UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT
OF 1934
(AMENDMENT No. 2)

AMKOR TECHNOLOGY, INC.
(Name of Issuer)

COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of class of securities)
031652100
(CUSIP Number)

March 15, 2002
--------------
(Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

/__/     Rule 13d-1(b)
/__/     Rule 13d-1(c)
/X/      Rule 13d-1(d)

The  remainder  of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

1.       NAME OF REPORTING PERSON
The Group composed of the following persons:
1.       James J. Kim
2.       Agnes C. Kim
3.       David D. Kim, as Trustee
4.       Susan Y. Kim, as Trustee
5.       John T. Kim, as Trustee
6.       John F.A. Earley, as Trustee
7.       David D. Kim Trust
8.       John T. Kim Trust
9.       Susan Y. Kim Trust
10.      Trust of Susan Y. Kim dated 4/16/98 for the
benefit of Alexandra Panichello
11.      Trust of Susan Y. Kim dated 4/16/98 for the
benefit of Jacqueline Panichello
12.      Trust of Susan Y. Kim dated 4/16/98 for the
benefit of Dylan Panichello
13.      The James and Agnes Kim Foundation, Inc.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      /__/              (b)     /__/

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION
Not applicable; not organized

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER
Not Applicable

6.       SHARED VOTING POWER
73,517,677 shares, or 44.4% of the common stock outstanding

7.       SOLE DISPOSITIVE POWER
Not Applicable

8.       SHARED DISPOSITIVE POWER
73,517,677 shares, or 44.4% of the common stock outstanding

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
73,517,677 shares of common stock

10.      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES   /__/

11.      PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
44.4% of the common stock outstanding

12.      TYPE OF REPORTING PERSON
(OO)

1.       NAME OF REPORTING PERSON
James J. Kim

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      /X/      (b)      /__/

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER
21,686,186 shares, or 13.1% of the common stock outstanding

6.       SHARED VOTING POWER
Not Applicable

7.       SOLE DISPOSITIVE POWER
21,686,186 shares, or 13.1% of the common stock outstanding

8.       SHARED DISPOSITIVE POWER
Not Applicable

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
21,686,186 shares of common stock

10.      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES   /__/

11.      PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.1% of the common stock outstanding

12.      TYPE OF REPORTING PERSON
(IN)

1.       NAME OF REPORTING PERSON
Agnes C. Kim

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      /X/      (b)      /__/

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER
8,319,939 shares, or 5.0% of the common stock outstanding

6.       SHARED VOTING POWER
Not Applicable

7.       SOLE DISPOSITIVE POWER
8,319,939 shares, or 5.0% of the common stock outstanding

8.       SHARED DISPOSITIVE POWER
Not Applicable

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,319,939 shares of common stock

10.      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES   /__/

11.      PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% of the common stock outstanding

12.      TYPE OF REPORTING PERSON
(IN)

1.       NAME OF REPORTING PERSON
David D. Kim, as Trustee

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      /X/      (b)      /__/

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER
Not Applicable

6.       SHARED VOTING POWER
14,457,344 shares, or 8.7% of the common stock outstanding

7.       SOLE DISPOSITIVE POWER
Not Applicable

8.       SHARED DISPOSITIVE POWER
14,457,344 shares, or 8.7% of the common stock outstanding

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
14,457,344 shares of common stock

10.      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES   /__/

11.      PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7% of the common stock outstanding

12.      TYPE OF REPORTING PERSON
(IN)

1.       NAME OF REPORTING PERSON
Susan Y. Kim, as Trustee

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      /X/      (b)      /__/

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER
Not Applicable

6.       SHARED VOTING POWER
43,372,032 shares, or 26.2% of the common stock outstanding

7.       SOLE DISPOSITIVE POWER
Not Applicable

8.       SHARED DISPOSITIVE POWER
43,372,032 shares, or 26.2% of the common stock outstanding

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
43,372,032 shares of common stock

10.      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES   /__/

11.      PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
26.2% of the common stock outstanding

12.      TYPE OF REPORTING PERSON
(IN)

1.       NAME OF REPORTING PERSON
John T. Kim, as Trustee

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      /X/      (b)      /__/

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER
Not Applicable

6.       SHARED VOTING POWER
28,914,688 shares, or 17.5% of the common stock outstanding

7.       SOLE DISPOSITIVE POWER
Not Applicable

8.       SHARED DISPOSITIVE POWER
28,914,688 shares, or 17.5% of the common stock outstanding

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
28,914,688 shares of common stock

10.      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES   /__/

11.      PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.5% of the common stock outstanding

12.      TYPE OF REPORTING PERSON
(IN)

1.       NAME OF REPORTING PERSON
John F.A. Earley, as Trustee

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      /X/      (b)      /__/

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER
Not Applicable

6.       SHARED VOTING POWER
35,172,032 shares, or 21.3% of the common stock outstanding

7.       SOLE DISPOSITIVE POWER
Not Applicable

8.       SHARED DISPOSITIVE POWER
35,172,032 shares, or 21.3% of the common stock outstanding

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
35,172,032 shares of common stock

10.      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES   /__/

11.      PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
21.3% of the common stock outstanding

12.      TYPE OF REPORTING PERSON
(IN)

1.       NAME OF REPORTING PERSON
David D. Kim Trust

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      /X/      (b)      /__/

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in Commonwealth of Pennsylvania

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER
Not Applicable

6.       SHARED VOTING POWER
14,457,344 shares, or 8.7% of the common stock outstanding

7.       SOLE DISPOSITIVE POWER
Not Applicable

8.       SHARED DISPOSITIVE POWER
14,457,344 shares, or 8.7% of the common stock outstanding

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
14,457,344 shares of common stock

10.      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES   /__/

11.      PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7% of the common stock outstanding

12.      TYPE OF REPORTING PERSON
(OO)

1.       NAME OF REPORTING PERSON
John T. Kim Trust

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      /X/      (b)      /__/

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in Commonwealth of Pennsylvania

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER
Not Applicable

6.       SHARED VOTING POWER
14,457,344 shares, or 8.7% of the common stock outstanding

7.       SOLE DISPOSITIVE POWER
Not Applicable

8.       SHARED DISPOSITIVE POWER
14,457,344 shares, or 8.7% of the common stock outstanding

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
14,457,344 shares of common stock

10.      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES   /__/

11.      PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7% of the common stock outstanding

12.      TYPE OF REPORTING PERSON
(OO)

1.       NAME OF REPORTING PERSON
Susan Y. Kim Trust

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      /X/      (b)      /__/

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in Commonwealth of Pennsylvania

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER
Not Applicable

6.       SHARED VOTING POWER
6,257,344 shares, or 3.8% of the common stock outstanding

7.       SOLE DISPOSITIVE POWER
Not Applicable

8.       SHARED DISPOSITIVE POWER
6,257,344 shares, or 3.8% of the common stock outstanding

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,257,344 shares of common stock

10.      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES   /__/

11.      PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8% of the common stock outstanding

12.      TYPE OF REPORTING PERSON
(OO)

1.       NAME OF REPORTING PERSON
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Alexandra Panichello

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      /X/      (b)      /__/

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in Commonwealth of Pennsylvania

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER
Not Applicable

6.       SHARED VOTING POWER
2,733,334 shares, or 1.7% of the common stock outstanding

7.       SOLE DISPOSITIVE POWER
Not Applicable

8.       SHARED DISPOSITIVE POWER
2,733,334 shares, or 1.7% of the common stock outstanding

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,733,334 shares of common stock

10.      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES   /__/

11.      PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7% of the common stock outstanding

12.      TYPE OF REPORTING PERSON
(OO)

1.       NAME OF REPORTING PERSON
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Jacqueline Panichello

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      /X/      (b)      /__/

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in Commonwealth of Pennsylvania

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER
Not Applicable

6.       SHARED VOTING POWER
2,733,333 shares, or 1.7% of the common stock outstanding

7.       SOLE DISPOSITIVE POWER
Not Applicable

8.       SHARED DISPOSITIVE POWER
2,733,333 shares, or 1.7% of the common stock outstanding

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,733,333 shares of common stock

10.      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES   /__/

11.      PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7% of the common stock outstanding

12.      TYPE OF REPORTING PERSON
(OO)

1.       NAME OF REPORTING PERSON
Trust of Susan Y. Kim dated 4/16/98 for the benefit of Dylan Panichello

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      /X/      (b)      /__/

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in Commonwealth of Pennsylvania

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER
Not Applicable

6.       SHARED VOTING POWER
2,733,333 shares, or 1.7% of the common stock outstanding

7.       SOLE DISPOSITIVE POWER
Not Applicable

8.       SHARED DISPOSITIVE POWER
2,733,333 shares, or 1.7% of the common stock outstanding

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,733,333 shares of common stock

10.      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES   /__/

11.      PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7% of the common stock outstanding

12.      TYPE OF REPORTING PERSON
(OO)

1.       NAME OF REPORTING PERSON
The James and Agnes Kim Foundation, Inc.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      /X/      (b)      /__/

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in Commonwealth of Pennsylvania

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER
139,520 shares, or 0.1% of the common stock outstanding

6.       SHARED VOTING POWER
Not applicable

7.       SOLE DISPOSITIVE POWER
139,520 shares, or 0.1% of the common stock outstanding

8.       SHARED DISPOSITIVE POWER
Not applicable

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
139,520 shares of the common stock outstanding

10.      CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES   /__/

11.      PERCENTAGE OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% of the common stock outstanding

12.      TYPE OF REPORTING PERSON
(CO)

ITEM 1.  (a)      Name of Issuer
Amkor Technology, Inc.

(b)      Address of Issuer's Principal Executive Offices
1345 Enterprise Drive, West Chester, PA 19380

ITEM 2.  (a)      Name of Person Filing
The following persons and the Group composed of the 
following persons:
1.       James J. Kim
2.       Agnes C. Kim
3.       David D. Kim, as Trustee
4.       Susan Y. Kim, as Trustee
5.       John T. Kim, as Trustee
6.       John F.A. Earley, as Trustee
7.       David D. Kim Trust
8.       John T. Kim Trust
9.       Susan Y. Kim Trust
10.      Trust of Susan Y. Kim dated 4/16/98 for the 
benefit of Alexandra Panichello
11.      Trust of Susan Y. Kim dated 4/16/98 for the 
benefit of Jacqueline Panichello
12.      Trust of Susan Y. Kim dated 4/16/98 for the 
benefit of Dylan Panichello
13.      The James and Agnes Kim Foundation, Inc.

(b)      Address of Principal Business Office, or if none, 
Residence For each reporting person:
1345 Enterprise Drive
West Chester, PA 19380

(c)      Citizenship
Not Applicable

(d)      Title of Class of Securities
Common Stock, par value $.001 per share

(e)      CUSIP Number
031652100

ITEM 2.  (a)      Name of Person Filing
James J. Kim

(b)      Address of Principal Business Office, or if none, 
Residence
1345 Enterprise Drive
West Chester, PA 19380

(c)      Citizenship
United States Citizen

(d)      Title of Class of Securities
Common Stock, par value, $.001 per share

(e)      CUSIP Number
031652100

ITEM 2.  (a)      Name of Person Filing
Agnes C. Kim

(b)      Address of Principal Business Office, or if none, 
Residence
1345 Enterprise Drive
West Chester, PA 19380

(c)      Citizenship
United States Citizen

(d)      Title of Class of Securities
Common Stock, par value $.001 per share

(e)      CUSIP Number
031652100

ITEM 2.  (a)      Name of Person Filing
David D. Kim, as Trustee

(b)      Address of Principal Business Office, or if none, 
Residence
1345 Enterprise Drive
West Chester, PA 19380

(c)      Citizenship
United States Citizen

(d)      Title of Class of Securities
Common Stock, par value $.001 per share

(e)      CUSIP Number
031652100

ITEM 2.  (a)      Name of Person Filing
Susan Y. Kim, as Trustee

(b)      Address of Principal Business Office, or if none, 
Residence
1345 Enterprise Drive
West Chester, PA 19380

(c)      Citizenship
United States Citizen

(d)      Title of Class of Securities
Common Stock, par value $.001 per share

(e)      CUSIP Number
031652100

ITEM 2.  (a)      Name of Person Filing
John T. Kim, as Trustee

(b)      Address of Principal Business Office, or if none, 
Residence
1345 Enterprise Drive
West Chester, PA 19380

(c)      Citizenship
United States Citizen

(d)      Title of Class of Securities
Common Stock, par value $.001 per share

(e)      CUSIP Number
031652100

ITEM 2.  (a)      Name of Person Filing
John F.A. Earley, Trustee

(b)      Address of Principal Business Office, or if none, 
Residence
1345 Enterprise Drive
West Chester, PA 19380

(c)      Citizenship
United States Citizen

(d)      Title of Class of Securities
Common Stock, par value $.001 per share

(e)      CUSIP Number
031652100

ITEM 2.  (a)      Name of Person Filing
David D. Kim, Trust

(b)      Address of Principal Business Office, or if none, 
Residence
1345 Enterprise Drive
West Chester, PA 19380

(c)      Organization
Organized in the Commonwealth of Pennsylvania

(d)      Title of Class of Securities
Common Stock, par value $.001 per share

(e)      CUSIP Number
031652100

ITEM 2.  (a)      Name of Person Filing
John T. Kim Trust

(b)      Address of Principal Business Office, or if none, 
Residence
1345 Enterprise Drive
West Chester, PA 19380

(c)      Organization
Organized in the Commonwealth of Pennsylvania

(d)      Title of Class of Securities
Common Stock, par value $.001 per share

(e)      CUSIP Number
031652100

ITEM 2.  (a)      Name of Person Filing
Susan Y. Kim Trust

(b)      Address of Principal Business Office, or if none, 
Residence
1345 Enterprise Drive
West Chester, PA 19380

(c)      Organization
Organized in the Commonwealth of Pennsylvania

(d)      Title of Class of Securities
Common Stock, par value $.001 per share

(e)      CUSIP Number
031652100

ITEM 2.  (a)      Name of Person Filing
Trust of Susan Y. Kim dated 4/16/98 for the benefit 
of Alexandra Panichello

(b)      Address of Principal Business Office, or if none, 
Residence
1345 Enterprise Drive
West Chester, PA 19380

(c)      Organization
Organized in the Commonwealth of Pennsylvania

(d)      Title of Class of Securities
Common Stock, par value $.001 per share

(e)      CUSIP Number
031652100

ITEM 2.  (a)      Name of Person Filing
Trust of Susan Y. Kim dated 4/16/98 for the benefit 
of Jacqueline Panichello

(b)      Address of Principal Business Office, or if none, 
Residence
1345 Enterprise Drive
West Chester, PA 19380

(c)      Organization
Organized in the Commonwealth of Pennsylvania

(d)      Title of Class of Securities
Common Stock, par value $.001 per share

(e)      CUSIP Number
031652100

ITEM 2.  (a)      Name of Person Filing
Trust of Susan Y. Kim dated 4/16/98 for the benefit 
of Dylan Panichello

(b)      Address of Principal Business Office, or if none, 
Residence
1345 Enterprise Drive
West Chester, PA 19380

(c)      Organization
Organized in the Commonwealth of Pennsylvania

(d)      Title of Class of Securities
Common Stock, par value $.001 per share

(e)      CUSIP Number
031652100

ITEM 2.  (a)      Name of Person Filing
The James and Agnes Kim Foundation, Inc.

(b)      Address of Principal Business Office, or if none, 
Residence
1345 Enterprise Drive
West Chester, PA 19380

(c)      Organization
Organized in the Commonwealth of Pennsylvania

(d)      Title of Class of Securities
Common Stock, par value $.001 per share

(e)      CUSIP Number
031652100

ITEM 3.  Not Applicable

ITEM 4.  OWNERSHIP

1.       (a)      Amount Beneficially Owned
For each reporting person, see response to Row 9 on 
cover page

(b)      Percent of Class
For each reporting person, see response to Row 11 on 
cover page

(c)      Number of shares as to which such person has:
(i)     Sole power to vote or to direct the vote:
For each reporting person, see response to Row 
5 on cover page

(ii)    Shared power to vote or to direct the vote:
For each reporting person, see response to Row 
6 on cover page

(iii)   Sole power to dispose or to direct the 
disposition of:
For each reporting person, see response to Row 
7 on cover page

(iv)    Shared power to dispose or to direct the 
disposition of:
For each reporting person, see response to Row 
8 on cover page

Each  reporting  person states that the filing of this statement on Schedule 13G
shall not be construed as an admission  that such  reporting  person is, for the
purposes  of  section  13(d) or 13(g) of the Act,  the  beneficial  owner of the
shares of common stock  reported as  beneficially  owned by the other  reporting
persons in this statement on Schedule 13G.

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
See Exhibit A, attached hereto.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP
Not Applicable

ITEM 10. CERTIFICATION

This  statement  on Schedule  13G is filed on behalf of each of the  undersigned
Persons and the Group.  After reasonable inquiry and to the best of my knowledge
and belief,  each of the undersigned  persons certifies that the information set
forth  in  this  statement  is  true,  complete  and  correct  in so  far as the
information pertains to the undersigned.

/s/ James J. Kim*                                    February 13, 2003
------------------
James J. Kim

/s/ Agnes C. Kim*                                    February 13, 2003
-----------------
Agnes C. Kim

/s/ David D. Kim*                                    February 13, 2003
-----------------
David D. Kim, as Trustee

/s/ Susan Y. Kim*                                    February 13, 2003
-----------------
Susan Y. Kim, as Trustee

/s/ John T. Kim*                                     February 13, 2003
----------------
John T. Kim, as Trustee

/s/ John F.A. Earley*                                February 13, 2003
---------------------
John F.A. Earley, as Trustee

David D. Kim Trust                                   February 13, 2003
By: /s/ David D. Kim*
-----------------
David D. Kim, as Trustee

John T. Kim Trust                                    February 13, 2003
By:  /s/ John T. Kim*
----------------
John T. Kim, as Trustee

Susan Y. Kim Trust                                   February 13, 2003
By:  /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Trustee

Trust of Susan Y. Kim dated 4/16/98 for              February 13, 2003
the benefit of Alexandra Panichello
By:  /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Trustee

Trust of Susan Y. Kim dated 4/16/98 for              February 13, 2003
the benefit of Jacqueline Panichello
By:  /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Trustee

Trust of Susan Y. Kim dated 4/16/98 for              February 13, 2003
the benefit of Dylan Panichello
By:  /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Trustee

The James and Agnes Kim Foundation, Inc.             February 13, 2003
By:  /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Secretary

*        /s/ MEMMA S. KILGANNON                      February 13, 2003
------------------
Memma S. Kilgannon, as attorney-in-fact
for each reporting person indicated,
pursuant to powers-of-attorney
previously filed with the U.S.
Securities and Exchange Commission
or filed with the U.S. Securities and
Exchange Commission with this filing.

EXHIBIT A

This  Agreement  made  by  the  undersigned  persons  certifies  that  each
undersigned  person  agrees that the  statement  on  Schedule  13G to which this
Exhibit A is  attached  is filed on behalf  of each of them and the  Group.  The
"Group" (as defined in Rule 13d-5(b) is composed of the following persons:

James J. Kim
Agnes C. Kim
David D. Kim, as Trustee
Susan Y. Kim, as Trustee
John T. Kim, as Trustee
John F.A. Earley, as Trustee
David D. Kim Trust
John T. Kim Trust
Susan Y. Kim Trust
Trust of Susan Y. Kim dated 4/16/98 held for the
benefit of Alexandra Panichello
Trust of Susan Y. Kim dated 4/16/98 held for the
benefit of Jacqueline Panichello
Trust of Susan Y. Kim dated 4/16/98 for the
benefit of Dylan Panichello; and
The James and Agnes Kim Foundation, Inc.

Each  undersigned  further  agrees the  information  as it pertains to each
undersigned is accurate and complete and that each  undersigned has no knowledge
or reason to believe that  information as it relates to the other persons making
this filing is inaccurate.

/s/ James J. Kim*                                    February 13, 2003
-----------------
James J. Kim

/s/ Agnes C. Kim*                                    February 13, 2003
-----------------
Agnes C. Kim

/s/ David D. Kim*                                    February 13, 2003
-----------------
David D. Kim, as Trustee

/s/ Susan Y. Kim*                                    February 13, 2003
-----------------
Susan Y. Kim, as Trustee

/s/ John T. Kim*                                     February 13, 2003
----------------
John T. Kim, as Trustee

/s/ John F.A. Earley*                                February 13, 2003
---------------------
John F.A. Earley, as Trustee

David D. Kim Trust                                   February 13, 2003
By:  /s/ David D. Kim*
-----------------
David D. Kim, as Trustee

John T. Kim Trust                                    February 13, 2003
By:  /s/ John T. Kim*
----------------
John T. Kim, as Trustee

Susan Y. Kim Trust                                   February 13, 2003
By:  /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Trustee

Trust of Susan Y. Kim dated 4/16/98 for              February 13, 2003
the benefit of Alexandra Panichello
By:  /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Trustee

Trust of Susan Y. Kim dated 4/16/98 for              February 13, 2003
the benefit of Jacqueline Panichello
By:  /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Trustee

Trust of Susan Y. Kim dated 4/16/98 for              February 13, 2003
the benefit of Dylan Panichello
By:  /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Trustee

The James and Agnes Kim Foundation, Inc.             February 13, 2003
By:  /s/ Susan Y. Kim*
-----------------
Susan Y. Kim, as Secretary

*        /s/  MEMMA S. KILGANNON                     February 13, 2003
------------------
Memma S. Kilgannon, as attorney-in-fact
for each reporting person indicated,
pursuant to powers-of-attorney
previously filed with the U.S.
Securities and Exchange Commission
or filed with the U.S. Securities and
Exchange Commission with this filing.

Exhibit B

NOTICE

THE PURPOSE OF THIS POWER OF  ATTORNEY IS TO GIVE THE PERSON YOU  DESIGNATE
(YOUR "AGENT")  BROAD POWERS TO ACT ON YOUR BEHALF WITH THE U.S.  SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION"),  WHICH MAY INCLUDE,  BUT ARE NOT LIMITED
TO, POWERS TO FILE FORMS 3, 4, AND 5, AND ANY AMENDMENTS  THERETO,  OR SCHEDULES
13D OR  SCHEDULES  13G,  AND ANY  AMENDMENTS  THERETO  IN  ACCORDANCE  WITH  THE
SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, AND TO PERFORM ANY AND ALL ACTS
THE AGENT DEEMS  NECESSARY TO ENABLE THE  UNDERSIGNED  PERSON TO COMPLY WITH THE
APPLICABLE  LAWS OF THE UNITED STATES WITHOUT  ADVANCE NOTICE TO YOU OR APPROVAL
BY YOU.

THIS POWER OF  ATTORNEY  DOES NOT  IMPOSE A DUTY ON YOUR AGENT TO  EXERCISE
GRANTED POWERS,  BUT WHEN POWERS ARE EXERCISED,  YOUR AGENT MUST USE DUE CARE TO
ACT FOR YOUR BENEFIT AND IN ACCORDANCE WITH THIS POWER OF ATTORNEY.

YOUR AGENT MAY  EXERCISE THE POWERS GIVEN HERE  THROUGHOUT  YOUR  LIFETIME,
EVEN AFTER YOU BECOME INCAPACITATED,  UNLESS YOU EXPRESSLY LIMIT THE DURATION OF
THESE  POWERS  OR YOU  REVOKE  THESE  POWERS OR A COURT  ACTING  ON YOUR  BEHALF
TERMINATES YOUR AGENT'S AUTHORITY.

YOUR AGENT MUST KEEP YOUR FUNDS SEPARATE FROM YOUR AGENT'S FUNDS.

A COURT CAN TAKE AWAY THE  POWERS OF YOUR  AGENT IF IT FINDS  YOUR AGENT IS
NOT ACTING PROPERLY.

THE POWERS AND DUTIES OF AN AGENT UNDER A POWER OF ATTORNEY  ARE  EXPLAINED
MORE FULLY IN 20 PA.C.S. CH. 56.

IF THERE IS ANYTHING ABOUT THIS FORM THAT YOU DO NOT UNDERSTAND, YOU SHOULD
ASK A LAWYER OF YOUR OWN CHOOSING TO EXPLAIN IT TO YOU.

I HAVE  READ  OR HAD  EXPLAINED  TO ME THIS  NOTICE  AND I  UNDERSTAND  ITS
CONTENTS.

NAME                              DATE

Trust of Susan Y. Kim dated 4/16/98 for the benefit of
Alexandra Panichello

By: /s/ Susan Y. Kim                                        February 13, 2003
----------------
Name:  Susan Y. Kim
Title:    Trustee

POWER OF ATTORNEY

Know all by these  presents,  that Susan Y. Kim, as Trustee of the Susan Y.
Kim Trust of 1986 for the benefit of Alexandra  Panichello,  hereby  constitutes
and appoints Memma S. Kilgannon the true and lawful  attorney-in-fact  and agent
of the Susan Y. Kim Trust of 1986 for the benefit of Alexandra  Panichello  with
authority to:

(1)  Execute  for and on  behalf  of the Susan Y. Kim Trust of 1986 for the
benefit of Alexandra Panichello as the beneficial owner (as defined in
Section 13(d) of the Securities  Exchange Act of 1934, as amended (the
"1934 Act"),  and the rules  thereunder)  of more than five percent or
ten percent of one or more of the classes of equity  securities issued
by Electronics Boutique Holdings Corp. or Amkor Technology,  Inc. (the
"Companies"),  Forms  3, 4,  and 5,  and any  amendments  thereto,  in
accordance with Section 16(a) of the 1934 Act and the rules thereunder
or Schedules  13D or Schedules  13G, and any  amendments  thereto,  in
accordance  with Section 13(d) and 13(g) of the 1934 Act and the rules
thereunder;

(2)  Do and perform  any and all acts for and on behalf of the  undersigned
which may be  necessary  or desirable to complete and execute any such
Form 3, 4, and 5 and Schedule 13D and Schedule 13G, and any amendments
thereto  and to  timely  file  such  form or  schedule,  or  amendment
thereto, with the United States Securities and Exchange Commission and
any stock exchange or similar authority; and

(3)  Take any other action of any type  whatsoever in  connection  with the
foregoing  which, in the opinion of such  attorney-in-fact,  may be of
benefit  to, in the best  interest  of, or  legally  required  by, the
undersigned,  it being understood that the documents  executed by such
attorney-in-fact  on behalf of the undersigned  pursuant to this Power
of  Attorney  shall be in such form and shall  contain  such terms and
conditions   as   such    attorney-in-fact   may   approve   in   such
attorney-in-fact's discretion.

The undersigned,  as Trustee,  hereby grants to such  attorney-in-fact full
power and  authority  to do and perform  any and every act and thing  whatsoever
requisite,  necessary, or proper to be done in the exercise of any of the rights
and  powers  herein  granted,  as  fully  to all  intents  and  purposes  as the
undersigned  might  or  could  do if  personally  present,  with  full  power of
substitution  or  revocation,  hereby  ratifying  and  confirming  all that such
attorney-in-fact,  or such attorney-in-fact's  substitute or substitutes,  shall
lawfully  do or cause to be done by virtue  of this  power of  attorney  and the
rights  and  powers  herein  granted.  The  undersigned  acknowledges  that  the
foregoing  attorney-in-fact,  in serving in such  capacity at the request of the
undersigned,  is not assuming,  nor is either of the Companies assuming,  any of
the undersigned's  responsibilities to comply with Sections 13 or 16 of the 1934
Act or the rules thereunder.

This Power of  Attorney  shall  remain in full  force and effect  until the
undersigned  is no longer  required to file Forms 3, 4, and 5,  Schedules 13D or
Schedules  13G, or any  amendments  thereto,  with respect to the  undersigned's
holdings of and  transactions  in securities  issued by either of the Companies,
unless earlier revoked by the  undersigned in a signed writing  delivered to the
foregoing attorney-in-fact.

The  undersigned  hereby  revokes  all  powers  of  attorney  which  he has
heretofore granted regarding the subject matter hereof.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13th day of February 2003.

Susan Y. Kim Trust of 1986 for the
benefit of Alexandra Panichello

By: /s/ Susan Y. Kim
----------------
Name:    Susan Y. Kim
Title:   Trustee

ACKNOWLEDGMENT

I, Memma S. Kilgannon,  have read the attached power of attorney and am the
person identified as the agent for the principal.  I hereby  acknowledge that in
the absence of a specific  provision to the contrary in the power of attorney or
in 20 Pa.C.S. when I act as agent:

I shall exercise the powers for the benefit of the principal.

I shall keep the assets of the principal separate from my assets.

I shall exercise reasonable caution and prudence.

I shall  keep a full and  accurate  record of all  actions,  receipts,  and
disbursements on behalf of the principal.

Date: February 13, 2003

/s/ Memma S. Kilgannon
----------------------
Memma S. Kilgannon

NOTICE

THE PURPOSE OF THIS POWER OF  ATTORNEY IS TO GIVE THE PERSON YOU  DESIGNATE
(YOUR "AGENT")  BROAD POWERS TO ACT ON YOUR BEHALF WITH THE U.S.  SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION"),  WHICH MAY INCLUDE,  BUT ARE NOT LIMITED
TO, POWERS TO FILE FORMS 3, 4, AND 5, AND ANY AMENDMENTS  THERETO,  OR SCHEDULES
13D OR  SCHEDULES  13G,  AND ANY  AMENDMENTS  THERETO  IN  ACCORDANCE  WITH  THE
SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, AND TO PERFORM ANY AND ALL ACTS
THE AGENT DEEMS  NECESSARY TO ENABLE THE  UNDERSIGNED  PERSON TO COMPLY WITH THE
APPLICABLE  LAWS OF THE UNITED STATES WITHOUT  ADVANCE NOTICE TO YOU OR APPROVAL
BY YOU.

THIS POWER OF  ATTORNEY  DOES NOT  IMPOSE A DUTY ON YOUR AGENT TO  EXERCISE
GRANTED POWERS,  BUT WHEN POWERS ARE EXERCISED,  YOUR AGENT MUST USE DUE CARE TO
ACT FOR YOUR BENEFIT AND IN ACCORDANCE WITH THIS POWER OF ATTORNEY.

YOUR AGENT MAY  EXERCISE THE POWERS GIVEN HERE  THROUGHOUT  YOUR  LIFETIME,
EVEN AFTER YOU BECOME INCAPACITATED,  UNLESS YOU EXPRESSLY LIMIT THE DURATION OF
THESE  POWERS  OR YOU  REVOKE  THESE  POWERS OR A COURT  ACTING  ON YOUR  BEHALF
TERMINATES YOUR AGENT'S AUTHORITY.

YOUR AGENT MUST KEEP YOUR FUNDS SEPARATE FROM YOUR AGENT'S FUNDS.

A COURT CAN TAKE AWAY THE  POWERS OF YOUR  AGENT IF IT FINDS  YOUR AGENT IS
NOT ACTING PROPERLY.

THE POWERS AND DUTIES OF AN AGENT UNDER A POWER OF ATTORNEY  ARE  EXPLAINED
MORE FULLY IN 20 PA.C.S. CH. 56.

IF THERE IS ANYTHING ABOUT THIS FORM THAT YOU DO NOT UNDERSTAND, YOU SHOULD
ASK A LAWYER OF YOUR OWN CHOOSING TO EXPLAIN IT TO YOU.

I HAVE  READ  OR HAD  EXPLAINED  TO ME THIS  NOTICE  AND I  UNDERSTAND  ITS
CONTENTS.

NAME                             DATE

Trust of Susan Y. Kim dated 4/16/98
for the benefit of Jacqueline Panichello

By: /s/ Susan Y. Kim                                       February 13, 2003
----------------
Name:  Susan Y. Kim
Title:    Trustee

POWER OF ATTORNEY

Know all by these  presents,  that Susan Y. Kim, as Trustee of the Susan Y.
Kim Trust of 1986 for the benefit of Jacqueline  Panichello,  hereby constitutes
and appoints Memma S. Kilgannon the true and lawful  attorney-in-fact  and agent
of the Susan Y. Kim Trust of 1986 for the benefit of Jacqueline  Panichello with
authority to:

(1)  Execute  for and on  behalf  of the Susan Y. Kim Trust of 1986 for the
benefit of Jacqueline  Panichello as the beneficial  owner (as defined
in Section  13(d) of the  Securities  Exchange Act of 1934, as amended
(the "1934 Act"), and the rules  thereunder) of more than five percent
or ten  percent  of one or more of the  classes  of equity  securities
issued by Electronics  Boutique  Holdings  Corp. or Amkor  Technology,
Inc. (the "Companies"), Forms 3, 4, and 5, and any amendments thereto,
in  accordance  with  Section  16(a)  of the  1934  Act and the  rules
thereunder  or  Schedules  13D or Schedules  13G,  and any  amendments
thereto,  in  accordance  with Section 13(d) and 13(g) of the 1934 Act
and the rules thereunder;

(2)  Do and perform  any and all acts for and on behalf of the  undersigned
which may be  necessary  or desirable to complete and execute any such
Form 3, 4, and 5 and Schedule 13D and Schedule 13G, and any amendments
thereto  and to  timely  file  such  form or  schedule,  or  amendment
thereto, with the United States Securities and Exchange Commission and
any stock exchange or similar authority; and

(3)  Take any other action of any type  whatsoever in  connection  with the
foregoing  which, in the opinion of such  attorney-in-fact,  may be of
benefit  to, in the best  interest  of, or  legally  required  by, the
undersigned,  it being understood that the documents  executed by such
attorney-in-fact  on behalf of the undersigned  pursuant to this Power
of  Attorney  shall be in such form and shall  contain  such terms and
conditions   as   such    attorney-in-fact   may   approve   in   such
attorney-in-fact's discretion.

The undersigned,  as Trustee,  hereby grants to such  attorney-in-fact full
power and  authority  to do and perform  any and every act and thing  whatsoever
requisite,  necessary, or proper to be done in the exercise of any of the rights
and  powers  herein  granted,  as  fully  to all  intents  and  purposes  as the
undersigned  might  or  could  do if  personally  present,  with  full  power of
substitution  or  revocation,  hereby  ratifying  and  confirming  all that such
attorney-in-fact,  or such attorney-in-fact's  substitute or substitutes,  shall
lawfully  do or cause to be done by virtue  of this  power of  attorney  and the
rights  and  powers  herein  granted.  The  undersigned  acknowledges  that  the
foregoing  attorney-in-fact,  in serving in such  capacity at the request of the
undersigned,  is not assuming,  nor is either of the Companies assuming,  any of
the undersigned's  responsibilities to comply with Sections 13 or 16 of the 1934
Act or the rules thereunder.

This Power of  Attorney  shall  remain in full  force and effect  until the
undersigned  is no longer  required to file Forms 3, 4, and 5,  Schedules 13D or
Schedules  13G, or any  amendments  thereto,  with respect to the  undersigned's
holdings of and  transactions  in securities  issued by either of the Companies,
unless earlier revoked by the  undersigned in a signed writing  delivered to the
foregoing attorney-in-fact.

The  undersigned  hereby  revokes  all  powers  of  attorney  which  he has
heretofore granted regarding the subject matter hereof.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13th day of February 2003.

Susan Y. Kim Trust of 1986 for the
benefit of Jacqueline Panichello

By: /s/ Susan Y. Kim
----------------
Name:    Susan Y. Kim
Title:   Trustee

ACKNOWLEDGMENT

I, Memma S. Kilgannon,  have read the attached power of attorney and am the
person identified as the agent for the principal.  I hereby  acknowledge that in
the absence of a specific  provision to the contrary in the power of attorney or
in 20 Pa.C.S. when I act as agent:

I shall exercise the powers for the benefit of the principal.

I shall keep the assets of the principal separate from my assets.

I shall exercise reasonable caution and prudence.

I shall  keep a full and  accurate  record of all  actions,  receipts,  and
disbursements on behalf of the principal.

Date: February 13, 2003

/s/ Memma S. Kilgannon
------------------
Memma S. Kilgannon

NOTICE

THE PURPOSE OF THIS POWER OF  ATTORNEY IS TO GIVE THE PERSON YOU  DESIGNATE
(YOUR "AGENT")  BROAD POWERS TO ACT ON YOUR BEHALF WITH THE U.S.  SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION"),  WHICH MAY INCLUDE,  BUT ARE NOT LIMITED
TO, POWERS TO FILE FORMS 3, 4, AND 5, AND ANY AMENDMENTS  THERETO,  OR SCHEDULES
13D OR  SCHEDULES  13G,  AND ANY  AMENDMENTS  THERETO  IN  ACCORDANCE  WITH  THE
SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, AND TO PERFORM ANY AND ALL ACTS
THE AGENT DEEMS  NECESSARY TO ENABLE THE  UNDERSIGNED  PERSON TO COMPLY WITH THE
APPLICABLE  LAWS OF THE UNITED STATES WITHOUT  ADVANCE NOTICE TO YOU OR APPROVAL
BY YOU.

THIS POWER OF  ATTORNEY  DOES NOT  IMPOSE A DUTY ON YOUR AGENT TO  EXERCISE
GRANTED POWERS,  BUT WHEN POWERS ARE EXERCISED,  YOUR AGENT MUST USE DUE CARE TO
ACT FOR YOUR BENEFIT AND IN ACCORDANCE WITH THIS POWER OF ATTORNEY.

YOUR AGENT MAY  EXERCISE THE POWERS GIVEN HERE  THROUGHOUT  YOUR  LIFETIME,
EVEN AFTER YOU BECOME INCAPACITATED,  UNLESS YOU EXPRESSLY LIMIT THE DURATION OF
THESE  POWERS  OR YOU  REVOKE  THESE  POWERS OR A COURT  ACTING  ON YOUR  BEHALF
TERMINATES YOUR AGENT'S AUTHORITY.

YOUR AGENT MUST KEEP YOUR FUNDS SEPARATE FROM YOUR AGENT'S FUNDS.

A COURT CAN TAKE AWAY THE  POWERS OF YOUR  AGENT IF IT FINDS  YOUR AGENT IS
NOT ACTING PROPERLY.

THE POWERS AND DUTIES OF AN AGENT UNDER A POWER OF ATTORNEY  ARE  EXPLAINED
MORE FULLY IN 20 PA.C.S. CH. 56.

IF THERE IS ANYTHING ABOUT THIS FORM THAT YOU DO NOT UNDERSTAND, YOU SHOULD
ASK A LAWYER OF YOUR OWN CHOOSING TO EXPLAIN IT TO YOU.

I HAVE  READ  OR HAD  EXPLAINED  TO ME THIS  NOTICE  AND I  UNDERSTAND  ITS
CONTENTS.

NAME                             DATE

Trust of Susan Y. Kim dated 4/16/98 for the
benefit of Dylan Panichello

By: /s/ Susan Y. Kim                                       February 13, 2003
----------------
Name:  Susan Y. Kim
Title:    Trustee

POWER OF ATTORNEY

Know all by these  presents,  that Susan Y. Kim, as Trustee of the Susan Y.
Kim Trust of 1986 for the benefit of Dylan  Panichello,  hereby  constitutes and
appoints  Memma S. Kilgannon the true and lawful  attorney-in-fact  and agent of
the  Susan  Y.  Kim  Trust of 1986 for the  benefit  of  Dylan  Panichello  with
authority to:

(1)  Execute  for and on  behalf  of the Susan Y. Kim Trust of 1986 for the
benefit of Dylan  Panichello  as the  beneficial  owner (as defined in
Section 13(d) of the Securities  Exchange Act of 1934, as amended (the
"1934 Act"),  and the rules  thereunder)  of more than five percent or
ten percent of one or more of the classes of equity  securities issued
by Electronics Boutique Holdings Corp. or Amkor Technology,  Inc. (the
"Companies"),  Forms  3, 4,  and 5,  and any  amendments  thereto,  in
accordance with Section 16(a) of the 1934 Act and the rules thereunder
or Schedules  13D or Schedules  13G, and any  amendments  thereto,  in
accordance  with Section 13(d) and 13(g) of the 1934 Act and the rules
thereunder;

(2)  Do and perform  any and all acts for and on behalf of the  undersigned
which may be  necessary  or desirable to complete and execute any such
Form 3, 4, and 5 and Schedule 13D and Schedule 13G, and any amendments
thereto  and to  timely  file  such  form or  schedule,  or  amendment
thereto, with the United States Securities and Exchange Commission and
any stock exchange or similar authority; and

(3)  Take any other action of any type  whatsoever in  connection  with the
foregoing  which, in the opinion of such  attorney-in-fact,  may be of
benefit  to, in the best  interest  of, or  legally  required  by, the
undersigned,  it being understood that the documents  executed by such
attorney-in-fact  on behalf of the undersigned  pursuant to this Power
of  Attorney  shall be in such form and shall  contain  such terms and
conditions   as   such    attorney-in-fact   may   approve   in   such
attorney-in-fact's discretion.

The undersigned,  as Trustee,  hereby grants to such  attorney-in-fact full
power and  authority  to do and perform  any and every act and thing  whatsoever
requisite,  necessary, or proper to be done in the exercise of any of the rights
and  powers  herein  granted,  as  fully  to all  intents  and  purposes  as the
undersigned  might  or  could  do if  personally  present,  with  full  power of
substitution  or  revocation,  hereby  ratifying  and  confirming  all that such
attorney-in-fact,  or such attorney-in-fact's  substitute or substitutes,  shall
lawfully  do or cause to be done by virtue  of this  power of  attorney  and the
rights  and  powers  herein  granted.  The  undersigned  acknowledges  that  the
foregoing  attorney-in-fact,  in serving in such  capacity at the request of the
undersigned,  is not assuming,  nor is either of the Companies assuming,  any of
the undersigned's  responsibilities to comply with Sections 13 or 16 of the 1934
Act or the rules thereunder.

This Power of  Attorney  shall  remain in full  force and effect  until the
undersigned  is no longer  required to file Forms 3, 4, and 5,  Schedules 13D or
Schedules  13G, or any  amendments  thereto,  with respect to the  undersigned's
holdings of and  transactions  in securities  issued by either of the Companies,
unless earlier revoked by the  undersigned in a signed writing  delivered to the
foregoing attorney-in-fact.

The  undersigned  hereby  revokes  all  powers  of  attorney  which  he has
heretofore granted regarding the subject matter hereof.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13th day of February 2003.

Susan Y. Kim Trust of 1986 for the
benefit of Dylan Panichello

By: /s/ Susan Y. Kim
----------------
Name:    Susan Y. Kim
Title:   Trustee

ACKNOWLEDGMENT

I, Memma S. Kilgannon,  have read the attached power of attorney and am the
person identified as the agent for the principal.  I hereby  acknowledge that in
the absence of a specific  provision to the contrary in the power of attorney or
in 20 Pa.C.S. when I act as agent:

I shall exercise the powers for the benefit of the principal.

I shall keep the assets of the principal separate from my assets.

I shall exercise reasonable caution and prudence.

I shall  keep a full and  accurate  record of all  actions,  receipts,  and
disbursements on behalf of the principal.

Date: February 13, 2003

/s/ Memma S. Kilgannon
----------------------
Memma S. Kilgannon

NOTICE

THE PURPOSE OF THIS POWER OF  ATTORNEY IS TO GIVE THE PERSON YOU  DESIGNATE
(YOUR "AGENT")  BROAD POWERS TO ACT ON YOUR BEHALF WITH THE U.S.  SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION"),  WHICH MAY INCLUDE,  BUT ARE NOT LIMITED
TO, POWERS TO FILE FORMS 3, 4, AND 5, AND ANY AMENDMENTS  THERETO,  OR SCHEDULES
13D OR  SCHEDULES  13G,  AND ANY  AMENDMENTS  THERETO  IN  ACCORDANCE  WITH  THE
SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED, AND TO PERFORM ANY AND ALL ACTS
THE AGENT DEEMS  NECESSARY TO ENABLE THE  UNDERSIGNED  PERSON TO COMPLY WITH THE
APPLICABLE  LAWS OF THE UNITED STATES WITHOUT  ADVANCE NOTICE TO YOU OR APPROVAL
BY YOU.

THIS POWER OF  ATTORNEY  DOES NOT  IMPOSE A DUTY ON YOUR AGENT TO  EXERCISE
GRANTED POWERS,  BUT WHEN POWERS ARE EXERCISED,  YOUR AGENT MUST USE DUE CARE TO
ACT FOR YOUR BENEFIT AND IN ACCORDANCE WITH THIS POWER OF ATTORNEY.

YOUR AGENT MAY  EXERCISE THE POWERS GIVEN HERE  THROUGHOUT  YOUR  LIFETIME,
EVEN AFTER YOU BECOME INCAPACITATED,  UNLESS YOU EXPRESSLY LIMIT THE DURATION OF
THESE  POWERS  OR YOU  REVOKE  THESE  POWERS OR A COURT  ACTING  ON YOUR  BEHALF
TERMINATES YOUR AGENT'S AUTHORITY.

YOUR AGENT MUST KEEP YOUR FUNDS SEPARATE FROM YOUR AGENT'S FUNDS.

A COURT CAN TAKE AWAY THE  POWERS OF YOUR  AGENT IF IT FINDS  YOUR AGENT IS
NOT ACTING PROPERLY.

THE POWERS AND DUTIES OF AN AGENT UNDER A POWER OF ATTORNEY  ARE  EXPLAINED
MORE FULLY IN 20 PA.C.S. CH. 56.

IF THERE IS ANYTHING ABOUT THIS FORM THAT YOU DO NOT UNDERSTAND, YOU SHOULD
ASK A LAWYER OF YOUR OWN CHOOSING TO EXPLAIN IT
TO YOU.

I HAVE  READ  OR HAD  EXPLAINED  TO ME THIS  NOTICE  AND I  UNDERSTAND  ITS
CONTENTS.

NAME                       DATE
The James and Agnes Kim Foundation, Inc.

By:  /s/ Susan Y. Kim                                February 13, 2003
Name:  Susan Y. Kim
Title:    Secretary

POWER OF ATTORNEY

Know all by these  presents,  that Susan Y. Kim, as  Secretary of The James
and Agnes  Kim  Foundation,  Inc.,  hereby  constitutes  and  appoints  Memma S.
Kilgannon the true and lawful  attorney-in-fact and agent of The James and Agnes
Kim Foundation, Inc. with authority to:

(1)  Execute for and on behalf of The James and Agnes Kim Foundation,  Inc.
as the beneficial owner (as defined in Section 13(d) of the Securities
Exchange  Act of 1934,  as  amended  (the "1934  Act"),  and the rules
thereunder) of more than five percent or ten percent of one or more of
the  classes  of  equity  securities  issued by  Electronics  Boutique
Holdings Corp. (the "Company"),  Forms 3, 4, and 5, and any amendments
thereto,  in  accordance  with  Section  16(a) of the 1934 Act and the
rules thereunder or Schedules 13D or Schedules 13G, and any amendments
thereto,  in  accordance  with Section 13(d) and 13(g) of the 1934 Act
and the rules thereunder;

(2)  Do and perform  any and all acts for and on behalf of the  undersigned
which may be  necessary  or desirable to complete and execute any such
Form 3, 4, and 5 and Schedule 13D and Schedule 13G, and any amendments
thereto  and to  timely  file  such  form or  schedule,  or  amendment
thereto, with the United States Securities and Exchange Commission and
any stock exchange or similar authority; and

(3)  Take any other action of any type  whatsoever in  connection  with the
foregoing  which, in the opinion of such  attorney-in-fact,  may be of
benefit  to, in the best  interest  of, or  legally  required  by, the
undersigned,  it being understood that the documents  executed by such
attorney-in-fact  on behalf of the undersigned  pursuant to this Power
of  Attorney  shall be in such form and shall  contain  such terms and
conditions   as   such    attorney-in-fact   may   approve   in   such
attorney-in-fact's discretion.

The undersigned,  as Secretary, hereby grants to such attorney-in-fact full
power and  authority  to do and perform  any and every act and thing  whatsoever
requisite,  necessary, or proper to be done in the exercise of any of the rights
and  powers  herein  granted,  as  fully  to all  intents  and  purposes  as the
undersigned  might  or  could  do if  personally  present,  with  full  power of
substitution  or  revocation,  hereby  ratifying  and  confirming  all that such
attorney-in-fact,  or such attorney-in-fact's  substitute or substitutes,  shall
lawfully  do or cause to be done by virtue  of this  power of  attorney  and the
rights  and  powers  herein  granted.  The  undersigned  acknowledges  that  the
foregoing  attorney-in-fact,  in serving in such  capacity at the request of the
undersigned,  is  not  assuming,  nor  is  the  Company  assuming,  any  of  the
undersigned's  responsibilities to comply with Sections 13 or 16 of the 1934 Act
or the rules thereunder.

This Power of  Attorney  shall  remain in full  force and effect  until the
undersigned  is no longer  required to file Forms 3, 4, and 5,  Schedules 13D or
Schedules  13G, or any  amendments  thereto,  with respect to the  undersigned's
holdings of and transactions in securities issued by the Company, unless earlier
revoked  by the  undersigned  in a signed  writing  delivered  to the  foregoing
attorney-in-fact.

The  undersigned  hereby  revokes  all  powers  of  attorney  which  he has
heretofore granted regarding the subject matter hereof.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 13th day of February 2003.

The James and Agnes Kim Foundation, Inc.

By: /s/ Susan Y. Kim
Name:    Susan Y. Kim
Title:   Secretary

ACKNOWLEDGMENT

I, Memma S. Kilgannon,  have read the attached power of attorney and am the
person identified as the agent for the principal.  I hereby  acknowledge that in
the absence of a specific  provision to the contrary in the power of attorney or
in 20 Pa.C.S. when I act as agent:

I shall exercise the powers for the benefit of the principal.

I shall keep the assets of the principal separate from my assets.

I shall exercise reasonable caution and prudence.

I shall  keep a full and  accurate  record of all  actions,  receipts,  and
disbursements on behalf of the principal.

Date: February 13, 2003

/s/ Memma S. Kilgannon
Memma S. Kilgannon