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                                                                     EXHIBIT 3.1

                                  [Translation]

                        MACRONIX INTERNATIONAL CO., LTD.

                            ARTICLES OF INCORPORATION

                                                                   June 30, 2006
                            Revised by the regular shareholders' meeting of 2006

                          CHAPTER1: GENERAL PROVISIONS

Article 1:  The Company is incorporated under those provisions of the Company
            Law relating to companies limited by shares, and is named as
            "Macronix International Co. Ltd.".


Article 2:  The businesses engaged in by this Company shall be as follows:

            The research & development, design, manufacture, testing, sale and
            consultation of the following products:


           I.   Parts and modules for integrated circuit and semi-conductors,
                and system application products (including integrated circuit
                cards (boxes) and circuit modules, etc.)

               (1)  IC products for telecommunication systems;

               (2)  IC products for personal computers and peripheral devices;

               (3)  Products for consumable electronic systems;

               (4)  Multi-media computer products;

               (5)  Automatic electro-mechanical integrated products.

           II.  Light and electric components, parts and modules.

           III. Design of software and process of computer data.

           IV.  To engage in the import and export trading business related to
                this Company's businesses.



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Article 3:  Upon consent of the board of directors, the Company may provide
            guarantees for third parties in accordance with its Operational
            Measures Governing Guarantees and Endorsements which shall be
            separately enacted.


Article 4:  The Company's principal executive offices shall be located in the
            Science-Based Industrial Park in Hsinchu, Taiwan, R.O.C. The
            Company may, upon approval of the board of directors and competent
            authority, establish branch offices in Taiwan or abroad.


Article 5:  The total amount of investment made by this Company shall be
            exempted from the restriction provided in Article 13 of the Company
            Law.

                            CHAPTER 2: CAPITAL STOCKS


Article 6:  The Company's authorized capital is 65.5 billion NT dollars to be
            divided into 6.55 billion shares, with par value of NT$10 per share;
            shares not yet issued will be issued pursuant to the decision of the
            Board of Directors.

            650 million shares will be reserved from the above authorized
            capital for employee stock option to be issued pursuant to the
            decision of the Board of Directors.


Article 7:  The share certificate of this Company shall be issued in registered
            form and signed by or affixed with the seal of at least three
            directors and numbered accordingly. The shares won't be effective
            until the authentication of the competent authority or the agencies
            of issuance and registration under their approval.

            When issuing new shares, this Company may print collaborately the
            total amount of the issuance, but may be exempted from printing the
            share certificates, including the issuance of security other than
            shares.


Article 8:  The handling of stock affairs of this Company shall be in accordance
            to the "Guidelines for Handling of Stock Affairs by Public
            Companies" and other relevant laws and regulations.



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Article 9:  For any new shares to be issued by the Company, except those set
            aside to be issued for purchase by employees and others pursuant to
            relevant laws and regulations, the shareholders shall have the
            preemptive right to subscribe to the new shares in proportion to
            their shareholdings.


                        CHAPTER 3: SHAREHOLDERS' MEETINGS

Article 10: Shareholders' meetings shall be convened as follows:

               1.   General shareholders' meetings shall be convened by the
                    board of directors within six (6) months following the end
                    of each fiscal year except as otherwise approved by the
                    competent authority for good cause shown.

               2.   Special shareholders' meetings may be convened according to
                    the laws whenever it is necessary.


Article 11: The chairman of the board shall preside at shareholders' meetings if
            the shareholders' meeting is convened by the board of directors.
            When the chairman of the board is unable to preside at a meeting, a
            managing director designated by the chairman of the board shall
            preside at such meeting as proxy. In the absence of such a
            designation, the managing directors shall elect one from among
            themselves as proxy. In case the managing directors are absent, the
            directors present shall elect one from among themselves as proxy.

            If the shareholders' meeting is convened by others with legitimate
            right, the one who convenes it shall preside at the meeting. When
            more than one conveners are present, they shall elect one from among
            themselves to preside.


Article 12: Notice shall be provided to each shareholder at least thirty (30)
            days prior to a general shareholders' meeting. Notice shall be
            provided to each shareholder at least ten (10) days prior to an
            extraordinary shareholders' meeting. The notice shall state the date
            and venue of the meeting and the purpose or purposes for which the
            meeting is called.


Article 13: Except as otherwise provided by the laws and regulations,
            shareholders of the Company are entitled to one vote for each
            capital stock.




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Article 14: Except as otherwise provided by the laws and regulations, a
            resolution may be adopted by the shareholders or proxy of a simple
            majority of the votes of the issued and outstanding capital stocks
            represented at a shareholders' meeting at which the shareholders of
            a majority of issued and outstanding capital are present or by
            proxy.

Article 15: When a shareholder of the Company is unable to attend a
            shareholders' meeting for any reason, the shareholder may appoint a
            representative to attend such shareholders' meeting by presenting a
            written proxy form, which shall specify the scope of proxy. Where
            one person is acting as proxy for more than two shareholders, unless
            such person is engaged in the trust business or other proxy
            institutions of stock affairs approved by the competent authority,
            the votes exercised by such person shall not exceed three percent
            of all the issued and outstanding capital stocks, and the portion
            in excess thereof shall not be counted.


Article 16: The resolution adopted at the shareholders' meeting shall, pursuant
            to the laws, be recorded in the minutes of the meetings which shall
            be signed or sealed by the chairman of the board and kept forever at
            the Company during its existence.

            The roster of attendance and the written proxy forms shall be kept
            for at least a year; provided, however, that shareholder file a
            litigation in accordance with Article 189 of the Company Law, the
            minutes shall be kept till the end of such litigation.


                 CHAPTER 4: DIRECTORS, SUPERVISORS AND MANAGERS


Article 17: The Company shall have nine to fifteen directors (including three
            independent directors while the remaining directors are
            non-independent) to be elected by the Shareholders from nomination
            list, with a term of three-year and renewable upon re-election.
            Corporate shareholders may appoint representative to serve the
            directorship and may appoint new representative to take over as
            director for the remaining term of the directorship.

            Compensation for the chairman, non-independent directors and
            independent directors shall be determined by the Board of Directors
            in accordance with their respective participation and contribution
            to the operations of the business, and the domestic and
            international business standards. The Company shall purchase
            liability insurance for the directors (including independent and
            non-independent).


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Article 18: The Company shall have three to four supervisors to be elected by
            the shareholders from a nomination list, with a term of three-year
            and renewable upon re-election. In the event an audit committee,
            i.e., a committee to be formed by at least three independent
            directors with at least one independent director specialized in
            accounting or finance) is established, the Company is not required
            to elect supervisor. In the case that supervisors have been elected,
            they will be terminated immediately upon the formation of the
            audit committee and the provisions relating to Supervisor hereof
            shall become void.

            Compensation for supervisors shall be determined in accordance with
            their participation and value of contribution, and the domestic and
            international business standards. The Company shall purchase
            liability insurance for the supervisors. Corporate shareholders
            may appoint representative to be elected as supervisors and may
            appoint new representatives or supervisor to take over as
            supervisors for the remaining term.


Article 19: The directors shall elect amongst themselves three to five managing
            directors (with at least one independent director); the managing
            directors shall elect amongst themselves a board chair acting as the
            representative of the Company.



Article 20: The directors' meeting shall be convened by the chairman of the
            board. The initial directors' meeting of each term shall be convened
            by the director who receives the number of ballots representing the
            largest number of votes. If a director is unable to attend a
            directors' meeting, the director may appoint another director to
            attend the meeting as proxy; provided, however, that the proxy shall
            accept the appointment of one director only. A director who lives
            abroad may appoint in written form another shareholder domiciled
            within the territory of R.O.C. to attend regularly by proxy any
            directors' meeting. Such appointment of proxy shall be registered
            with the competent authority.

            If the directors' meeting is conducted in a manner of digital
            videoconference, the directors who participate in such conference
            via digital video shall be deemed be present in person.

            The notice of directors' meeting shall specify the purposes for
            which the meeting is convened and the agenda. Notice shall be
            provided to the directors and supervisors at least seven (7) days
            prior to a directors' meeting, provided, however, that a special
            directors' meeting and a managing directors' meeting may be convened
            without any notice in written form as deemed necessary.




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Article 21: When the directors' meeting is not in session, the managing
            directors shall always convene meetings from time to time to
            exercise the powers and authorities of the board of directors in
            accordance with laws and regulations, articles of incorporation,
            and resolutions adopted at any meeting of shareholders and
            directors. Such meetings shall be convened from time to time by the
            chairman. The resolutions shall be adopted at such meeting attended
            by a majority of the managing directors and at which meeting a
            majority of those present vote in favor of such a resolution.


Article 22: The chairman of the board shall preside at directors' or managing
            directors' meeting. The chairman of the board shall appoint a
            managing director as proxy to preside at such meetings when the
            chairman of the board is unable to preside. In the absence of such
            appointment, the managing directors or directors shall elect one
            from amongst themselves.


Article 23: When passing upon any resolution, each director shall have one vote.
            Unless the laws, regulations or articles of incorporation
            specifically provide otherwise, a directors' meeting at which a
            resolution is adopted shall be attended by a majority of the
            directors and a majority of those present votes in favor of such a
            resolution. Minutes of directors' meetings shall be prepared to
            record the businesses transacted at a directors' meeting.


Article 24: Responsibility of the Board of Directors.

               1.   Approve the operation directives and the long term as well
                    as short term development plans.

               2.   Review, implement and supervise the annual business plan.

               3.   Approve the budget and annual financial report.

               4.   Propose the increase and decrease of capital.

               5.   Propose distributions of earning and/or offset of losses.

               6.   Discuss and approve material agreements.

               7.   Approve the purchase and disposal of material assets.

               8.   Approve the distributions for technology shares.

               9.   Propose amendments to these Articles of incorporation.


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               10.  Approve bylaws and internal rules.

               11.  Approve establishment, restructure or dissolution of branch
                    offices.

               12.  Approve material capital expenditure.

               13.  Hiring and dismissing managers.

               14.  Convene shareholders meeting and report on the operations of
                    the business.

               15.  Establish functional committees and approve rules regarding
                    said committee.

               16.  Other authority imposed by law or shareholders' meeting.


Article 25: In the event the supervisor ship is established, the responsibility
            of such supervisor are as the following:

               1.   Investigate the business and financial status of the
                    Company.

               2.   Audit company documents.

               3.   Supervise business implementations.

               4.   Other authority imposed by law or by shareholders' meeting.


Article 26: This Company shall have several managers. The appointment, removal
            and remuneration of such managers shall be determined by a
            resolution of a directors' meeting which is attended by a majority
            of directors and where a majority of those present votes are in
            favor of such a resolution.


Article 27: The manager of this Company, within his powers and authorities,
            shall have the authority to manage the affairs of this Company and
            to sign on behalf of the said Company. The relevant authorization
            measures shall be stipulated by the board of directors.


Article 28: The fiscal year of this Company shall commence on the first day of
            January each year and shall end on the thirty-first day of December.
            A year-end accounting statement shall be prepared at the end of each
            fiscal year.




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Article 29: At the end of the year, the Board of Directors shall deliver the
            following documents to the annual shareholders' meeting for approval
            in accordance with applicable laws, and submitted to the relevant
            government agency:

               1.   Business reports.

               2.   Financial statements.

               3.   Plan to distribute surplus or to appropriate fund in case of
                    loss.


                              CHAPTER 5: ACCOUNTING

Article 30: In the case that the annual final audit results in surplus, funds
            shall be appropriated first for income tax payments and to
            compensate for losses from the previous year; 10% of the surplus
            shall then be appropriated for the legal reserve (except where legal
            reserve has exceeded total capital) and to reserve certain surplus
            in accordance with applicable laws. 2% of the balance will be
            distributed in cash as compensation for directors and supervisors.
            The remaining shall be added to the undistributed surplus from
            previous year and distributed in the following manner: 1)85% as
            shareholder dividends; 2) 15% for employee bonus. The employee
            bonus can be distributed in form, i.e., cash or dividend, similar
            to shareholders' dividend.

            The aforementioned dividends (including shareholder dividends and
            employee bonus) may be reserved in whole or in part as undistributed
            surplus to be distributed in the subsequent year.

            Distributions shall be made in cash dividends or in stock dividends.
            shareholders dividend and employee bonus shall first be issued in
            cash dividends, however, the Company may, if necessitated by
            financial, business, or administrative needs, issue stock dividends,
            to the extent it does not exceed 50% of the current year's
            distribution.

            Employees eligible to receive stock dividends may include employees
            from the affiliated companies if they meet the criteria set by the
            Board of Directors.


Article 31: Dividends and bonuses to shareholders shall be distributed to those
            shareholders whose names are listed on the registrar of shareholders
            as of the record date set for purposes of the distribution.



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Article 32: Any rules or measures related to the articles of incorporation
            shall be stipulated separately by the board of directors.


                       SECTION 6: SUPPLEMENTARY PROVISIONS

Article 33: Matters not provided for in this articles of incorporation shall be
            undertaken in accordance with relevant laws and regulations.


Article 34: These articles of incorporation were enacted on August 21, 1989; 1st
            revised on April 21, 1990; 2nd revision on September 9, 1990; 3rd
            revision on April 27, 1991; 4th revision on November 9, 1991; 5th
            revision on July 18, 1992; 6th revision on June 19, 1993; 7th
            revision on November 27, 1993; 8th revision on May 28, 1994; 9th
            revision on June 5, 1995; 10th revision on January 24, 1996; 11th
            revision on June 22, 1996; 12th revision on May 31, 1997; 13th
            revision on June 29, 1998; 14th revision on May 3, 2000; 15th
            revision on April 19, 2001; 16th revision and 17th revision on
            May 30, 2002; 18th revision on June 27, 2003; 19th revision on
            June 18, 2004; 20th revision on June 30, 2006.


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