangements satisfactory to the non-defaulting Underwriters and
the Company for the purchase of such Securities by other persons are not made
within forty eight (48) hours after such default, this Agreement shall
terminate.

         If the remaining Underwriters or any substituted Underwriters are
required hereby or agree to take up all or part of the Securities of a
defaulting Underwriter as provided in this Section 10, (i) the Company shall
have the right to postpone the Closing Date for a period of not more than five
(5) full business days in order that the Company may effect whatever changes may
thereby be made necessary in the Final Prospectus, or in any other documents or
arrangements, and (ii) the respective number of Securities to be purchased by
the remaining Underwriters or substituted Underwriters shall be taken as the
basis of their underwriting obligation for all purposes of this Agreement.
Nothing herein contained shall relieve any defaulting Underwriter of its
liability to the Company or the other Underwriters for damages occasioned by its
default hereunder. Any termination of this Agreement pursuant to this Section 10
shall be without liability on the part of any non-defaulting Underwriter or the
Company, except expenses to be paid or reimbursed pursuant to Sections 5 and 9
and except the provisions of Section 9 shall not terminate and shall remain in
effect. As used in this Agreement, the term "Underwriters" includes, for all
purposes of this Agreement unless the context otherwise requires, any party not
originally identified as an Underwriter that, pursuant to this Section 10
purchases Securities which a defaulting Underwriter agreed but failed to
purchase.

                  11.      Termination. This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by notice given
to the Company prior to delivery of and payment for the Securities, if at any
time prior to such time (i) trading in the Company's Common Stock shall have
been suspended by the Commission or the Nasdaq National Market or trading in
securities generally on the New York Stock Exchange or the Nasdaq National
Market shall have been suspended or limited or

                                       27


minimum prices shall have been established on such Exchange or the Nasdaq
National Market, (ii) a banking moratorium shall have been declared either by
Federal or New York State authorities or (iii) there shall have occurred any
outbreak or escalation of hostilities, declaration by the United States of a
national emergency or war, or other calamity or crisis the effect of which on
financial markets is such as to make it, in the sole judgment of the
Representatives, impractical or inadvisable to proceed with the offering or
delivery of the Securities as contemplated by the Final Prospectus (exclusive of
any supplement thereto).

                  12.      Survival Of Indemnities, Representations, Warranties,
Etc. The respective indemnities, covenants, agreements, representations,
warranties and other statements of the Company and the several Underwriters, as
set forth in this Agreement or made by them respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter, the Company or any person
controlling any of them and shall survive delivery of and payment for the
Securities. The provisions of Sections 7 and 8 hereof shall survive the
termination or cancellation of this Agreement.

                  13.      Notices. All statements, requests, notices and
agreements hereunder shall be in writing, and:

                  (a) if to the Representatives, shall be delivered or sent by
         mail, telex or facsimile transmission to the General Counsel, Citigroup
         Global Markets Inc. at 388 Greenwich Street, New York, New York 10013
         Attention: General Counsel (Fax no.: (212) 816-7912);

                  (b) if to the Company shall be delivered or sent by mail,
         telex or facsimile transmission to Amkor Technology, Inc., 1345
         Enterprise Drive, West Chester, Pennsylvania 19380, Attention: Chief
         Financial Officer (Fax: 610-431-3990).

                  14.      Successors. This Agreement will inure to the benefit
of and be binding upon the parties hereto and their respective successors and
the officers, directors, employees, agents and controlling persons referred to
in Section 8 hereof, and no other person will have any right or obligation
hereunder.

                  15.      Applicable Law. This Agreement will be governed by
and construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.

                  16.      Partial Unenforceability. The invalidity or
unenforceability of any Section, paragraph or provision of this Agreement shall
not affect the validity or enforceability of any other Section, paragraph or
provision hereof. If any Section, paragraph or provision of this Agreement is
for any reason determined to be invalid or unenforceable, there shall be deemed
to be made such minor changes (and only such minor changes) as are necessary to
make it valid and enforceable.

                                       28


                  17.      Underwriters' Information. The parties hereto
acknowledge and agree that, for all purposes of this Agreement, the
Underwriters' Information consists solely of the information in the Final
Prospectus contained in the third paragraph related to concessions and
reallowances, the eighth paragraph related to stabilization and syndicate
covering transactions, the ninth paragraph related to penalty bids and the
eleventh paragraph related to passive market making transactions under the
heading "Underwriting" concerning the terms of the offering by the Underwriters
and the transactions the Underwriters may make in the market, respectively.

                  18.      General. This Agreement constitutes the entire
agreement of the parties to this Agreement and supersedes all prior written or
oral and all contemporaneous oral agreements, understandings and negotiations
with respect to the subject matter hereof. In this Agreement, the masculine,
feminine and neuter genders and the singular and the plural include one another.
The section headings in this Agreement are for the convenience of the parties
only and will not affect the construction or interpretation of this Agreement.
This Agreement may be amended, modified or assigned, and the observance of any
term of this Agreement may be waived, only by a writing signed by the Company
and the Representatives.

                  19.      Counterparts. This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.

                  20.      Definitions. The terms which follow, when used in
this Agreement, shall have the meanings indicated.

                  "Act" shall mean the Securities Act of 1933, as amended, and
         the rules and regulations of the Commission promulgated thereunder.

                  "Basic Prospectus" shall mean the prospectus referred to in
         paragraph 1(a) above contained in the Registration Statement at the
         Effective Date including any Preliminary Final Prospectus.

                  "Business Day" shall mean any day other than a Saturday, a
         Sunday or a legal holiday or a day on which banking institutions or
         trust companies are authorized or obligated by law to close in New York
         City.

                  "Commission" shall mean the Securities and Exchange
         Commission.

                  "Effective Date" shall mean each date and time that the
         Registration Statement, any post-effective amendment or amendments
         thereto and any Rule 462(b) Registration Statement became or become
         effective.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended, and the rules and regulations of the Commission promulgated
         thereunder.

                                       29


                  "Execution Time" shall mean the date and time that this
         Agreement is executed and delivered by the parties hereto.

                  "Final Prospectus" shall mean the prospectus supplement
         relating to the Securities that was first filed pursuant to Rule 424(b)
         after the Execution Time, together with the Basic Prospectus.

                  "Preliminary Final Prospectus" shall mean any preliminary
         prospectus supplement to the Basic Prospectus which describes the
         Securities and the offering thereof and is used prior to filing of the
         Final Prospectus, together with the Basic Prospectus.

                  "Registration Statement" shall mean the registration statement
         referred to in paragraph 1(a) above, including exhibits and financial
         statements, as amended at the Execution Time (or, if not effective at
         the Execution Time, in the form in which it shall become effective)
         and, in the event any post-effective amendment thereto or any Rule
         462(b) Registration Statement becomes effective prior to the Closing
         Date, shall also mean such registration statement as so amended or such
         Rule 462(b) Registration Statement, as the case may be. Such term shall
         include any Rule 430A Information deemed to be included therein at the
         Effective Date as provided by Rule 430A.

                  "Rule 415", "Rule 424", "Rule 430A" and "Rule 462" refer to
         such rules under the Act.

                  "Rule 430A Information" shall mean information with respect to
         the Securities and the offering thereof permitted to be omitted from
         the Registration Statement when it becomes effective pursuant to Rule
         430A.

                  "Rule 462(b) Registration Statement" shall mean a registration
         statement and any amendments thereto filed pursuant to Rule 462(b)
         relating to the offering covered by the registration statement referred
         to in Section 1(a) hereof.

                                       30


                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Underwriters.

                                             Very truly yours,

                                             AMKOR TECHNOLOGY, INC.

                                             By: /s/ Kenneth Joyce
                                                 ------------------------------
                                                 Name:  Kenneth Joyce
                                                 Title: Chief Financial Officer

                                       31


The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.

Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Bear, Stearns & Co. Inc.

By: Citigroup Global Markets Inc.

By:
   /s/ Dominic Ammerman
   ------------------------------
   Name: Dominic Ammerman
   Title: Managing Director

For themselves and the other
several Underwriters, if any,
named in Schedule II to the
foregoing Agreement.

Citigroup Global Markets Inc.

By:
   /s/ Dominic Ammerman
   ------------------------------
   Name: Dominic Ammerman
   Title: Managing Director

                                       32


                                   SCHEDULE I

Underwriting Agreement, dated November 5, 2003

Registration Statement No. 333 - 81334

Representative(s): Citigroup Capital Markets Inc., Deutsche Bank Securities
Inc., J.P. Morgan Securities Inc., Bear, Stearns & Co. Inc.

Title, Purchase Price and Description of Securities:

         Title: Common Stock

         Number of Shares to be sold by the Company: 7,000,000

         Price to Public per Share (include accrued dividends, if any): $19.00

         Price to Public -- total: $133,000,000

         Underwriting Discount per Share: $0.855

         Underwriting Discount -- total: $5,985,000

         Proceeds to Company per Share: $18.145

         Proceeds to Company -- total: $127,015,000

         Other provisions: None.

Closing Date, Time and Location:        November 12, 2003 at 10:00 a.m. at Weil,
                                        Gotshal & Manges LLP, 201 Redwood Shores
                                        Parkway, Redwood Shores, California

Type of Offering: Non-Delayed

Date referred to in Section 6(f) after which the Company may offer or sell
securities issued or guaranteed by the Company without the consent of the
Representative(s): February 3, 2004.

Modification of items to be covered by the letter from PricewaterhouseCoopers
LLP delivered pursuant to Section 7(h) at the Execution Time: None.



                                   SCHEDULE II

NUMBER OF UNDERWRITTEN UNDERWRITERS SECURITIES TO BE PURCHASED Citigroup Global Markets Inc. 2,800,000 Deutsche Bank Securities Inc. 1,750,000 J.P. Morgan Securities Inc. 1,750,000 Bear, Stearns & Co. Inc. 700,000 --------- Total ......................... 7,000,000 =========
[FORM OF LOCK-UP AGREEMENT] EXHIBIT A [LETTERHEAD OF AMKOR TECHNOLOGY, INC.] Amkor Technology, Inc. Public Offering of Common Stock November ___, 2003 Citigroup Global Markets Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities Inc. Bear, Stearns & Co. Inc. As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement"), between Amkor Technology, Inc., a Delaware corporation (the "Company"), and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock, $0.001 par value (the "Common Stock"), of the Company. In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, contract to sell, pledge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of ninety (90) days after the date of the Underwriting Agreement, other than shares of Common Stock disposed of as bona fide gifts approved by Citigroup Global Markets Inc. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Very truly yours, AMKOR TECHNOLOGY, INC. By: __________________________ Name: Title: 2


                                                                     EXHIBIT 5.1

                                November 12, 2003

Amkor Technology, Inc.
Goshen Corporate Park
1345 Enterprise Drive
West Chester, PA 19380

         REGISTRATION STATEMENT ON FORM S-3; 8,050,000 SHARES OF COMMON STOCK

Dear Ladies and Gentlemen:

         In connection with the registration by Amkor Technology, Inc., a
Delaware corporation (the "Company"), of 7,000,000 shares of common stock of the
Company, par value $0.001 per share (and up to 1,050,000 additional shares
subject to an over-allotment option) (the "Shares"), pursuant to the Prospectus
Supplement filed on or about November 6, 2003 (the "Prospectus Supplement"), to
that certain Registration Statement on Form S-3 under the Securities Act of
1933, as amended (the "Act"), filed with the Securities and Exchange Commission
(the "Commission") on January 10, 2002 (File No. 333-76532), including Amendment
Nos. 1 and 2 thereto, and declared effective by the Commission (the
"Registration Statement"), you have requested our opinion with respect to the
matters set forth below. In our capacity as your special counsel in connection
with such registration, we are familiar with the proceedings taken and proposed
to be taken by the Company in connection with the authorization, issuance and
sale of the Shares, and for the purposes of this opinion, have assumed such
proceedings will be timely completed in the manner presently proposed. In
addition, we have made such legal and factual examinations and inquiries,
including an examination of originals or copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion.

         In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to authentic original documents of all documents submitted to us as copies and
the truth, accuracy and completeness of the information, representations and
warranties contained in the records, documents, instruments and certificates we
have reviewed.

         We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, including statutory and
reported decisional law thereunder, and we express no opinion with respect to
the applicability thereto, or the effect



Amkor Technology, Inc.
November 12, 2003
Page 2 of 2

thereon, of the laws of any other jurisdiction or, in the case of Delaware, any
other laws, or as to any matters of municipal law or the laws of any local
agencies within any state.

         Subject to the foregoing, we are of the opinion that the Shares, when
issued in the manner described in the Prospectus Supplement and the Registration
Statement, will be duly authorized, validly issued, fully paid and
non-assessable.

         We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Prospectus Supplement. In giving such consent, we do not believe that we are
"experts" within the meaning of such term as used in the Securities Act of 1933,
as amended, or the rules and regulations promulgated thereunder with respect to
any part of the Registration Statement, including this opinion as an exhibit or
otherwise.

                                            Very truly yours,

                                            WILSON SONSINI GOODRICH & ROSATI
                                            Professional Corporation

                                            /S/ WILSON SONSINI GOODRICH & ROSATI



                                                                    EXHIBIT 99.1

      AMKOR TECHNOLOGY ANNOUNCES PRICING OF PUBLIC OFFERING OF COMMON STOCK

         CHANDLER, Ariz., Nov. 6 Amkor Technology, Inc. (Nasdaq: AMKR) today
announced that its follow-on public offering of 7,000,000 shares of its common
stock has been priced at $19.00 per share. All of the shares are being offered
by Amkor. The net proceeds from the offering are being used to repay a portion
of the indebtedness outstanding under one or more of the company's bank loans,
senior notes, subordinated notes, convertible notes and/or other indebtedness.

         The offering was made through an underwriting syndicate led by
Citigroup Global Markets Inc., as the sole bookrunning lead manager. Citigroup,
Deutsche Bank Securities and J.P. Morgan Securities Inc. acted as joint lead
managers, and Bear, Stearns & Co. Inc. acted as co-manager. Amkor has granted
the underwriters an option to purchase up to 1,050,000 additional shares to
cover over-allotments.

         This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction. The offering of these securities is made only by
means of a prospectus, copies of which may be obtained by contacting Citigroup
Global Markets Inc., 388 Greenwich Street, New York, NY 10013.

         ABOUT AMKOR

         Amkor Technology, Inc. is a leading provider of contract semiconductor
assembly and test services. The company offers semiconductor companies and
electronics OEMs a complete set of microelectronic design and manufacturing
services. More information on Amkor is available from the company's SEC filings
and on Amkor's web site: www.amkor.com.