Exhibit
      1




**Advanced
      Semiconductor Engineering, Inc.**


**Articles
      of Incorporation**


**(Translation)**





**Chapter
      One:          General
      Principles**





*Article
      1.*  This company is called日月光半導體製造股份有限公司,
      and is registered as a company limited by shares according to the Company
      Law.  The English name of this company is Advanced Semiconductor
      Engineering, Inc.





*Article
      2.*  This company is engaged in the following
      businesses:





(1)
            The
                manufacture, assembly, processing, test and export of various types
                of
                integrated circuitry;


(2)
            The
                research, development, design and manufacture, assembly, processing,
                test
                and export of various computers, electronics, communications, information
                products and their peripheral
                products;


(3)
            General
                import and export trading business (excluding the approved businesses
                requiring special permits);


(4)
            CC01080
                Electronic parts and components manufacture
                business.


(5)
            CC01990
                Other mechanical, electronic and mechanical devices manufacture businesses
                (integrated circuit lead frame, ball grid array substrate and flip
                chip
                substrate).


(6)
            F119010
                Electronic material wholesale
                business.


(7)
            F219010
                Electronic material retail
                business.


(8)
            I199990
                Other consulting service businesses (technical and counseling service
                for
                integrated circuit lead frame, ball grid array substrate and flip
                chip
                substrate).


(9)
            I601010
                Leasing business.


(10)
            All
                other businesses not prohibited or restricted by laws and regulations
                except special permitted
                businesses.





*Article
      3.*    The investment made by this company in other
      companies as limited liability shareholder thereof is not subject to the
      limitation that such investment shall not exceed a certain percentage of the
      paid-in capital as set forth in the Company Law.






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*Article
      4.*    This company may provide guaranty.





*Article
      5.*    This company's headquarter is located in the
      Nantze Export Processing Zone, Kaohsiung, Taiwan, R.O.C. and may set up domestic
      or foreign branch offices as resolved by the Board of Directors, if
      necessary.








**Chapter
      Two: Shares**





*Article
      6.*   The total capital of the Company is set for NT$70
      billion in 7 billion shares and the par value of each share is NT$10, of which
      the reserved employee stock option warrant amounts to NT$5 billion. The Board
      of
      Directors is authorized to issue the un-issued shares in different
      phase.





*Article
      7.*    The share certificates shall be in registered
      form and have the signatures or seals of at least three directors of this
      company and shall be legally authenticated before issuance.





*Article
      8.*    No registration of share transfer shall be made
      within sixty days before each regular shareholders meeting, or within thirty
      days before each extraordinary shareholders meeting or five days before the
      record date for dividends, bonuses or other distributions as determined by
      this
      company.





*Article
      9.*    The rules governing stock affairs shall be made
      pursuant to the laws and the regulations of the relevant
      authorities.








**Chapter
      Three:        Shareholders
      Meeting**





*Article
      10.*  Shareholders meetings include regular meetings and
      extraordinary meetings.  Regular meetings shall be held once annually
      within 6 months of each fiscal year convened by the Board of
      Directors.  Extraordinary meetings will be held according to the law
      whenever necessary.





*Article
      11.*  Shareholders meetings shall be convened by written notice
      stating the date, place and purpose dispatched to each shareholder at least
      30
      days, in case of regular meetings, and 15 days, in case of extraordinary
      meetings, prior to the date set for such meeting.






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*Article
      12.* Unless otherwise required by the Company Law, the resolution
      shall be adopted by at least a majority of the votes of Shareholders present
      at
      a shareholders meeting which hold a majority of all issued and outstanding
      shares.





*Article
      13.*  Each and every shareholder of the Company, unless stipulated
      by Article 179 of The Company Law that has no voting right for each and every
      share they own, shall have one voting right.





*Article
      14.*  Any shareholder, who for any reason is unable to attend
      shareholders meetings, may execute a proxy printed by this company to authorize
      a proxy attending the meeting for him in which the authorization matters shall
      expressly stated.  Such proxy shall be submitted to this company at
      least 5 days prior to the shareholders meeting.





*Article
      15.*  The shareholders meeting shall be convened by the Board of
      Directors unless otherwise stipulated in the Company Law, and the person
      presiding the meeting will be the chairman.  If the chairman is on
      leave or for any reason could not discharge his duty, Paragraph 3 of Article
      208
      of the Company Law should apply.  If the shareholders meeting is
      called by a person entitled to do so other than the chairman, the person shall
      be the chairman.  If two or more persons are entitled to call the
      shareholders meeting, those persons shall elect one as the
      chairman.








**Chapter
      Four:          Directors,
      supervisors and managers**





*Article
      16.*  This
      company has 5 to 7 directors and 5 supervisors with tenures of 3 years and
      who
      are elected from among the persons with legal
      capacities.  Re-elections are allowed.





*Article
      17.*  The
      Board of Directors is constituted by directors.  Their powers and
      duties are as follows:





(1).
            Devising
                operations strategy.


(2).
            Proposing
                to distribute dividends or make up
                losses.


(3).
            Proposing
                to increase or decrease capital.


(4).
            Reviewing
                material internal rules and
                contracts.


(5).
            Hiring
                and discharging the general
                manager.










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(6).
            Establishing
                and dissolving branch offices.


(7).
            Reviewing
                budgets and audited financial
                statements.


(8).
            Other
                duties and powers granted by or in accordance with the Company Law
                or
                shareholders resolutions.





*Article
      18.*  The Board of Directors is constituted by directors, and the
      chairman and vice chairman is elected by the majority of the directors at a
      board meeting at which the majority of directors are present.  If the
      chairman is on leave or for any reason could not discharge his duties, his
      acting proxy shall be elected in accordance with Article 208 of the Company
      Law.





*Article
      19.*  Unless
      otherwise stipulated by The Company Law, meeting of the Board of Directors
      shall
      be convened by the Chairperson according to law. And the meeting of the Board
      of
      Directors should be convened at the location where the Company is headquartered
      or at a location convenient to directors or by videoconferencing.





*Article
      20.*  A director may appoint another director to attend the Board
      of Directors meeting and to exercise the voting right, but a director can accept
      only one proxy.








**Chapter
      Five:           Managers**





*Article
      21.*  This company has one general manager.  The
      appointment, discharge and salary of the general manager shall be managed in
      accordance with Article 29 of Company Law.








**Chapter
      Six:             Accounting**





*Article
      22.*  The fiscal year of this company starts from January 1 and
      ends on December 31 every year.  At the end of each fiscal year, the
      Board of Directors shall prepare financial and accounting books in accordance
      with the Company Law and submit them to the regular shareholders meeting for
      recognition.





*Article
      23.*  The annual net income ("Income") shall not be distributed
      before:






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(1)
            Making
                up losses, if any;


(2)
            10%
                being set aside as legal reserve;


(3)
            A
                special reserve being set aside pursuant to the laws or regulation
                of
                governmental authority;


(4)
            Setting
                aside a special reserve equal to the (unrealized) investment income
                under
                equity method for long-term investment, excluding cash dividends
                (the
                realized income shall be classified as earnings for
                distribution);





If
                any Income remains, it shall be distributed as
                follows:





(5)
            Not
                more than 2% of the balance (i.e., the Income deducting (1) to (4)
                above)
                as compensation to directors and
                supervisors;


(6)
            Not
                less than 5% and not more than 7% of the balance (i.e. the Income
                deducting (1) to (5) above) as bonus to employees (the 5% portion
                being
                distributed to all employees in the form of stock bonus in accordance
                with
                the employee bonus rules, while the portion exceeding 5% being distributed
                to individual employees (having special contributions) in accordance
                with
                the rules made by the board of directors with the authority granted
                hereby); and


(7)
            The
                remainder is distributed in proportion to the aggregate amount of
                outstanding shares proposed by the
                board.





"Employees"
                referred to in subparagraph (6) above include employees of affiliated
                companies meeting certain qualifications.  Such qualifications
                are to be determined by the Board of
                Directors.





*Article
      24*   This Company is at the developing stage.  In
      order to accommodate the capital demand for the present and future business
      development and satisfy the shareholder's demand for the cash, the dividend
      policy of this Company is that stock dividends be distributed preferably than
      cash dividends.  The ratio for cash dividends shall not exceed 50% in
      principle.





Given
      the
      above, the distribution ratio by the board and resolved by the shareholders
      meeting.






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**Chapter
      Seven:        Appendix**





*Article
      25.* The
      constitutive rules and the operation rules of this company shall be decided
      otherwise.





*Article
      26.* Any
      matter
      not covered by this Articles of Incorporation shall be subject to the Company
      Law.





*Article
      27.* This
      Articles of Incorporation was enacted on March 31, 1984 as approved by all
      the
      promoters.





The
      first
      amendment was made on May 3, 1984.


The
      second
      amendment was made on June 11, 1984.


The
      third
      amendment was made on June 25, 1984.


The
      fourth
      amendment was made on May 28, 1986.


The
      fifth
      amendment was made on July 10, 1986.


The
      sixth
      amendment was made on September 1, 1988.


The
      seventh amendment was made on May 28, 1988.


The
      eighth
      amendment was made on July 18, 1988.


The
      ninth
      amendment was made on September 1, 1988.


The
      tenth
      amendment was made on October 30, 1988.


The
      eleventh amendment was made on November 24, 1988.


The
      twelfth amendment was made on December 5, 1988.


The
      thirteenth amendment was made on February 21, 1989.


The
      fourteenth amendment was made on December 11, 1989.


The
      fifteenth amendment was made on March 31, 1990.


The
      sixteenth amendment was made on March 30, 1991.


The
      seventeenth amendment was made on April 11, 1992.


The
      eighteenth amendment was made on April 28, 1993.


The
      nineteenth amendment was made on March 21, 1994.


The
      twentieth amendment was made on March 21, 1995.


The
      twenty-first amendment was made on April 8, 1996.


The
      twenty-second amendment was made on April 12, 1997.


The
      twenty-third amendment was made on March 21, 1998.


The
      twenty-fourth amendment was made on June 9, 1999.


The
      twenty-fifth amendment was made on 11 July 2000.


The
      twenty-sixth amendment was made on June 1, 2001.


The
      twenty-seventh amendment was made on June 21, 2002.






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The
      twenty-eighth amendment was made on June 21, 2002.


The
      twenty-ninth amendment was made on June 19, 2003.


The
      thirtieth amendment was made on June 19, 2003.


The
      thirty-first amendment was made on June 15, 2004.


The
      thirty-second amendment was made on June 30, 2005.


The
      thirty-second amendment was made on June 21, 2006







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