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                                                                     Exhibit 3.1


               TAIWAN SEMICONDUCTOR MANUFACTURING COMPANY LIMITED
                         RULES FOR ELECTION OF DIRECTORS



ARTICLE 1

Unless otherwise provided in the Company Law or the Articles of Incorporation of
this Company, the directors of this Company shall be elected in accordance with
the rules specified herein.


ARTICLE 2

Election of directors of this Company shall be held at the shareholders'
meeting. This Company shall prepare ballots and note the number of voting
rights.


ARTICLE 3

In the election of directors of this Company, the names of voters may be
represented by shareholders' numbers.


ARTICLE 4

This Company's independent directors shall be elected by adopting the candidate
nomination system specified in Article 192-1 of the ROC Company Law.


ARTICLE 5

In the election of directors of this Company, each share shall have voting
rights equivalent to the number of seats to be elected and such voting rights
can be combined to vote for one person or divided to vote for several persons.
The election of independent directors and non-independent directors shall be
held together; provided, however, that the number of independent directors and
non-independent directors elected shall be calculated separately.


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ARTICLE 6

In the election of directors of this Company, candidates who acquire more votes
should win the seats of directors. If two or more persons acquire the same
number of votes and the number of such persons exceeds the specified seats
available, such persons acquiring the same votes shall draw lots to decide who
should win the seats available, and the Chairman shall draw lots on behalf of
the candidate who is not present.


ARTICLE 7

At the beginning of the election, the Chairman shall appoint several persons
each to check and record the ballots. The persons to check the ballots may be
appointed from among the shareholders present.


ARTICLE 8

The ballot box used for voting shall be prepared by this Company and checked in
public by the person to check the ballots before voting.


ARTICLE 9

If the candidate is a shareholder of this Company, voters shall fill in the
"candidate" column the candidate's name and shareholder's number, and the number
of votes cast for such candidate. If the candidate is not a shareholder of this
Company, voters shall fill in the "candidate" column the candidate's name, the
candidate's ID number, and the number of votes cast for such candidate. If the
candidate is a government agency or a legal entity, the full name of the
government agency or the legal entity or the name(s) of their representative(s)
should be filled in the column.


ARTICLE 10

Ballots shall be deemed void under the following conditions:


(1)  Ballots not placed in the ballot box;
(2)  Ballots not prepared by this Company;
(3)  Blank ballots not completed by the voter;
(4)  If the candidate is a shareholder of this Company, the name or
     shareholder's number of the candidate filled in the ballot inconsistent
     with the shareholders' register. If the candidate is not a shareholder of
     this Company, the name or ID number of the candidate filled in the ballot
     is incorrect;


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(5)  Ballots with other written characters or symbols in addition to candidate's
     name, shareholder's number (ID number) and the number of votes cast for the
     candidate;
(6)  Illegible writing;
(7)  Any of the candidate's name, shareholder's number (ID number) or the number
     of votes cast for such candidate being erased or changed;
(8)  The name of the candidates filled in the ballots being the same as another
     candidate's name and the respective shareholder's numbers (ID numbers) not
     being indicated to distinguish them;
(9)  The total votes cast by the voter exceeding the total voting rights of such
     voter; or
(10) The number of candidates filled in the ballot exceeding the number of the
     seats to be elected.


ARTICLE 11

The ballots should be calculated during the meeting right after the vote casting
and the results of the election should be announced by the Chairman at the
meeting.


ARTICLE 12

This Company shall issue notifications to the directors elected.


ARTICLE 13

These Rules and any revision thereof shall become effective after approval at
the shareholders' meeting.


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